How To Hold An Annual General Meeting Of Lucas Bols

Transcription

1 The annual general meeting of Lucas Bols N.V. Thursday 1 September CET De Hermitage Amstel EJ Amsterdam The Netherlands 1

2 CONVOCATION Dear Shareholder, We have the pleasure of inviting you to the annual general meeting of Lucas Bols N.V. (Lucas Bols or Company), to be held at CET on Thursday 1 September 2016 at de Hermitage, Amstel 51, 1018 EJ Amsterdam, the Netherlands. This invitation has to be read in conjunction with the following documents, which are attached hereto: 1. Agenda 2. Explanatory notes to agenda 3. General information 4. Annual report 2015/16 5. Annual accounts 2015/16 Lucas Bols N.V. the management board Amsterdam, 18 July

3 1. AGENDA 1. Opening 2. Annual report 2015/16 3. Annual accounts 2015/16 (a) Implementation of the remuneration policy in financial year 2015/16 (b) Adoption of the annual accounts 2015/16 (voting item) (c) Adoption of the dividend proposal (voting item) 4. Discharge (a) Discharge from liability of members of the management board for the performance of their duties in financial year 2015/16 (voting item) (b) Discharge from liability of members of the supervisory board for the performance of their duties in financial year 2015/16 (voting item) 5. Appointment as supervisory board member of: (a) Mrs. A.L. (Alexandra) Oldroyd (voting item) 6. Prolongation of the designation of the management board as the body authorized: (a) To issue shares and/or grant rights to acquire shares (voting item) (b) To restrict or exclude pre-emptive rights upon the issue of shares and/or the granting of rights to acquire shares as described under 6(a) (voting item) 7. Prolongation of the authorization of the management board to repurchase shares (voting item) 8. Any other business 9. Closing 3

4 2. EXPLANATORY NOTES TO THE AGENDA Proposal 2: The management board will give a presentation on the performance of Lucas Bols in 2015/16 as described in the annual report 2015/16. The shareholders will then be invited to discuss the annual report 2015/16. Proposal 3(a): Pursuant to Section 2:135 paragraph 5a of the Dutch Civil Code (DCC), this agenda item provides for a discussion on the implementation of the remuneration policy for the management board in 2015/16. The discussion takes place on the basis of the relevant information referred to in Section 2:383c up to and including Section 2:383e of the DCC, as included in the remuneration report, which is published on the Company s website, and the explanatory notes to the annual accounts, which are incorporated in note 7 to the Company Financial Statements of the annual report 2015/16. The remuneration policy for the management board and the remuneration report can be retrieved through the Company s website: Proposal 3(b): On 8 June 2016, the management board members and the supervisory board members signed the annual accounts 2015/16 drawn up by the management board. The annual accounts were published on 30 June 2016 and are submitted for adoption by the general meeting in this meeting. It is proposed to adopt the annual accounts 2015/16. Proposal 3(c): Lucas Bols dividend policy takes account of both the interests of the shareholders and the expected further development of the Company. Lucas Bols intends to annually pay dividends in two semi-annual instalments, with a target dividend of at least 50% of the Company s net profits realised during the relevant financial year. Lucas Bols intends to pay an interim dividend in the third quarter of each financial year, after the publication of the half-yearly financial figures of Lucas Bols, and a final dividend in the second quarter of the following financial year, upon approval of the relevant Lucas Bols annual accounts at the general meeting. 4

5 The management board, with approval of the supervisory board, proposes a final dividend for the financial year 2015/16 of 0,23 per share in cash. Following the distribution of an interim dividend of 0,31 in November 2015, the total dividend for the financial year 2015/16 would amount to 0,54. This represents a pay-out ratio of 57,5% of net profit and is in line with the dividend policy of a pay-out of at least 50% of net profit. If the proposed dividend is approved by shareholders, Lucas Bols shares will be quoted ex-dividend on 5 September 2016, for the shares listed on Euronext. The record date for the dividend on the shares listed on Euronext will be 6 September The dividend payment date will be 9 September Proposal 4(a): It is proposed to discharge the members of the management board from liability for the performance of their duties in financial year 2015/16 insofar as the performance of such duties is disclosed in the annual accounts 2015/16 or has otherwise been communicated to the general meeting. Proposal 4(b): It is proposed to discharge the members of the supervisory board from liability for the performance of their duties in financial year 2015/16 insofar as the performance of such duties is disclosed in the annual accounts 2015/16 or has otherwise been communicated to the general meeting. Proposal 5: As a result of the transfer of the shares held by AAC Capital Partners, Mr. Marc Staal resigned as a member of the supervisory board. To fill the vacancy for this resignation, it is proposed that the general meeting appoints Mrs. A.L. (Alexandra) Oldroyd for appointment as supervisory board member for a term of four years from the date of her appointment. The binding nomination of the supervisory board for the appointment of Mrs. Oldroyd was notified to the general meeting in Lucas Bols s press release of 15 March 2016, available at Lucas Bols s corporate website at The general meeting may reject a binding nomination by a resolution adopted by an absolute majority of votes cast, representing at least one-third of the issued share capital. Personal information as referred to in art.2:142 (3) of the Dutch Civil Code: Mrs. A.L. Oldroyd (1967) has the British nationality. Mrs. Oldroyd is Managing Director of Fluxion Advisors, an independent advisory business in the spirits sector, based in London. Previously she was managing director at Moelis & Company, a global boutique investment bank in the global beverages and European Consumer and Retail sectors. Before joining Moelis & Company she worked as sell side analyst for some 20 years at various banks, including Morgan Stanley and Barclays with an emphasis on the alcoholic beverage sector. Mrs. Oldroyd holds a non-executive director position at Brockmans Gin. Mrs. Oldroyd holds no shares in Lucas Bols. The supervisory board nominates Mrs. Oldroyd in view of her in depth knowledge of the international spirits industry. Her strategic, investment banking and consulting experience in international organisations and in M&A will contribute to the combined expertise and diversity of the supervisory board as a whole. It is proposed to the general meeting to appoint Mrs. A.L. (Alexandra) Oldroyd as member of the supervisory board for a term of four years from the date of the annual general meeting until the annual general meeting to be held in

6 With the appointment of Mrs. Oldroyd, the supervisory board has one vacancy, due to the resignation of Mr. Meerstadt early April this year. A search for a new member has been initiated. Proposal 6: It is proposed that the general meeting appoints the management board for a period of 18 months as from the date of this meeting, i.e. up to and including 28 February 2018, as the corporate body authorized, subject to the approval of the supervisory board: (a) to issue shares and/or grant rights to acquire shares, up to a maximum of 10% of the total number of issued shares outstanding on 1 September 2016 and to an additional 10% of the total number of issued shares outstanding on 1 September 2016, if the issue takes place within the context of a merger, acquisition or strategic alliance; and (b) to restrict and/or exclude the pre-emptive rights accruing to shareholders in respect of the issue of shares and/or the granting of rights to acquire shares pursuant to the authorization given under (a) above. Proposal 7: In accordance with article 9.2 of the articles of association, the Company may acquire its own shares by virtue of a resolution of the management board, which resolution is subject to the prior approval of the supervisory board and the authorization of the general meeting. The duration of such authorization is limited by Dutch law to a maximum of 18 months. It is proposed that the general meeting authorizes the management board to repurchase shares, on the stock exchange or otherwise, as meant in article 9.2 of the articles of association, for a period of 18 months as from the date of this meeting (i.e. up to and including 28 February 2018), up to a maximum of 10% of the total number of issued shares outstanding on 1 September 2016, provided that the Company will not hold more shares in treasury than at maximum 10% of the issued capital at any given time. The repurchase can take place at a price between the nominal value of the shares and the opening price on the Euronext Amsterdam Exchange on the day of purchase plus 10%. This price range enables the Company to adequately repurchase its own shares, also in volatile market conditions. 6

7 3. GENERAL INFORMATION Meeting documents The agenda and explanatory notes thereto, the annual report & accounts 2015/16 and the remuneration report are also available on the Company s website as from today. These documents are also available for inspection at the office address at Lucas Bols at Paulus Potterstraat 12, 1071 CZ Amsterdam, the Netherlands, where copies may be obtained free of charge. If you wish to receive copies, please contact Martha Frankfort or José Vogelpoel, tel. +31 (0) / info@lucasbols.com. Attendance instructions Record date and relevant register For this meeting, those entitled to vote and/or attend the meeting are those who on Thursday 4 August 2016, after processing the purchases and disposals on that date (Record Date), are registered in one of the subregisters designated by the management board. The sub-registers designated for holders of book-entry shares are the registers administered by the intermediaries (as referred to in the Securities Bank Giro Transaction Act/Wet giraal effectenverkeer), indicating who is entitled to such shares on the Record Date. The register designated for holders of registered shares is the Company s register of shareholders (as referred to in Article 5 of the articles of association) on the Record Date. Holders of book-entry shares Holders of book-entry shares who wish to attend the meeting or exercise their voting rights by written or electronic proxy must indicate this no later than CET on Friday 26 August 2016 to Kempen & Co at proxyvoting@kempen.nl or to their intermediary (as referred in the Securities Bank Giro Transaction Act/Wet giraal effectenverkeer) administering their shares. No later than CET on Friday 26 August 2016, the intermediaries must provide Kempen & Co N.V. with a statement via fax +31(0) or per mail at proxyvoting@kempen.nl evidencing the number of shares notified for registration and held by that shareholder on the Record Date. Kempen & Co will then send holders of book-entry shares an admission card for the meeting, via their intermediary. This admission card must be produced at the registration desk upon arrival at the venue at the day of the meeting. Holders of registered shares Holders of registered shares who wish to attend the meeting or exercise their voting rights at the meeting by written or electronic proxy may apply in writing until CET on Friday 26 August 2016 to the Company at the office address of the Company or at info@lucasbols.com confirming that the number of shares registered in the relevant shareholders name were and shall continue to be registered in its name up to and including the Record Date. The acknowledgment of receipt provided is to be used as an admission card for the meeting and must be produced at the registration desk upon arrival at the venue at the day of the meeting. 7

8 Proxy voting and voting instructions Shareholders entitled to attend the meeting pursuant to the above provisions can give a third party or a person designated by the Company a written or electronic proxy to represent them at the meeting and vote on their behalf. Any such proxy must include voting instructions. Shareholders who wish to issue a written or electronic proxy are required to use the form, which can be downloaded via and is also attached as Annex I hereto. The form completed by the shareholder must have been received by Kempen & Co ultimately at CET on Friday 26 August 2016 at the office address of Kempen & Co at Beethovenstraat 300, 1077 WZ Amsterdam, via fax +31(0) or proxyvoting@kempen.nl. Registration Registration will take place at the registration desk at the venue between CET and the start of the meeting at CET on Thursday 1 September It is not possible to register after this time. Attendees may be asked to produce proof of identity and may be declined access in case such proof of identity or proof of registration lacks. Directions Public transport Tram Line 9 or 14, Waterlooplein stop Walk towards the bridge (Blauwbrug), staying parallel to the tram line. Just before the bridge, turn left and follow the bank of the Amstel river. Cross the wooden bridge (Walter Süskindbrug). After 50 metres, you will see the main entrance to the Hermitage Amsterdam on your left. Metro Line 51, 53 or 54, Waterlooplein stop, Nieuwe Herengracht exit From the exit, turn left (Nieuwe Herengracht). Continue to the end of the street (where you see a wooden bridge to your right). Take a left. After 50 metres, you will see the main entrance to the Hermitage Amsterdam on your left. By car Routes from the east, south, west and southwest to Mr. Visserplein (within easy walking distance of the Hermitage Amsterdam) From the east (Amersfoort) Take the A1 motorway towards Amsterdam. At the Watergraafsmeer junction, take the A10 towards The Hague. Take exit S112 from the A10. At the end of the exit road, turn left. At the roundabout (traffic circle), turn right onto Wibautstraat. Continue straight for some time. When you pass the synagogue on your right, you have reached Mr. Visserplein. From the south (Utrecht) 8

9 Take the A2 motorway towards Amsterdam. At the Amstel junction, take the A10 towards Zaanstad. Take exit S112 from the A10. At the end of the exit road, turn left. At the roundabout (traffic circle), turn right onto Wibautstraat. Continue straight for some time. When you pass the synagogue on your right, you have reached Mr. Visserplein. From the west (Haarlem) Take the A9 towards Utrecht; at the Badhoevedorp junction, take the A4 towards Amsterdam. Follow the signs for Amersfoort. Take exit S112 from the A10. At the end of the exit road, turn left. At the roundabout (traffic circle), turn right onto Wibautstraat. Continue straight for some time. When you pass the synagogue on your right, you have reached Mr. Visserplein. From the southwest (The Hague, Schiphol) Take the A4 towards Amsterdam. After passing Badhoevedorp junction, follow the signs towards Amersfoort. Take exit S112. At the end of the exit road, turn left. At the roundabout (traffic circle), turn right onto Wibautstraat. Continue straight for some time. When you pass the synagogue on your right, you have reached Mr. Visserplein. From the north (Zaandam) to the IJ tunnel Take the A8 towards Amsterdam/Amersfoort. At the Coenplein junction, take the A10 towards Amersfoort. Take exit S116. At the end of the exit road, turn right. Pass through the IJ tunnel. You are now close to parking garages (see below), Mr. Visserplein and the Hermitage Amsterdam. Parking - Muziektheater, Waterlooplein 28, 1011 PG Amsterdam - Markenhoven, Anne Frankstraat 220, 1011 MP Amsterdam - Waterlooplein, Valkenburgerstraat 238, 1011 ND Amsterdam Annex I: Proxy/voting instructions form 9