1 THE ANNUAL GENERAL MEETING OF Lucas Bols N.V. THURSDAY 3 SEPTEMBER 2015 Registration as of 1.30 pm, start at 2.00 pm CET BEURS VAN BERLAGE Beursplein ZJ Amsterdam The Netherlands
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 2.00 pm CET on Thursday 3 September 2015 at the Beurs van Berlage, Beursplein 1, 1012 ZJ 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 2014/15 5. Annual accounts 2014/15 Lucas Bols N.V. the management board Amsterdam, 15 July 2015
3 1. AGENDA 1. Opening 2. Annual report 2014/15 3. Annual accounts 2014/15 (a) Implementation of the remuneration policy in financial year 2014/15 (b) Dividend policy (c) Adoption of the annual accounts 2014/15 (voting item) 4. Discharge (a) Discharge from liability of members of the management board for the performance of their duties in financial year 2014/15 (voting item) (b) Discharge from liability of members of the supervisory board for the performance of their duties in financial year 2014/15 (voting item) 5. Appointment of Ernst & Young Accountants LLP as external auditor (voting item) 6. 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. Authorization of the management board to repurchase shares (voting item) 8. Any other business 9. Closing
4 2. EXPLANATORY NOTES TO THE AGENDA Proposal 2: The management board will give a presentation on the performance of Lucas Bols in 2014/15 as described in the annual report 2014/15. The shareholders will then be invited to discuss the annual report 2014/15. 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 2014/15. 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 8 to the Company Financial Statements of the annual report 2014/15. The remuneration policy for the management board and the remuneration report can be retrieved through the Company s website: Proposal 3(b): Lucas Bols dividend policy takes account of both the interests of the shareholders and the expected further development of the Company. Lucas Bols plans 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. It is anticipated that the first dividend following listing will be payable after publication of the Company s results for 30 September In line with the Company s dividend policy, no proposal to pay a dividend will be made at this meeting. Proposal 3(c): On 23 June 2015, the management board members and the supervisory board members signed the annual accounts 2014/15 drawn up by the management board. The annual accounts were published on 15 July 2015 and are submitted for adoption by the general meeting in this meeting. It is proposed to adopt the annual accounts 2014/15. 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 2014/15 insofar as the performance of such duties is disclosed in the annual accounts 2014/15 or has otherwise been communicated to the general meeting.
5 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 2014/15 insofar as the performance of such duties is disclosed in the annual accounts 2014/15 or has otherwise been communicated to the general meeting. Proposal 5: The general meeting is requested to appoint Ernst & Young Accountants LLP as external auditor for the audit of the annual accounts for a period of three years, starting with 2015/16. 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 2 March 2017, 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 3 September 2015 and to an additional 10% of the total number of issued shares outstanding on 3 September 2015, 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.
6 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 2 March 2017), up to a maximum of 10% of the total number of issued shares outstanding on 3 September 2015, 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.
7 3. GENERAL INFORMATION Meeting documents The agenda and explanatory notes thereto, the annual report & accounts 2014/15 and the remuneration report are 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 14, 1071 CZ Amsterdam, the Netherlands, where copies may be obtained free of charge. If you wish to receive copies, please contact Marjolijn van Hensbergen, or José Vogelpoel tel. +31 (0) / Attendance instructions Record date and relevant register For this meeting, those entitled to vote and/or attend the meeting are those who on Thursday 6 August 2015, 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 1.00 pm CET on Friday 28 August 2015 to Kempen & Co N.V. at or to their intermediary (as referred in the Securities Bank Giro Transaction Act/Wet giraal effectenverkeer) administering their shares. No later than 1.00 pm CET on Friday 28 August 2015, the intermediaries must provide Kempen & Co N.V. with a statement via fax +31(0) or per at evidencing the number of shares notified for registration and held by that shareholder on the Record Date. Kempen & Co N.V. 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 1.00 pm CET on Friday 28 August 2015 to the Company at the office address of the Company or at confirming that the number of shares registered in the relevant shareholders name were and shall continue to be registered in their 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.
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 N.V. ultimately at 1.00 pm CET on Friday 28 August 2015 at the office address of Kempen & Co N.V. at Beethovenstraat 300, 1077 WZ Amsterdam, via fax +31(0) or by at Registration Registration will take place at the registration desk at the venue between 1.30 pm CET and the start of the meeting at 2.00 pm CET on Thursday 3 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 The Beurs van Berlage is in the city centre of Amsterdam. The address is Beursplein 1, 1012 ZJ Amsterdam. How to get there: By public transport: train to Central Station. From Central Station take Tram 4, 9, 16, or 24, and get off at the stop Dam/Bijenkorf. By car: Coming from Utrecht, Amersfoort, take exit S 114 from the Ring A10, follow direction centrum. At the end of Piet Hein Tunnel turn right towards central station. Follow the signs P-Central Station. Coming from the Hague or Haarlem, take exit S 103 from the Ring A10, follow direction centrum/central station via Haarlemmerweg. Follow the P-Central Station. Parking: please park at P1 Centraal Station, the address is Prins Hendrikkade 20a, 1012 TL Amsterdam. Your parking costs will be reimbursed. The procedure for reimbursement will be explained upon your registration for the general meeting in the Beurs van Berlage. From the parking it is a ten-minute walk to the Beurs van Berlage or you can take one of the trams mentioned under public transport. Annex I Proxy/voting instructions form
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