Nieuwe Steen Investments N.V.

Transcription

1 Agenda and shareholders circular March 2010 Nieuwe Steen Investments N.V.

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3 General Meeting of Shareholders of Nieuwe Steen Investments NV (Investment company with variable capital) to be held on Thursday March 2010 at 10:30 am at Schouwburg Het Park, Westerdijk 4, Hoorn, the Netherlands. Agenda 01 Opening by the chairman 02 Report of the Supervisory Board for the financial year 2009 Report of the Management Board for the financial year Adoption of the annual financial statements for the financial year 2009 vote 05 - Explanation of policy regarding additions to reserve and dividend - Adoption of final dividend distribution for 2009 vote 06 Discharge of the members of the Management Board for their responsibilities in the financial year Discharge of the members of the Supervisory Board for their responsibilities in the financial year Proposal to reappoint Mr Van den Bosch as Supervisory Board member vote vote vote 09 Outlook for Any other Business 11 Closure The official language during the General Meeting of Shareholders will be Dutch. Further details of the above agenda items are given in the shareholders circular.

4 Shareholders circular Notes to the agenda of the General Meeting of Shareholders of Nieuwe Steen Investments NV to be held on March 2010 Voting procedure Votes at the meeting will be cast by a show of hands. To protect the privacy of shareholders, each shareholder will receive, on entering and in exchange for the attendance pass, an envelope which includes a card with a number. When voting, you will be asked to state the number on this card. Your personal information such as your name or the number of shares you own will not have to be mentioned, because the company will be able to derive all this information from the number you have been allocated. By following this procedure your privacy is secured. Regarding agenda item 08 votes will be cast in writing. 02 Report of the Supervisory Board for the financial year 2009 The Supervisory Board will report about some issues related to the area of its responsibility. Report of the Management Board for the financial year 2009 The Management Board will present the developments in 2009 as described in the 2009 annual report. Shareholders will be given the opportunity to ask questions. 04 Adoption of the annual financial statements for the financial year 2009 A proposal will be made to the General Meeting of Shareholders to adopt the annual financial statements of Nieuwe Steen Investments NV over the 2009 financial year. Shareholders will have the opportunity to ask questions to the external auditor regarding his statement in the annual financial statements and his audit activities Explanation of policy regarding additions to reserve and dividend - Adoption of final dividend distribution for 2009 As part of the current dividend policy, nearly 100% of the direct investment result per share is distributed by means of quarterly dividends. It is proposed to the General Meeting to adopt a final dividend of 0.32 per share. This will bring the total dividend distributed for 2009 at 1.34 per share. The total amount of the final dividend is 12.6m and will be withdrawn from the earnings reserve. The share will be quoted ex-dividend starting on 29 March 2010, and the final dividend will be made payable on 6 April Discharge of the members of the Management Board for their responsibilities in the financial year 2009 The General Meeting of Shareholders will be asked to discharge the members of the Management Board in accordance with Dutch law for the execution of their duties in the financial year Discharge of the members of the Supervisory Board for their responsibilities in the financial year 2009 The General Meeting of Shareholders will be asked to discharge the members of the Supervisory Board for their supervision on the policy pursued by the management in the financial year 2009.

5 08 Proposal to reappoint Mr Van den Bosch as Supervisory Board member Mr H.J. van den Bosch was appointed as a member of the Supervisory Board of Nieuwe Steen Investments on 23 March Based on the composition of the board at that time and the retirement rota, Mr Van den Bosch was appointed for a term of four years. Stichting Prioriteit NSI and the Supervisory Board propose the reappointment of Mr Van den Bosch as a supervisory director for four years. Mr Van den Bosch is an expert in the field of financial reporting and financing of large corporations, risk management and financing structures, tax matters and corporate governance. The nomination fits well with the profile for members of the Supervisory Board. Curriculum Vitae date of birth: 26 April 1949 place of birth: Hilversum education: study of Business Economics and postgraduate auditor at the Vrije Universiteit in Amsterdam Career : CFO of Blokker B.V. 2001: independent management advisor positions at NSI: member of the Supervisory Board, member of the Audit Committee and of the Remuneration Committee other positions: board member of maatschap Alliance, member of the Supervisory Board of Terberg Group B.V., Terberg Leasing B.V., Rabobank Rijn en Veenstromen, Antea Participaties IV, Stichting Woonzorg Nederland, Stichting Espria and Bugaboo International B.V. 09 Outlook for 2010 The Management Board will present the outlook for Registration of those entitled to attend the meeting With the approval of the Supervisory Board, the Management Board has determined that those entitled to attend and vote at the General Meeting of Shareholders on Thursday March 2010 are those who own one or more shares in Nieuwe Steen Investments NV and who have announced their intention to attend the meeting by the close of business on Friday 19 March 2010 (the registration cut-off time). Shareholders who will attend the meeting should notify GE Artesia Bank in Amsterdam through the bank where their shares are administered not later than 19 March 2010 that they will attend the shareholders meeting, and submit a confirmation that their shares will remain registered in their bank s records until the registration cut-off time. Shareholders will then be sent an attendance pass. Proxies Voting and/or meeting attendance rights can only be exercised by a proxy if the proxy has applied to attend in accordance with the above procedure. Persons holding written proxies should show their documentation at the General Meeting of Shareholders.

6 To the General Meeting of Shareholders Nieuwe Steen Investments NV Postbus HC HOORN Re: reappointment of supervisory director Hoorn, 2 March 2010 Ladies and Gentlemen, We inform you that we propose to nominate Mr H.J. van den Bosch for reappointment as a member of the company s Supervisory Board for a 4-year term ending in 2014 at the General Meeting of Shareholders of March In March 2006, Mr Van de Bosch was appointed for a term of four years ending in Mr Van de Bosch (1949) is a Dutch citizen and is an independent management advisor. Mr Van den Bosch is an expert in the field of financial reporting and financing of large corporations, risk management and financing structures, tax matters and corporate governance. With his background and experience, he is eminently suitable as a member of the Supervisory Board of Nieuwe Steen Investments. In view of the above, we believe the suitability of Mr Van den Bosch is self-evident and trust that you will support his nomination. Against this background, the Board of Stichting Prioriteit NSI is waiving its right to make a binding nomination. Yours faithfully, on behalf of the Supervisory Board on behalf of Stichting Prioriteit NSI H. Habas J. Timmer chairman Nieuwe Steen Investments nv Nieuwe Steen 27 P.O. box 4145, 1620 HC Hoorn t f info@nsi.nl Rabobank KvK Hoorn BTW nummer NL B01

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8 Nieuwe Steen HV Hoorn P.O. box HC Hoorn t f