GENERAL MEETING OF SHAREHOLDERS BRUNEL INTERNATIONAL N.V.
Shareholders and other persons entitled to attend the meeting of Brunel International N.V. (‘Company’) are invited to attend the general meeting of shareholders that will take place on Thursday 14 May 2020 at 2.30 p.m. at B. Amsterdam, Building B.3 at Johan Huizingalaan 400, 1066 JS Amsterdam.
Agenda:
1. Opening
2. Report of the board of directors for the financial year 2019 (for information)
3. Consideration of the implementation of the remuneration policy (advisory vote)
4. Amendment of the remuneration policy for the executive board and the supervisory board (voting item)
5. Discussion and adoption of the annual accounts for the financial year 2019 (voting item)
6. Approval of the board of directors' management in 2019 and discharge from liability of the members of the board of directors (voting item)
7. Approval of the supervisory board's supervision in 2019 and discharge from liability of the members of the
supervisory board (voting item)
8. Reserves and dividend policy (for discussion)
9a. Designation of the board of directors as the body authorised to issue shares (voting item)
9b. Designation of the board of directors as the body authorised to limit or exclude the pre-emption right in the issue of shares (voting item)
10. Authorisation of the board of directors to purchase own shares in the Company’s capital (voting item)
11. Amendment of the articles of association (voting item)
12. Corporate governance (for discussion)
13. Proposal to reappoint the external auditor (voting item)
14. Any other business
15. Close
The agenda with notes, the annual report and the explanation to the annual accounts as well as the motion for amendment of the articles of association and the explanation thereto are available for inspection and can be obtained free of charge from Brunel International N.V., John M. Keynesplein 33, 1066 EP Amsterdam, as well as from ABN AMRO Bank N.V. (“ABN AMRO”, e-mail: ava@nl.abnamro.com), and can be viewed on the website of Brunel International N.V. (www.brunelinternational.net).
Persons who are in possession of shares of Brunel International N.V. or are otherwise entitled to attend meetings in respect of shares in the Company's capital on 16 April 2020 after processing of all subscriptions and withdrawals per this date (the “Record Date”) and have notified their intention to attend the meeting as described below will have access to the meeting.
Notification
Shareholders, usufructuaries and holders of a right of pledge on shares, insofar as they are entitled to attend the General Meeting of Shareholders, who wish to attend the meeting in person or by means of a proxy are requested to register themselves via www.abnamro.com/evoting or register through their financial intermediary as of 17 April 2020, but no later than 5 p.m. CET on 7 May 2020.
In all circumstances the intermediaries will need to issue a statement via www.abnamro.com/intermediary, no later than 11 a.m. CET on 8 May 2020, stating that the shares were registered in the name of the holder thereof on the Record Date whereupon the holder will receive a proof of registration (the "Registration Note) which will also serve as an admission ticket for the meeting. In addition, the intermediaries are requested to include the full address details of the relevant ultimate beneficial holders in order to be able to verify the shareholding on the Record Date in an efficient manner. The voting and meeting rights can also be exercised by a proxy. Proxy and voting instructions can be given from 17 April 2020 until 7 May 2020 at 5 p.m. CET via www.abnamro.com/evoting.
Shareholders or other persons entitled to attend the meeting who are not in position to give their proxy and voting instructions in electronic form may file a written proxy at the offices of the Company no later than 7 May 2020 at 5 p.m. CET. The person exercising the proxy should present the Registration Note and a copy of the proxy at the registration desk prior to the meeting. Attendees to the meeting may be requested to show a valid identification.
Coronavirus (COVID-19) outbreak
In light of the evolving coronavirus outbreak, Brunel International N.V. is closely monitoring the situation. For the time being, the current situation does not provide sufficient reason to postpone the meeting.
To mitigate potential health risks, Brunel International N.V. kindly makes the unusual request to its shareholders not to attend the meeting in person, and to make use of the option to exercise their voting rights by way of electronic or written proxy. In order to enable shareholder viewing, the meeting will be made public via video webcasting. It will not be possible to vote and/or ask questions via the webcast.
Questions by shareholders
Brunel International N.V. is inviting shareholders to submit any questions in relation to the agenda items prior to the meeting. These questions shall be addressed and discussed jointly during the meeting. Shareholders are invited to address any such questions to the corporate secretary, Mrs M.J.J. Rijnja, at the offices of Brunel International N.V. (P.O. Box 9081, 1006 AB Amsterdam) or by e-mail at m.rijnja@brunel.net by Friday 8 May 2020 at 05:00 p.m. CET at the latest.
In order to further mitigate potential health risks, the Company will not organise social gatherings surrounding the meeting. Unfortunately, this means no pre-or postmeeting receptions will take place. The members of the supervisory board and board of directors present during the meeting will not be available for social interaction other than at the meeting itself. Brunel International N.V. will continue to monitor developments closely and is bound by any further measures announced by the Dutch government. Depending on any further measures, the Company may impose additional requirements regarding the presence of shareholders at the meeting or even postpone the meeting. Brunel International N.V. advises people to regularly check its website for any further updates.
Amsterdam, 31 March 2020
The board of directors