Annual General Meeting of shareholders of Nutreco N.V.

Size: px

Start display at page:

Download "Annual General Meeting of shareholders of Nutreco N.V."

Arthur York
5 years ago
Views:

Annual General Meeting of shareholders of Nutreco N.V. 27 March 2012 The Annual General Meeting of Shareholders of Nutreco N.V. (the Company ) will be held on Tuesday, 27 March 2012 at 02.

1 Annual General Meeting of shareholders of Nutreco N.V. 27 March 2012 The Annual General Meeting of Shareholders of Nutreco N.V. (the Company ) will be held on Tuesday, 27 March 2012 at p.m. at the Flint, Coninckstraat 60, Amersfoort, The Netherlands

2 AGENDA 1. Opening and notifications 1.1 Opening 1.2 Notifications 2. Report by the Supervisory Board and by its sub-committees for the 2011 financial year (for information) 3. Report by the Executive Board for the 2011 financial year (for information) Financial Statements and dividend 4.1 Adoption of the 2011 Financial Statements (for resolution) 4.2 Payment of dividend (for resolution see explanatory note) 5. Discharge (see explanatory note) 5.1 Discharge of the members of the Executive Board for their management during 2011 (for resolution) 5.2 Discharge of the members of the Supervisory Board for their supervision during 2011 (for resolution) 6. Appointment of auditor to audit the 2013 Financial Statements (for resolution see explanatory note) 7. Amendment of the Company s Articles of Association (for resolution see explanatory note) 8. Designation to grant or issue (rights to acquire) ordinary shares Nutreco N.V. 8.1 Designation of the Executive Board as the corporate body authorised subject to the approval of the Supervisory Board to issue ordinary shares and to grant rights to subscribe for ordinary shares as provided for in article 8 of the Company s Articles of Association for a period of 18 months (for resolution see explanatory note) 8.2 Designation of the Executive Board as the corporate body authorised subject to the approval of the Supervisory Board to restrict or to exclude pre-emption rights entitled to the shareholders as provided for in article 9 of the Company s Articles of Association for a period of 18 months (for resolution see explanatory note) 9. Authorisation to buy-back ordinary shares Nutreco N.V. Authorisation of the Executive Board subject to the approval of the Supervisory Board to buy-back the Company s own ordinary shares as provided for in article 10 of the Company s Articles of Association for a period of 18 months (for resolution see explanatory note) 10. Any other business 11. Closing Amersfoort, 14 February 2012 Executive Board Nutreco N.V. P.O. Box AG AMERSFOORT 2

3 EXPLANATORY NOTES TO THE AGENDA FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NUTRECO N.V. TO BE HELD ON TUESDAY, 27 MARCH 2012 EXPLANATORY NOTE TO AGENDA ITEM 4.2 Payment of dividend Nutreco s current dividend policy was updated in 2006, when the pay-out ratio was raised from a range of 30-35% to 35-45% of net profit attributable to ordinary shareholders, excluding impairment charges and book results on disposed activities. With this bandwidth, we aim at a consistent and predictable dividend policy, while maintaining a strong financial profile with sufficient resources to execute our strategy Ambition It is proposed that for 2011 a total dividend of EUR 1.80 (2010: EUR 1.50) per ordinary share shall be distributed to the holders of ordinary shares in Nutreco N.V. The pay-out ratio amounts to 45% (2010: 45%). Of this total dividend of EUR 1.80 per ordinary share, the Company has already distributed as interim dividend an amount of EUR 0.50 per ordinary share in August 2011, so the final dividend amounts EUR 1.30 per ordinary share. The remaining portion of the profit will be added to the reserves. The ex-dividend date will be 29 March 2012 and the record date will be, including all additions and deletions per such date, 2 April In accordance with article 30.2 of the Company s Articles of Association ( Articles of Association ) the Executive Board, with the approval of the Supervisory Board, proposes to pay the final dividend of EUR 1.30 per ordinary share, at the discretion of the shareholders, either in cash or in the form of ordinary shares in the capital of the Company. The election period will run from 29 March 2012 up to and including 13 April Approval of this resolution includes the resolution to issue and/or repurchase a number of ordinary shares to the extent necessary to pay out the stock dividend and also includes the resolution to exclude the pre-emption rights in relation to this issue. The conversion ratio will be determined by the Executive Board on 13 April 2012 after close of trading, based on the weighted average share price on the last three days of the period allowed for shareholders to notify the Company of their preference, i.e. 11, 12 and 13 April Both the cash and stock dividends will be put at the shareholders disposal on 19 April The value of the stock dividend will be (approximately) equal to the cash dividend. Shares required for the stock dividend have been or will be issued and/or repurchased by the Company. These new ordinary shares will be entitled to dividend over the year 2012 and following. The shares to be issued as stock dividend will be admitted to trading without a prospectus pursuant to article 5:4 sub e of the Financial Markets Supervision Act (Wet op het financieel toezicht). EXPLANATORY NOTE TO AGENDA ITEM 5 Discharge of the members of the Executive Board for their management during 2011 and of the members of the Supervisory Board for their supervision during 2011 It is proposed that the members of the Executive Board in office in the 2011 financial year will be discharged in respect of the policies pursued by them during the previous financial year and that the members of the Supervisory Board in office in the 2011 financial year will be discharged in respect of the supervision exercised by them during the previous financial year, insofar as these policies and supervision are evident from the books and as notified to the Annual General Meeting of Shareholders. The discharge of the members of the Executive Board and of the members of the Supervisory Board will be voted on separately. 3

4 EXPLANATORY NOTE TO AGENDA ITEM 6 Appointment of auditor to audit the 2013 Financial Statements Pursuant to article 2:393 of the Dutch Civil Code, the General Meeting of Shareholders charges an external auditor with the task of auditing the annual accounts. In the meeting held on 28 March 2011, the General Meeting of Shareholders charged KPMG Accountants N.V. in Amstelveen with the auditing of the accounts for the reporting year Since KPMG Accountants N.V. is performing its tasks to full satisfaction, the Executive Board, with the support of the Supervisory Board and its Audit Committee, proposes to charge KPMG Accountants N.V. in Amstelveen with the auditing of the annual accounts for the reporting year 2013, subject to the Audit Committee s prior approval regarding the performance and fee proposal of KPMG Accountants N.V. EXPLANATORY NOTE TO AGENDA ITEM 7 Amendment of the Company s Articles of Association The Supervisory Board, after consultation with the Executive Board, proposes to amend the Articles of Association. The proposed amendments are amendments due to Dutch law and technical amendments. The amendments relate mainly to deletion of references in the articles to the Cumulative Preference shares A, which class of shares has been redeemed and withdrawn in March Other amendments relate to changes in legislation, flexibilization and a few textual changes. Below is a summary of the changes to the Articles of Association. A copy of the complete text of the proposed amendments with an explanation thereto (together with this agenda and the explanatory notes) is available for inspection at the offices of the Company in Boxmeer (telephone: ; ava@nutreco.com) and at the offices of The Royal Bank of Scotland N.V. in Amsterdam (telephone: ; corporate.actions@rbs.com), for every shareholder free of charge until the conclusion of this Annual General Meeting of Shareholders and is also published on our corporate website ( Cumulative Preference shares A It is proposed to delete all references and related clauses to the Cumulative Preference shares A from the Articles of Association. The class A shares, that was issued in , was repurchased at 31 December 2010 and withdrawn in March The repurchase and subsequent withdrawal were approved by an Extraordinary General Meeting of Shareholders held on 21 December Since any potential future issuance of a separate class of Cumulative Preference shares A requires approval of the General Meeting of Shareholders, given the special voting and dividend rights usually attached to such class of shares, the deletion of this class of shares from the Articles of Association does not restrict any present rights of the shareholders or the Company. The deletion from the related clauses, however, will improve the overview and readability of the Articles of Association. Other Amendments In addition to the amendments described above, some other amendments are proposed that are driven by legislation: Article 5: As a result of an amendment of the Wet giraal effectenverkeer as of 1 January 2011, it is no longer possible to handover individual shares out of the collective deposit; Article 8.9 is deleted, because of the deletion of Annex X of the Listing and Issuing Rules. The regulation to cancel issued cumulative preference shares is now laid down in the Financial Markets and Supervision Act (Wet op het financieel toezicht); Article 10 now refers to article 2:98 of the Dutch Civil Code, which allows a repurchase of ordinary shares of theoretically 50%. However, any repurchase of Nutreco shares by the Executive Board requires a mandate provided by the General Meeting of Shareholders, such proposal for a mandate to repurchase shares will under normal circumstances be capped at 10%. Any specific repurchases of ordinary shares exceeding the threshold of 10% will be submitted to the General Meeting of Shareholders for its approval; Article 15: The proposed conflict of interest procedure is in line with the procedure laid down in the Corporate Governance Code, and is covered in the Regulation of the Executive Board; Articles 21 and 22: The proposed amendments relate to amendments in the Dutch Civil Code as of 1 July 2010, and to amendments in the Wet giraal effectenverkeer as of 1 January

5 Votes, Quorum and Power of Attorney Pursuant to Article 23 of our Articles of Association, an amendment of our Articles of Association requires the affirmative vote of an absolute majority of the votes casted at the meeting. By voting FOR agenda item 7, this proposal also includes granting a power of attorney to every member of the Executive Board, the Company Secretary and any notarial employee of De Brauw Blackstone Westbroek to execute the deed of amendment pursuant to Dutch law. EXPLANATORY NOTE TO AGENDA ITEM 8 Designation to grant or issue (rights to acquire) ordinary shares Nutreco N.V. 8.1 Designation of the Executive Board as the corporate body authorised subject to the approval of the Supervisory Board to issue ordinary shares and to grant rights to subscribe for ordinary shares as provided for in article 8 of the Company s Articles of Association for a period of 18 months In accordance with article 8 of the Articles of Association a request is made to designate the Executive Board as the corporate body authorised subject to the approval of the Supervisory Board to issue ordinary shares and to grant rights to subscribe for ordinary shares. The authorisation will be limited to 10% of the issued ordinary shares as at the time of this authorisation, which percentage will be increased to 20% in case of mergers and acquisitions. This designation is requested to allow the Executive Board to react in a timely way with regard to the financing of the Company. Share-issuance may be used for the purposes of covering obligations arising from Executive Board and senior management share plans and to cover for stock dividends, but may also be an instrument to finance (part of) acquisitions. The period of the requested designation is 18 months, in accordance with the current Corporate Governance practice, starting after approval of the proposed resolution. The designation granted by the Annual General Meeting of Shareholders on 28 March 2011 will cease to apply after approval of this proposed resolution. 8.2 Designation of the Executive Board as the corporate body authorised subject to the approval of the Supervisory Board to restrict or to exclude pre-emption rights entitled to the shareholders as provided for in article 9 of the Company s Articles of Association for a period of 18 months In accordance with article 9 of the Articles of Association it is proposed to designate the Executive Board as the corporate body authorised subject to the approval of the Supervisory Board to restrict or to exclude pre-emption rights in connection with the issue of/grant of rights to subscribe for ordinary shares in accordance with article 2:96 of the Dutch Civil Code. As it is the case for the proposal referred to under agenda item 8.1, the designation is limited to a period of 18 months, starting after approval of the proposed resolution. The designation granted by the Annual General Meeting of Shareholders on 28 March 2011 will cease to apply after approval of this proposed resolution. No pre-emption rights exist in respect of ordinary shares issued against a non-cash contribution. In the event of issue of ordinary shares against payment in cash, holders of ordinary shares have pre-emption rights to subscribe for these new shares during a period of at least fourteen days, as to be published in the Offical Gazette of The Netherlands (Staatscourant). The designation requested under this agenda item will permit the Executive Board to exclude or limit pre-emption rights in relation to share based incentive schemes. Furthermore, the pre-emption rights can be limited or excluded - for up to 20% of the total issued share capital at the time of the decision to issue shares or grant rights to acquire shares - if it would be desirable to pay (part of) an acquisition in the form of Nutreco ordinary shares. The Executive Board will only exercise this authority taking into account the limitations identified in this explanatory note and exclusively for the objectives described in this explanatory note. In order for this proposal to be adopted, a majority of at least 2/3 of the votes is required if less than 50% of the issued share capital is represented at the meeting. If half or more of the issued share capital is represented, a simple majority is sufficient. 5

6 EXPLANATORY NOTE TO AGENDA ITEM 9 Authorisation to buy-back ordinary shares Nutreco N.V. Authorisation of the Executive Board subject to the approval of the Supervisory Board to buy-back the Company s own ordinary shares as provided for in article 10 of the Company s Articles of Association for a period of 18 months In accordance with article 10 of the Articles of Association a request is made to authorise the Executive Board subject to the approval of the Supervisory Board and without prejudice to the provisions of article 2:98 of the Dutch Civil Code, to acquire ordinary shares, representing a maximum of 10% of the Company s issued share capital. The ordinary shares will be acquired at the stock exchange or otherwise at a price per ordinary share between the nominal value of the ordinary shares and 110% of the average price of the ordinary shares on Euronext Amsterdam by NYSE Euronext during the five trading days prior to the acquisition as published in the Officiële Prijscourant of NYSE Euronext Amsterdam. This authorisation to buy-back shares provides the Executive Board with the approval of the Supervisory Board the required flexibility to fulfil its obligations deriving from employment related share plans, stock dividend or for other purposes. The period of the requested authorisation is 18 months, starting after approval of the proposed resolution. The authorisation granted by the Annual General Meeting of Shareholders on 28 March 2011 will cease to apply after approval of this proposed resolution. 6

3. Report of the Supervisory Board and of its sub-committees for the financial year 2011 (information)

3. Report of the Supervisory Board and of its sub-committees for the financial year 2011 (information) Agenda AGM 2012 AGENDA Annual General Meeting of Shareholders of SBM Offshore N.V. (the Company ) to be held on Wednesday, 16 May 2012 at 2.30 p.m. in the Eduard Flipse Hall at the De Doelen Convention