BCRE-Brack Capital Real Estate Investments N.V. (registered with the Trade Register of the Chamber of Commerce under number )

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should seek your own personal financial advice from your stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your Shares please forward this document and the accompanying Form of Proxy at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or otherwise transferred only some of your Shares, you should retain this document and consult with the stockbroker, bank or other agent through whom the sale or transfer was effected. The Directors, whose names appear on page 6 of this document, accept responsibility, both individually and collectively, for the information contained in this document. To the best of the knowledge of the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the importance of such information. BCRE-Brack Capital Real Estate Investments N.V. (registered with the Trade Register of the Chamber of Commerce under number ) Notice of Annual General Meeting This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities. This document provides you with information about the proposals but does not invite you to participate in them. This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 6 to 10 of this document and in which the Directors recommends that Shareholders vote in favour of the Resolutions. Notice of the Annual General Meeting of BCRE-Brack Capital Real Estate Investments N.V. to be held at Barbara Strozzilaan 201, 1083 HN Amsterdam, the Netherlands on Thursday, 7 June 2018 commencing at 9 a.m. UK BST (10 a.m. CEST) is set out on pages 11 to 13 of this document. Holders of Shares will find enclosed a Form of Proxy for use at the Annual General Meeting. Holders of Depositary Interests will find a Form of Direction by which they can instruct Link Market Services Trustees Limited to vote in respect of their interest. To be valid, the enclosed Form of Proxy must be received at Barbara Strozzilaan 201, 1083 HN Amsterdam, the Netherlands no t later than 48 hours before the time appointed for the holding of the Annual General Meeting. To be valid, the Forms of Direction must be received not later than 72 hours before the time appointed for the holding of the Annual General Meeting. Copies of this document will be available, free of charge, until the Annual General Meeting, at the Company s registered office during normal business hours (other than on Saturdays, Sundays and public holidays) and at the Company s website, The distribution of this document in jurisdictions other than the United Kingdom and the Netherlands may be restricted by law and therefore persons into whose possession this document and/or the accompanying Form of Proxy or Form of Direction comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction. 1

2 CONTENTS Page Indicative Timetable of Events... 3 Definitions... 4 Letter from the Chairman of the Company... 6 Notice of Annual General Meeting

3 INDICATIVE TIMETABLE OF EVENTS Publication of this document: 26 April 2018 Record Date 10 May 2018 Latest time and date for receipt of Forms of Proxy: 9 a.m. UK BST (10 a.m. CEST) on 5 June 2018 Latest time and date for receipt of Forms of Direction: 9 a.m. UK BST (10 a.m. CEST) on 4 June 2018 Annual General Meeting: 7 June

4 DEFINITIONS The following definitions apply throughout this document and in the accompanying Form of Proxy unless the context otherwise requires: Articles Annual Accounts the articles of association of the Company; the annual accounts of the Company for the financial year ended 31 December 2017; Annual General Meeting or AGM the Annual General Meeting of the Company, convened for 9 a.m. UK BST (10 a.m. CEST) on Thursday, 7 June 2018, and any adjournment thereof, notice of which is set out on page 11; Auditor Board or Directors Board Report BST Chairman s Letter Company CEST CREST CREST Regulations Depositary Depositary Interest Directors Directors Report Form of Direction the Company s statutory auditor; the directors of the Company as at the date of this document; the board report of the Company; British Summer Time; the letter from the Chairman of the Company to the Shareholders contained in this document; BCRE-Brack Capital Real Estate Investments N.V.; Central European Summer Time; the relevant system as defined in the CREST Regulations for the paperless settlement of trades in securities in accordance with the CREST Regulations operated by Euroclear; the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended; Link Market Services Trustees Limited, an English company limited by shares, registered number whose registered office is at 34 Beckenham Road, Beckenham, Kent, BR3 4TU; a dematerialised Depositary Interest issued by the Depositary in respect of, and representing on a 1 for 1 basis, underlying Shares, which can be held or transferred through CREST; the members of the Board, including both executive and nonexecutive members, as at the date of this document; the directors report for the financial year ended 31 December 2017; the Form of Direction enclosed with this document for use by Shareholders that hold Depositary Interests in connection with the Annual General Meeting; 4

5 Form of Proxy Group Notice Policy or Remuneration Policy Record Date Resolutions Shares the form of proxy enclosed with this document for use by Shareholders in connection with the Annual General Meeting; BCRE group of companies; the notice of Annual General Meeting which is set out at the end of this document; the Remuneration Policy for the Company s Board; means 6 p.m. UK BST (7 p.m. CEST) on Thursday, 10 May 2018; the resolutions to be proposed at the Annual General Meeting, details of which are set out in the Notice; the Shares of EUR 0.01 each in the capital of the Company; Shareholder or Shareholders UK the holder or holders of Shares and/or, as the context requires, Depositary Interests; the United Kingdom of Great Britain and Northern Ireland. 5

6 LETTER FROM THE CHAIRMAN OF BCRE-BRACK CAPITAL REAL ESTATE INVESTMENTS N.V. BCRE-Brack Capital Real Estate Investments N.V. Directors: Harin Thaker (Chairman and Non-executive Director) Daniel Aalsvel (Non-executive Director) Michiel Olland (Executive Director) Registered Office: Barbara Strozzilaan 201, 1083 HN Amsterdam, The Netherlands Dear Shareholder 26 April 2018 Notice of Annual General Meeting 1 Introduction The purpose of this circular is to provide you with the notice and agenda for the Annual General Meeting. Before the meeting, the following meeting documents are available to holders of Shares and holders of Depositary Interests: a. The agenda with explanatory notes and the announcements that are required by virtue of law and the Articles; b. The Directors Report; and c. The Annual Accounts. The meeting documents are available on the website of the Company as of 26 April Discussion on implementation of the remuneration policy in 2017 (discussion item) The remuneration report is included in the Directors Report, page 38 and onwards and provides for the relevant details of the remuneration of each of the Directors. 3 Discussion of the implementation of the Corporate Governance Code. (discussion item) The implementation of the Corporate Governance Code is explained in the Directors Report, page 23 and onwards. 4 Discussion of the Directors Report for the year ended 31 December 2017 (discussion item) 5 Discussion and adoption of the Annual Accounts for the year ended 31 December 2017 (voting item) 6

7 It is proposed to adopt the Annual Accounts. 6 Discussion of the dividend policy (discussion item) The dividend policy is explained in the Directors Report, page 123 and onwards. 7 Appropriation of profits (voting item) It is proposed that no distribution will be made for the year ended 31 December 2017, with a view to increasing the Company s liquidity. In accordance with article 30 of the Company s Articles of Association, the Board of Directors proposes to the General Meeting of the shareholders to add the 2017 loss of 33,963 thousand to the other reserves. 8 Discharge of the Directors (voting item) It is proposed to discharge the Directors from all liability in respect of their duties performed in the financial year ended 31 December Reappointment of the members of the Board The current terms of appointment of Harin Thaker and Michiel Olland expire as of the first day following the Annual General Meeting of 7 June Harin Thaker and Michiel Olland are each eligible for reappointment. With a view to the above, the Board has decided, in accordance with article 18.4 of the Articles, to nominate Harin Thaker and Michiel Olland for reappointment as members of the Board and proposes, in accordance with article of the Articles, to reappoint Harin Thaker and Michiel Olland as the members of the Board, effective as from the date of the Annual General Meeting, 7 June All proposed reappointments are in principle until the first day following the Company s annual general meeting in a. Reappointment of Harin Thaker as non-executive member of the Board (voting item) Harin Thaker has been with the Group since April 2013 and is currently the Chairman of the Company. He was initially appointed as an Executive Director and was re-appointed as non-executive Director with effect from 15 May Since 2013, Harin Thaker has been Chief Executive of Aeriance Investments S.A., which is an independent multi-strategy and multi product Debt Manager, established in Aeriance has raised 600 million of equity across 4 closed-end funds focusing on commercial and residential lending such as whole loans, stretch senior, mezzanine and bridge financing across North western countries of Europe. Since 2012, Harin Thaker has been a non-executive director of AIM listed company, Secure Property Development & Investment. Prior to these appointments, Harin Thaker was Head of International Real Estate Finance at PBB Deutsche Pfandbriefbank, a specialised lender in real estate finance and public sector finance from 2008 until Harin Thaker also served as a General Manager at Hypo Real Estate Bank International, before becoming a member of its management board in 2007 (prior to its merger with Hypo Real Estate Bank in 2009). Between 2005 and 2008, he was Chief Executive EMEA at Hypo Real Estate Bank International. In 1992, Harin Thaker joined Hypo Property holdings, a principal finance activity of the bank. Harin Thaker holds an MBA from London Guildhall University. 7

8 b. Reappointment of Michiel Olland executive member of the Board (voting item) Michiel Olland has been an Executive Director of the Company since 15 May Michiel Olland is also the principal of MO Real Estate B.V., an investment, capital and finance services firm based in the Netherlands and is Investment Management Director at Collegiate AC, a UK based international student accommodation operating platform with management, development and investment services. Between 2006 and 2011, Michiel Olland was a Managing Director International at SNS Property Finance, formerly known as Bouwfonds Property Finance, an ABN Amro subsidiary. Previously, Michiel Olland was Executive Vice President and Global Co-head of the real estate investment division of Dutch pension fund ABP (APG) and was also Chief Financial Officer at KFN, ABP s Dutch office fund. Between 1992 and 2001, he was a real estate banker at ING Group. Michiel Olland has been a founding member and Chairman of the board of INREV, the European association for Investors in Non-listed Real Estate Vehicles. Michiel Olland s experience includes real estate fund management, finance and investment, capital markets, private equity, risk analysis and governance. Michiel has completed the general management program from INSEAD (CEDEP) (France) and holds a Master in Law degree from the University of Utrecht, Netherlands. 10 Appointment of a non-executive member of the Board (voting item) The Board has decided to nominate for appointment Moshe Lustig as an independent non-executive member of the Board. Moshe Lustig (70) is a developer, owner and operator of a large self-owned residential and commercial portfolio in the US, as well as investments with the Resnick family in Manhattan, New York. Moshe Lustig has over 40 years knowledge and personal experience encompassing acquisitions and disposals, asset management, capital markets, development, design, construction and leasing. Moshe Lustig has a B.A. from Hebrew College, and has attended multiple business courses at Boston University and Boston College. In view of Moshe Lustig broad experience in real estate, the Board is of the view that Moshe Lustig fits very well in the Board profile. The Board expects that Moshe Lustig will make a valuable contribution to the Company s Board, and therefore, the Board has decided to nominate Moshe Lustig for appointment as a non-executive Board member for a period ending on the first day following the next Annual General Meeting. 11 Delegation to the Board of the authority to acquire Shares and Depositary Interests (voting item) It is proposed to authorize the Board until the first day following the Company s annual general meeting in 2019 to acquire fully paid up Shares or Depositary Interests, provided that: a. the purchase price per Share or Depositary Interest shall not be less than the nominal value and not higher than 110% of the market price at the time of the transaction; b. the aggregate nominal amount of the Shares or Depositary Interests to be acquired together with the Shares or Depositary Interests which are already held and the Shares or Depositary Interests on which a right of pledge is held, by the Company, or by its subsidiaries, shall not exceed the maximum amount as prescribed by law and regulations; c. all other regulations of the Articles and law shall be adhered to; and d. market price at the time of the transaction is determined in such case by reference to the previous day s closing price of the Daily Official List of the London Stock Exchange. 8

9 12 Designation of the Board as authorized body to issue Shares, to grant rights to acquire Shares and to restrict pre-emptive rights a. Designation of the Board as authorized body to issue Shares and to grant rights to acquire Shares (voting item) b. Designation of the Board as authorized body to limit or exclude pre-emptive rights to the issuance of Shares (voting item) It is proposed, in accordance with article 8 of the Articles to designate the Board, as currently provided in article 8.1 of the Articles, until the the first day following the Company s annual general meeting in 2019 as the body authorized to resolve to: a. issue Shares and to grant rights to subscribe for Shares; this authorization applies to 10% of the issued share capital of the Company at the date of the Annual General Meeting; and b. limit or exclude pre-emptive rights related to the issuance of Shares or the granting of rights to acquire Shares. 13 General Meeting A notice convening the Annual General Meeting to be held at Barbara Strozzilaan 201, 1083 HN Amsterdam, the Netherlands on 7 June 2018 commencing at 9 a.m. UK BST (10 a.m. CEST) is set out on page 11 of the Notice. Further background on the Resolutions can be found in the explanatory notes to the Notice. 14 Voting A Form of Proxy for use by Shareholders at the Annual General Meeting is enclosed with this document. Whether or not you propose to attend the Annual General Meeting, you are encouraged to complete and sign the Form of Proxy in accordance with the instructions printed thereon and to return it to the Company, as soon as possible and in any event so as to be received no later than 9 a.m. UK BST (10 a.m. CEST) on 5 June 2018 (being 48 hours before the time appointed for the holding of the Annual General Meeting). The return of a completed Form of Proxy or the submission by CREST members of an electronic proxy appointment will not preclude you from attending the Annual General Meeting and voting in person, should you so wish. Holders of Depositary Interests in the Company wishing to instruct Link Market Services Trustees Limited, the Depositary, to vote in respect of the holder s interest should use the enclosed Form of Direction. The completed Form of Direction must be received by Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and in any event so has to be received no later than 9 a.m. UK BST (10 a.m. CEST) on 4 June 2018 (being 72 hours before the time appointed for the holding of the Annual General Meeting). 15 Record Date Only Shareholders entered on the register of members of the Company at 6 p.m. UK BST (7 p.m. CEST) on 10 May 2018 shall be entitled to attend and vote at the Annual General Meeting in respect of the number of Shares registered in their name at that time. Changes to entries on the register of members after 6 p.m UK BST (7 p.m. CEST) on 10 May 2018 shall be disregarded in determining the rights of any person to attend or vote at the meeting. The length of time between the Record Date and the Annual General Meeting is set by Dutch Law. 9

10 Yours faithfully Harin Thaker, Chairman 10

11 NOTICE OF ANNUAL GENERAL MEETING The Shareholders and persons entitled to attend the Shareholders meetings of BCRE-Brack Capital Real Estate Investments N.V. are invited to attend an Annual General Meeting of Shareholders (AGM) on 7 June 2018 commencing at 9 a.m. UK BST (10 a.m. CEST), with the agenda set out herein. AGENDA Opening 1. Discussion of the implementation of the remuneration policy in 2017 (discussion item). 2. Discussion of the implementation of the Corporate Governance Code (discussion item). 3. Discussion of the Directors Report for the year end 31 December 2017 (discussion item). 4. Discussion and adoption of the Annual Accounts for the year end 31 December 2017 (voting item) (Resolution 1). 5. Discussion of the dividend policy (discussion item). 6. Appropriation of profits (voting item) (Resolution 2). 7. Discharge of the Directors (voting item) (Resolution 3). 8. Reappointment of the members of the Board: a. Reappointment of Harin Thaker as non-executive member of the Board (voting item). (Resolution 4a) b. Reappointment of Michiel Olland as executive member of the Board (voting item). (Resolution 4b) 9. Appointment of a non-executive member of the Board (voting item) (Resolution 5). 10. Delegation to the Board of the authority to acquire Shares and Depositary Interests (voting item) (Resolution 6). 11. Designation of the Board as authorized body to issue Shares, to grant rights to acquire Shares and to restrict pre-emptive rights: a. Designation of the Board as authorized body to issue Shares and to grant rights to acquire Shares (voting item). (Resolution 7a) b. Designation of the Board as authorized body to limit or exclude pre-emptive rights to the issuance of Shares (voting item). (Resolution 7b) 12. Any other business. Closing Notes On 26 April 2018, 159,596,899 Shares are in issue. The total number of voting rights to be exercised on Shares in issue as of 26 April 2018 is 159,596,899. This notice, including the agenda, the explanatory notes to this agenda, the Form of Proxy or Form of Direction and voting and voting instructions, the total number of Shares in issue and voting rights to be exercised on Shares on the day hereof and on the Record Date (if changes took place) are available free of charge at the registered office of the Company, at Barbara Strozzilaan 201, 1083 HN Amsterdam, the Netherlands, tel. +31 (0) or Viorica@brack- 11

12 capital.com and as well as on the Company's website ( for the Shareholders and for Holders of Depositary Interests issued by Link Market Services Trustees Limited, as Depositary, at linkgroup.co.uk. Record date The persons who will be considered as entitled to vote and/or attend the AGM, are those persons who are Shareholders or holders of Depositary Interests registered as such in a (sub)register designated by the Board on the Record Date, after processing of all settlements on that date and who have made a notification in the manner set out below. The (sub)registers which have been designated as such are the records as at the Record Date of the Depositary for the holders of Depositary Interests under the CREST-system. For holders of Shares who are not administered under the CREST-system, the designated (sub)register is the Company's register of shareholders. Registering to vote Holders of registered Shares and holders of a right of pledge or a right of usufruct on such Shares with voting rights who are registered in person in the shareholders' register of the Company at the Record Date who wish to attend the meeting in person or appoint a representative, will be entitled to attend the AGM if they have notified the Board of their attendance by 9 a.m. UK BST (10 a.m. CEST) on 5 June 2018, by submitting a written statement that they wish to attend the meeting, including the number of Shares notified for registration and held by the Shareholder entitled to vote at the Record Date. Holders of Depositary Interests who are registered in person in the register of the Depositary as of the Record Date who wish to attend the meeting in person or appoint a representative, should contact the Depositary no later than 9 a.m. UK BST (10 a.m. CEST) on 4 June 2018, to request a Letter of Representation. Each Shareholder and other person entitled to vote will receive a confirmation of his or her notification to attend the meeting, including the number of Shares registered for the meeting. This confirmation will serve as admission certificate and upon submission thereof will allow the Shareholder or other person entitled to vote or their proxy access to the meeting. Voting by proxy Subject to compliance with the above provisions, Shareholders and other persons entitled to vote can attend and vote at the AGM in person or by proxy. Proxies need to be in writing (form available free of charge on and should at the discretion of the Company sufficiently identify the Shareholder and other person entitled to vote (as applicable) and the proxy holder and the number of Shares for which the proxy holder will represent the relevant person at the AGM. In order to give proxy and voting instructions, the Shareholder (a) must have registered his or her Shares as set out above and (b) the duly completed and signed proxy including, as appropriate, voting instructions, must be received by the Company (see contact details below) no later than 9 a.m. UK BST (10 a.m. CEST) on 5 June Proxy holders representing multiple Shareholders whose voting instructions require that they cannot vote individual Resolutions similarly for all Shares which they represent (for, against, abstain), will need to contact the Company (see contact details below) no later than on 9 a.m. UK BST (10 a.m. CEST) on 4 June 2018, in order to procure appropriate processing of their instructions. Persons without a valid admission certificate will not be given access to the meeting. Attendants may be asked for identification prior to being admitted. Amsterdam, 26 April 2018 Board Communication with the company regarding the above information through: 12

13 BCRE-Brack Capital Real Estate Investments N.V. and Board BCRE-Brack Capital Real Estate Investments N.V. and Explanatory Notes to the Agenda for the Annual General Meeting of shareholders (AGM) of BCRE- Brack Capital Real Estate Investments N.V. (Company) Discussion item Discussion on implementation of the Remuneration Policy in 2017 (discussion item). The remuneration report is included in the Directors Report, page 38 and onwards and provides for the relevant details of the remuneration of each of the Directors. Discussion item Discussion of the implementation of the Corporate Governance Code. (discussion item). The implementation of the Corporate Governance Code is explained in the Directors Report, page 23 and onwards. Discussion item Discussion of the Directors Report (discussion item). The Directors Report is available on the website of the Company as of 26April Resolution 1 Discussion and adoption of the Annual Accounts for the financial year ended 31 December 2017 (voting item). It is proposed to adopt the Annual Accounts for The Annual Accounts for 2017 are available on the website of the Company as of 26 April Discussion item Discussion of the dividend policy (discussion item). The dividend policy is explained in the Directors Report, page 123 and onwards Resolution 2 Allocation of profits (voting item). The Board proposed that no distribution will be made for the year ended 31 December 2017, with a view to increasing the Company s liquidity. In accordance with article 30 of the Company s Articles of Association, the Board of Directors proposes to the General Meeting of the shareholders to add the 2017 loss of 33,963 thousand to the other reserves. Resolution 3 Discharge of the Directors (voting item). It is proposed to discharge the Directors from all liability in respect of their duties performed in the financial year ended on 31 December Resolutions 4 a through d 13

14 Reappointment of the Directors (voting item). The Board has decided, to nominate Harin Thaker and Michiel Olland for reappointment as members of the Board and proposes to reappoint Harin Thaker and Michiel Olland as Directors, effective as from the date of the Annual General Meeting, 7 June All proposed reappointments are, in principle, until the first day following the Company s annual general meeting of Resolution 5 a. Reappointment of Harin Thaker as non-executive member of the Board (voting item) b. Reappointment of Michiel Olland as executive member of the Board (voting item) Appointment of an independent non-executive member of the Board (voting item). The Board has decided to nominate for appointment Moshe Lustig as independent non-executive member of the Board. Resolution 6 Delegation to the Board of the authority to acquire Shares and Depositary Interests (voting item). It is proposed to authorize the Board until the first day following the Company s annual general meeting of 2019 to acquire fully paid up Shares or Depositary Interests, provided that: a. the purchase price per Share or Depositary Interest shall not be less than the nominal value and not higher than 110% of the market price at the time of the transaction; b. the aggregate nominal amount of the Shares or Depositary Interests to be acquired, together with the Shares or Depositary Interests which are already held and the Shares and Depositary Interests on which a right of pledge is held, by the Company, or by its subsidiaries, shall not exceed the maximum amount as prescribed by law and regulations; c. all other regulations of the Articles and law shall be adhered to; and d. market price at the time of the transaction is determined in such case by reference to the previous day s closing price of the Daily Official List of the London Stock Exchange. Resolution 7 a and b Designation of the Board as authorized body to issue Shares, to grant rights to acquire Shares and to restrict pre-emptive rights a. Designation of the Board as authorized body to issue Shares and to grant rights to acquire Shares (voting item) b. Designation of the Board as authorized body to limit or exclude pre-emptive rights to the issuance of Shares (voting item) It is proposed to authorize the Board until the first day following the Annual General Meeting in 2019 as the body authorized to resolve to: a. issue Shares and to grant rights to subscribe for Shares; this authorization applies to 10% of the issued share capital of the Company at the date of the Annual General Meeting; and b. limit or exclude pre-emptive rights related to the issuance of Shares or the granting of rights to acquire Shares. 14