Agenda and Shareholders Circular

Transcription

1 Agenda and Shareholders Circular of the Annual General Meeting of Koninklijke Vopak N.V. (Royal Vopak) to be held on Wednesday 22 April 2015 in the Eduard Flipse Hall of De Doelen Concert and Congress Building, Rotterdam, entrance via Karel Doormanstraat 223, Rotterdam, the Netherlands commencing at a.m. CET

2 Koninklijke Vopak N.V. (Royal Vopak) Agenda of the Annual General Meeting of Koninklijke Vopak N.V. (Royal Vopak) to be held on Wednesday 22 April 2015 in the Eduard Flipse Hall of De Doelen Concert and Congress Building, Rotterdam, entrance via Karel Doormanstraat 223, Rotterdam, the Netherlands, commencing at a.m. CET 1. Opening 2. Discussion of the report of the Executive Board on the Implementation of the remuneration policy for the Discussion and adoption of the financial statements for the Explanation of policy on additions to reserves and dividends 6. Proposed distribution of dividend for the Discharge from liability of the members of the Executive Board for the performance of their duties in the Discharge from liability of the members of the Supervisory Board for the performance of their duties in the Appointment of Mr. A. van Rossum as member of the 10. Appointment of Mr. C.K. Lam as member of the 11. Remuneration policy of the members of the Executive Board 12. Remuneration of the members of the 13. Proposal to authorize the Executive Board to acquire ordinary shares 14. Appointment of Deloitte Accountants B.V. as the external auditor for the Any other business 16. Closing Notes on agenda items 2 through 14 inclusive are provided hereafter in the Shareholders Circular. Items 2, 3 and 5 are discussion items. Items 4 and 6 through 14 inclusive will be put to the vote. Rotterdam, 11 March 2015 The Executive Board For the record, the procedure for registration and representation at the forthcoming Annual General Meeting is described below. Record Date Admission to the meeting is for holders of shares in Royal Vopak (and others entitled to attend the meeting) on Wednesday 25 March 2015 ( Record Date ) following the processing of all sales and purchases of shares until that date, who are recorded in one of the registers or sub-registers mentioned below and who have expressed the wish to attend the meeting in accordance with the conditions set out below. The designated registers and subregisters are the records of the intermediaries as defined in section 1 of the Securities Giro Act (Wet giraal effectenverkeer) and the register of shareholders kept by Royal Vopak in Rotterdam. Holders of bearer shares If you wish to attend the meeting as a holder of bearer shares, you must notify ABN AMRO Bank N.V., Gustav Mahlerlaan 10, 1082 PP Amsterdam ( ABN AMRO ) accordingly from Thursday 26 March 2015 until no later than 5.00 p.m. CET on Wednesday 15 April 2015 via the intermediary where your shares are administered or directly via The intermediary concerned must provide ABN AMRO with a statement that the shares were administered in your name on the Record Date. With the registration intermediaries are requested to include the full address details of the relevant holders in order to verify the shareholding on the Record Date in an efficient manner. You will receive a certificate of deposit from ABN AMRO that you should exchange for an admission card at the registration desk before the meeting commences. Holders of registered shares If you wish to attend the meeting as a holder of registered shares or of a right of usufruct or a right of pledge on shares, you must notify Royal Vopak (Global Communication & Investor Relations Department, Westerlaan 10, 3016 CK Rotterdam) of this in writing no later than 5.00 p.m. CET on Wednesday 15 April You will obtain an admission card from the registration desk. Voting by (electronic) proxy If you wish to be represented at the meeting, Royal Vopak (Global Communication & Investor Relations Department) must receive the original copy of a legally valid power of attorney signed by you no later than 5.00 p.m. CET on Wednesday 15 April Your proxy must submit the original copy of the certificate of deposit (if applicable) and a copy of the power of attorney to the registration desk before the meeting commences. If you wish an independent third party to represent you at the meeting, a legally valid power of attorney signed by you, including voting instructions, and the original copy of the certificate of deposit must be received by Tamminga Legal B.V.

3 Shareholders Circular (Wilhelminaplein 12, 3072 DE Rotterdam, or P.O. Box 2429, 3000 CK Rotterdam) no later than 5.00 p.m. CET on Wednesday 15 April The model power of attorney is available free of charge from Royal Vopak (Global Communication & Investor Relations Department) and can be downloaded from as of today. Alternatively, you may grant a power of attorney and provide voting instructions via the Internet on no later than 5.00 p.m. CET on Wednesday 15 April In both cases, a staff member or a (candidate) civil-law notary from Tamminga Legal B.V. will cast votes on your behalf in accordance with your voting instructions as an independent third party. Proof of identity Shareholders and proxies may be asked to provide proof of identity at the registration desk. Accordingly, we request that all those entitled to attend the meeting bring a valid identity document (such as a passport or driver s license). Notes are provided below on items 2 through 14 inclusive of the agenda for the Annual General Meeting to be held on Wednesday 22 April Item 2. Discussion of the report of the Executive Board on the 2014 In accordance with the Dutch Corporate Governance Code, compliance with the Dutch Corporate Governance Code is accounted for as part of the account for the Annual Report. Item 3. Implementation of the remuneration policy for the 2014 In accordance with article 2:135 (5a) of the Dutch Civil Code, the implementation of the remuneration policy of the Executive Board in 2014 will be discussed. Please refer to the Royal Vopak corporate website for the remuneration policy and the Annual Report (section and Remuneration Report). Item 4. Discussion and adoption of the financial statements for the 2014 It is proposed to adopt the Royal Vopak s financial statements for the Under this agenda item the external accountant PricewaterhouseCoopers will give an explanation concerning their audit services. Item 5. Explanation of policy on additions to reserves and dividends With due observance of the provisions of the Articles of Association and the Dutch Law requirements with regard to the legal reserves of Royal Vopak, the Executive Board is authorized to reserve such amount of the net profit for the year attributable to holders of ordinary shares as the Executive Board, with the approval of the, shall determine. Such amount shall be reserved from the profit and added to the reserves. Any remaining profit shall be at the free disposal of the General Meeting, with due observance of the statutory provisions on Royal Vopak s shareholders equity. Royal Vopak s reserves policy has been defined to allow the company to continue growing and carry out the accompanying investment program. Barring exceptional circumstances, the principle underlying Royal Vopak s current dividend policy is the intention to pay an annual cash dividend of 25% to 50% of the net profit (excluding exceptional items) attributable to holders of ordinary shares.

4 The net profit (excluding exceptional items) that forms the basis for dividend payments may be adjusted for the financial effects of one-off events, such as changes in accounting policies, acquisitions, reorganizations, etc. In setting the amount of the dividend to ordinary shareholders, Royal Vopak will continue to seek to maintain desirable capital ratios and financing structure, while assuring its ordinary shareholders of consistent dividend payments. Item 6. Proposed distribution of dividend for the 2014 It is proposed to distribute a dividend of EUR 0.90 in cash per ordinary share having a par value of EUR Following approval of this dividend proposal, the amount to be distributed will represent a corresponding pay-out ratio (excluding exceptional items) of approximately 39% (2013: EUR 0.90; pay-out ratio of 37%), which is within the dividend pay-out range as applicable since the Extraordinary General Meeting of 17 September 2013 and no dividend increase compared to The dividend payment to holders of ordinary shares will be charged to the result for The dividend attributable to holders of ordinary shares will be made payable, subject to statutory dividend tax being withheld, on 29 April Under the rules of Euronext, this is the first possible date for making dividend payable. Item 7. Discharge from liability of the members of the Executive Board for the performance of their duties in the 2014 It is proposed to discharge all members of the Executive Board in office in 2014 from liability in relation to the performance of their duties in the 2014, to the extent that such performance is apparent from Royal Vopak s financial statements for the 2014 or has been otherwise disclosed to the General Meeting. Item 8. Discharge from liability of the members of the for the performance of their duties in the 2014 It is proposed to discharge all members of the Supervisory Board in office in 2014 from liability in relation to the performance of their duties in the 2014, to the extent that such performance is apparent from Royal Vopak s financial statements for the 2014 or has been otherwise disclosed to the General Meeting. Item 9. Appointment of Mr. A. van Rossum as member of the Due to the expiry of the current term of appointment of Mr. A. van Rossum, the nominates Mr. A. van Rossum for appointment as a member of the in accordance with article 15.1 and 15.3 of the Articles of Association of Royal Vopak. Mr. A van Rossum has indicated to be available for another term of office of two years and as such his appointment will be for a term of two years, expiring at the end of Royal Vopak s annual general meeting to be held in The personal details of Mr. A. van Rossum referred to in Section 2:142, subsection 3 Dutch Civil Code and the motivation for his nomination are as follows: Name A. van Rossum (Anton) Age 69 years (12 May 1945) Nationality Dutch Previous positions Chairman Executive Board Fortis NV/SA (till end 2004) Senior partner McKinsey & Company Supervisory directorships/ other positions Member : Münchener Rückversicherungs- Gesellschaft Netherlands Economic Institute, Chairman Rotterdam School of Management, Chairman Member Board of Directors: Credit Suisse Group A.G. It is noted that other than his (supervisory) position with Royal Vopak Mr. A. van Rossum holds no (supervisory) positions with legal entities that qualify as large pursuant to section 2:142a, subsection 2 Dutch Civil Code or that qualify as listed company as meant in best practice provision III.3.4 of the Code. Number of Royal Vopak shares held none Date of first appointment 27 September 2007 Motivation Mr. Van Rossum is nominated for appointment because of his knowledge of strategic issues in an international context and his broad business experience built up at amongst others McKinsey & Company.

5 Item 10. Appointment of Mr. C.K. Lam as member of the Due to the expiry of the current term of appointment of Mr. C.K. Lam, the nominates Mr. C.K. Lam for appointment as a member of the for the maximum term of office of four years in accordance with article 15.1 and 15.3 of the Articles of Association of Royal Vopak. The personal details of Mr. C.K. Lam referred to in Section 2:142, subsection 3 Dutch Civil Code and the motivation for his nomination are as follows: Name Chun Kai Lam (Simon) Age 67 years (12 May 1947) Nationality Singaporean Prior positions Venture Director Shell Eastern Petrochemical complex, Singapore ( ) CEO CNOOC-SHELL Petrochem Company, China ( ) Supervisory directorships/ other positions Member : Hertel Holding B.V. SinoChem International, China (independent director and chairman remuneration committee) Advisory: Yokogawa Electric, Japan (consultant to CEO) It is noted that other than his (supervisory) position with Royal Vopak and Hertel Holding B.V., Mr. Lam holds no (supervisory) positions with legal entities that qualify as large pursuant to section 2:142a, subsection 2 Dutch Civil Code or that qualify as listed company as meant in best practice provision III.3.4 of the Code. Number of Royal Vopak shares held none Date of first appointment 27 April 2011 Motivation Mr. Lam is nominated for appointment because of his extensive knowledge of and senior management experience in the Asian Oil and petrochemical industry, especially in China and Singapore, which complement the knowledge and experience of the current members of the. Item 11. Remuneration policy of the members of the Executive Board During 2014 the Remuneration Committee of the Supervisory Board reviewed the remuneration of the Executive Board members in relation to the strategic developments of the company, the peer group and general compensation market developments. Following the recommendation of the Remuneration Committee, the concluded to: 1. maintain the principles and structure of the remuneration policy; 2. increase the annual base salary of the members of the Executive Board per January 2015; 3. propose to increase the short and long-term variable compensation opportunity per January 2015; 4. adjust the pension plan to reflect changes in the Dutch pension legislation. Ad. 2. Annual base salary (information) The increased the annual base salary of the Executive Board members per January 2015 as follows. Annual Base Salary In EUR E.M. Hoekstra 625, ,000 J.P. de Kreij 520, ,000 F. Eulderink 495, ,000 The increase was based on a total compensation package comparison of the Executive Board members of Royal Vopak with data of the peer group companies and job level based compensation data for a larger number of companies listed on the Dutch stock exchanges. Ad. 3. Short-term and long-term variable compensation opportunities (voting item) To improve the competitiveness of the total compensation package of the Executive Board the proposes to increase the short-term and long-term variable compensation opportunity per January 2015 as follows. Variable compensation 2015 Short-term Long-term Target Max Target Max E.M. Hoekstra % 90% 80% 120% % 75% 80% 120% J.P. de Kreij % 75% 65% 97,5% % 67,5% 60% 90% F. Eulderink % 75% 65% 97,5% % 67,5% 60% 90% % of base salary

6 Ad. 4. Pension Plan Executive Board (information) During 2014 the pension plan for the Executive Board has been adjusted to accommodate changes in the Dutch Pension Legislation. Additional adjustments are required this year and will be made following the principles set by the Supervisory Board on cost neutrality, further alignment with the regular Royal Vopak pension policy and maintaining the agreed pension contribution commitment for the current Executive Board members. The requests to approve the proposed changes to the short-term and long-term variable compensation opportunities for the members of the Executive Board per January Item 12. Remuneration of the members of the The remuneration of the is reviewed and confirmed once every 2 years for a period of 2 years, with the last increase per January 2013 for the s 2013 and Item 13. Proposal to authorize the Executive Board to acquire ordinary shares It is proposed to authorize the Executive Board for a period of 18 months, up till and including 21 October 2016, to acquire, subject to the approval of the, for valuable consideration, fully paid-up ordinary shares in the share capital of Royal Vopak, on the stock exchange or otherwise, up to the maximum number that may be held by the company in accordance with the law and the Articles of Association in force at the date of acquisition. Pursuant to the Articles of Association, 10% of the issued capital may be held, taking into consideration a possible replacement of previously acquired shares. Fully paid-up shares may be acquired at a price at the date of acquisition between the par value and 110% of the average quoted price on the five preceding trading days. Among other things, this authorization to repurchase shares permits the Executive Board, subject to the approval of the, to meet obligations arising under share-based remuneration plans for employees. Considering the company s international scope, increasing governance responsibilities and market developments, the proposes to increase the fee and maintain the current committee fees for the financial years 2015 and Chairman Members ,500 70,000 55,000 50,000 Audit Committee 15,000 15,000 8,500 8,500 Remuneration Committee 10,000 10,000 7,000 7,000 Selection and Appointment Committee 7,000 7,000 5,000 5,000 Gross remuneration in EUR per year If granted, this authorization will replace the authorization granted at the 2014 Annual General Meeting. Item 14. Appointment of Deloitte Accountants B.V. as the external auditor for the 2016 It is proposed, in accordance with the recommendation of the Audit Committee and the, to appoint Deloitte Accountants B.V., as Royal Vopak s external auditor, with the purpose of examining the company s financial statements for the Rotterdam, 11 March 2015 The Executive Board For members living outside Europe, an additional travel time allowance of gross EUR 2,500 is proposed for each meeting they attend in the Netherlands. The requests to approve the remuneration for the members of the for the years 2015 and Royal Vopak Westerlaan 10 I 3016 CK Rotterdam P.O. Box 863 I 3000 AW Rotterdam Telephone: info@vopak.com