Annual General Meeting of Shareholders of NSI NV

Transcription

1 Annual General Meeting of Shareholders of NSI NV (Investment company with variable capital) website: to be held on Friday 25 April 2014 at 10:30 am at Schouwburg Het Park, Westerdijk 4, Hoorn, the Netherlands.

2 Agenda 01. Opening by the chairman 02. Report of the Management Board for the financial year a. Report of the Supervisory Board for the financial year b. Application of the remuneration policy in Adoption of the financial statements for the financial year 2013 vote Adoption of the final dividend 2013 vote - Reservation and dividend policy vote 06. Discharge of the members of the Management Board for their management in the financial year 2013 vote 07. Discharge of the members of the Supervisory Board for their supervision in the financial year 2013 vote 08. Proposal to appoint Mr M.R. Siezen (Mark) as managing director of the company in the role of COO vote 09. Proposal for the amendment of the Supervisory Board remuneration vote 10. Proposal to appoint Mr L.A.S. van der Ploeg and Mr N. Tates and to reappoint Mr H.J. van den Bosch as members of the Supervisory Board 11. Approval of the proposed amendment of the articles of association of NSI regarding the deletion of the clause regarding the Investment Advisory Board, as well as one technical amendment, and the authorization of the employees of the notarial department of Clifford Chance LLP to execute the required notarial deed of amendment of articles of association. vote vote 12. Outlook for Any other Business 14. 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.

3 Shareholders circular Notes to the agenda of the Annual General Meeting of Shareholders (AGM) of NSI N.V. to be held on 25 April 2014 Voting procedure Regarding agenda items 8 and 10 votes will be cast in writing. Votes regarding the other items 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; 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. 02. Report of the Management Board for the financial year 2013 The Management Board will present the developments in 2013 as described in the 2013 annual report. 03a. Report of the Supervisory Board for the financial year 2013 The Supervisory Board will report about some issues related to the area of its responsibility. 03b. Application of the remuneration policy in 2013 In accordance with recently adopted Dutch legislation, the application of the remuneration policy in 2013 will be discussed during the AGM. Please refer to the 2103 remuneration report in the annual report 2013, page 16, and the data in the annual accounts 2013, page Adoption of the financial statements for the financial year 2013 A proposal will be made to the AGM to adopt NSI s financial statements Before putting this item to the vote, shareholders will have the opportunity to ask questions to the Management Board and the Supervisory Board in relation to the annual report, the financial statements as well as agenda items 2 and 3, and the external auditor regarding his auditor s report and his audit activities. 05. Adoption of final dividend distribution for Reservation and dividend policy Final dividend 2013 Based on the current dividend policy (containing a pay-out of at least 85% of the direct result), NSI proposes a final dividend for 2013 of 0.09 per share in cash, representing a pay-out of 87% of the direct result per average outstanding share. This totals the 2013 dividend to 0.28 per share of which 0.19 per share has already been distributed as interim dividend (1st quarter: 0.10, 2nd quarter 0.09, 3rd quarter: no interim dividend has been set). The ex-dividend date is 29 April 2014 and the payment date for the proposed final dividend for 2013 is, if adopted, 7 May The total amount of proposed final dividend 2013 is 12.9 million. The final dividend will be withdrawn from the earnings reserve. Dividend policy In the current dividend policy the pay-out ratio is geared at funding regular capital requirements from cash flow from operations. Furthermore, the pay-out ratio was made dependent on the Loan-to-Value (LtV) development, as reducing LtV was NSI s highest priority. After the equity placement in November 2013, it now is a natural moment to review the dividend policy. In the changing dynamics of the real estate market, it is crucial to maintain or upgrade the standing portfolio to required quality levels. Especially in the office market, which faces a situation of structural oversupply, tenants must be tempted with a distinctive and appealing product. The best alternative for price competition is offering quality and uniqueness, which is demonstrated by e.g. HNK, showing above average rental levels and take-up, but accompanied by a higher level of regular investments. This also demonstrates however that the office market requires a structural higher level of regular capital expenditures.

4 In this context and after a fundamental review of its assets, NSI has made a multi-year investment plan for its standing portfolio to meet the requirements of the changing letting market, aimed at driving value in its portfolio. NSI has assessed in which way funding for these investments can be obtained in the most value creating way and concluded that by funding these investments - partly - from the direct result is the most efficient way. Therefore, NSI will propose to the AGM to adopt: a dividend policy of distributing at least 75% from the direct result in cash Retaining part of the direct result to reinvest in the portfolio will in combination with cash dividends - ultimately offer the shareholders the highest total return. NSI proposes for practical reasons to change the frequency of its (interim) dividend payments from a quarterly (interim) dividend into a bi-annual (interim)dividend. Furthermore, NSI will only publish its full year and half-year results in full providing the (audited) results on which (interim) dividends are based. NSI will publish trading updates for the first quarter and the first nine months. 06. Discharge of the members of the Management Board for their management in the financial year 2013 The AGM will be asked to discharge the members of the Management Board in accordance with Dutch law for the execution of their management in the financial year Discharge of the members of the Supervisory Board for their supervision in the financial year 2013 The AGM 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 Proposal to appoint Mr M.R. Siezen (Mark) as managing director of the company in the role of COO The proposal to the AGM is to appoint Mr Siezen as of 24 April 2013 until 1 July In a press release of 25 April 2013 and during the AGM of 26 April 2013 NSI s Supervisory Board announced the proposed appointment of Mr Mark Siezen as Management Board member and COO of the company. Mr Siezen presented himself and shareholders had the opportunity to meet with him in the 26 April 2013 AGM. The reasons for appointing a COO one year ago have not changed. Operational excellence is crucial in the current market that requires pro-active asset management and an innovative approach towards the entire portfolio. This not only includes acquisition and disposal of properties, but also the leasing and asset management efforts regarding properties under management. These interests justify an additional position at Management Board level. The duties of the COO are to further develop and implement the strategy of the company in close cooperation with the CEO and the CFO, and to lead the daily management of NSI s portfolio. Mr Siezen has extensive real estate and management experience to realize this level of ambition. Mark Siezen previously worked in various positions within Redevco, among others as Director of Development Redevco European Services and as Managing Director of Redevco Netherlands. His most recent position was as CEO of C&A China. Furthermore, he has worked in various positions as a consultant, including in the field of real estate. Curriculum Vitae: Date of Birth 10 March 1972 Place of Birth Groningen Education Msc. Delft University of Technology, Technical Earth Sciences; Msc. Reading University, Project Management Career 1996 Management Consultant with several consultancy agencies 2003 Senior Business Strategist with Cofra Holding, Switzerland 2007 Director of Business Development with Redevco 2008 Managing Director of Redevco Netherlands 2011 CEO of C&A China

5 Mr Siezen started his activities as operational director for the company on 1 July 2013 based on an employment agreement (arbeidsovereenkomst) that includes as resolutive conditions (i) the appointment by the AGM and (ii) the approval of the proposed appointment by the Dutch Financial Markets Authority (AFM).The required consent by AFM has been obtained. Mr Siezen will not be appointed to the Management Board based on an employment agreement, but based upon a services agreement (overeenkomst van opdracht) which is in accordance with the Management and Supervision Act (Wet bestuur en toezicht). The conditions of this agreement are fully compliant with the remuneration policy that was adopted by the AGM on 27 April The fixed annual salary will amount to 300,000 excluding indexation. The long term share plan, which is a part of the remuneration policy, is applicable. The maximum remuneration under the long term share plan is 90% of the fixed annual salary. The remaining elements of the agreement, amongst others the maximum level of compensation in case of an early termination, are consistent with the recommendations made in the Corporate Governance Code. Mr Siezen holds 8,300 shares in the company. 9. Proposal for the amendment of the Supervisory Board remuneration Up to and including the 2012 reporting year, the Stichting Prioriteit NSI adopted the remuneration for the members of the Supervisory Board. Now that the Stichting has been abolished, future changes in the remuneration of the Supervisory Board will be adopted by the AGM. The remuneration of the members of the Supervisory Board is not dependent on the Company s results. In 2013, the remuneration of a Supervisory Board member was 30,000 per year and that of the chairman was 35,000 per year. In addition, Mr Habas, as chairman, received a fixed annual travel and accommodation expense allowance in the amount of 15,000. Membership on a core committee was remunerated in the amount of 3,000. A member of the Investment Advisory Board received 7,500. The remuneration of the members of the Supervisory Board has remained unchanged since Also in the view of the recruitment of new members, the Supervisory Board directed a benchmark analysis of the remuneration paid to its members. This study shows that in particular the remuneration for committee work requires adjustment to be in accordance with market rates and with the time required. The Supervisory Board therefore submits a proposal to the AGM to change the Supervisory Board s remuneration effective as of 2014, as follows: The remuneration of Supervisory Board member is 30,000 per year and that of the chairman is 45,000 per year. The fixed annual travel and accommodation expense allowance in the amount of 15,000 will be dropped. Membership on the Audit Committee and the Real Estate Committee will be remunerated at 7,500. Membership on the Remuneration Committee and the Selection & Appointment Committee will be remunerated at 3, Proposal to appoint Mr L.A.S. van der Ploeg and Mr N. Tates and to reappoint Mr H.J. van den Bosch as members of the Supervisory Board The Supervisory Board comprises three members following the resignation of Mr Habas. This number meets the requirement as defined in the provisions of the Company s articles of association. The Supervisory Board is of the opinion that the Board s composition is such that it is able to perform its assigned tasks as required during the period under review. In the light of the evaluation carried out in 2013, the role and composition of the committees and the resignation of two members, the profile of the Supervisory Board has been revised. Based on this profile, there are two vacancies. The field of expertise of new Supervisory Board members should be in the area of real estate and legal/ financial. The Supervisory Board has been advised by an external recruitment agency. The Supervisory Board proposes to appoint Messrs. L.A.S. van der Ploeg and N. Tates as Supervisory Board members for a period of four years, as of 25 April 2014 until the AGM to be held in the spring of The appointments of Messrs. Van der Ploeg and Tates will be voted on separately. Mr L.A.S. van der Ploeg Mr Van der Ploeg is an expert in the field of financial reporting and financing of large corporations and real estate companies, risk management and financing structures, tax, legal matters, corporate governance and ICT. This expertise fits very well with the profile of the Supervisory Board. Mr Van der Ploeg has generated his experience especially in real estate.

6 Curriculum Vitae: Date of birth 6 December 1970 Place of birth Groningen Education Business Economics, University of Groningen and post graduate Certified Controller Nyenrode University Career 2013 Jan CEO a.i. Vesteda Investment Management B.V mid 2014 CFO Vesteda Investment Management B.V several positions with Multi Corporation B.V.: a.o. CFO, finance director, ICT and tax manager, controller several audit positions with Ernst & Young in the Netherlands, Australia and the US Until mid 2014 Mr Van der Ploeg is CFO of Vesteda Investment Management. Vesteda is the enterprising fund manager of the largest independent residential fund in the Netherlands. Vesteda invests funds of institutional investors (predominantly pensions funds). Total funds invested in real estate amounted to 3.8 billion at year-end Mr Van der Ploeg acted as Vesteda s CEO ad interim during part of the year Mr Van der Ploeg is a member of the Supervisory Board of Diaconessenhuis in Leiden and of the housing corporation Buitenlust in Oegstgeest. Mr Van der Ploeg complies with all stipulations of the Management and Supervision Act. The proposed appointment of Mr Van der Ploeg has been reported to the AFM. Mr Van der Ploeg has no shareholding in the company. Mr N. Tates Mr Tates is an expert in the field of real estate investments and project development, including the operation and letting of real estate. This expertise fits very well with the profile of the Supervisory Board. Curriculum Vitae: Date of birth 18 September 1956 Place of birth Koog aan de Zaan Education Social and economic geography, University of Amsterdam Career 2013 European Strategic Advisor, Aberdeen Asset Management Director of direct real estate for Continental Europe, Aberdeen Asset Management Chairman of the Supervisory Board of Aberdeen Immobilien KAG, Germany Founder and CEO of Aberdeen Property Investors Europe, Amsterdam Pre 2004 several positions with ABN, Aegon, SPP REIM en Celexa Real Estate Investment Management, bestuurslid IVBN Mr Tates is currently advisor of Aberdeen Asset Management. Aberdeen is a fund manager, managing over 230 billion worldwide. Mr Tates holds no other or supervisory positions. Mr Tates complies with all stipulations of the Management and Supervision Act. The proposed appointment of Mr Tates has been reported to the AFM. Mr Tates has no shareholding in the company. Reappointment of Mr H.J. van den Bosch Mr H.J. van den Bosch was appointed as a member of the Supervisory Board of NSI N.V. on 23 March 2006, followed by the first reappointment on 25 March 2010.

7 Mr Van den Bosch is an experienced supervisory director and has proven to be imminently suited for the position of supervisory director of NSI through his contributions in the Supervisory Board. The Supervisory Board therefore proposes the reappointment of Mr Van den Bosch as a member of the Supervisory Board for a period of four years. Mr Van den Bosch is no longer eligible for reappointment after this period. Mr Van den Bosch is an experienced financial expert with financial reporting and financing of large corporations and real estate companies, risk management and financing structures, tax related matters, corporate governance, remuneration and ICT as fields of expertise. This expertise fits very well with the profile of the Supervisory Board. Personal data: Date of birth 26 April 1949 Place of birth Hilversum Education Business economy and post graduate accountancy bedrijfseconomie, Vrije Universiteit Amsterdam Positions with NSI member of the Supervisory Board, member of the Audit Committee (chairman), member of the Remuneration Committee and the Selection & Appointment Committee Mr Van den Bosch is an independent management consultant since Before 2001 he held several positions as finance director with large corporations, a.o. with Blokker B.V. Mr Van den Bosch is chairman of the Supervisory Board of Terberg Group B.V. and Antea Participaties IV, member of the Supervisory Board of Wooninvest en board member of Stichting Landgoed t Loo. Mr Van den Bosch complies with all stipulations of the Management and Supervision Act. The proposed appointment of Mr Van den Bosch has been reported to the AFM. Mr Van den Bosch has no shareholding in the company. 11. Approval of the proposed amendment of the articles of association of NSI regarding the deletion of the clause regarding the Investment Advisory Board, as well as one technical amendment, and the authorization of the employees of the notarial department of Clifford Chance LLP to execute the required notarial deed of amendment of articles of association. The Investment Advisory Board is currently a statutory committee and not a committee installed by the Supervisory Board. This is unusual and limits the flexibility. The Supervisory Board therefore proposes to the AGM that the statutory provision concerning the Investment Advisory Board Article 14 paragraph 6 of the articles of association be deleted, subject to the simultaneous institution of a new committee of the Supervisory Board, the Real Estate Committee. This Real Estate Committee will, just as the Investment Advisory Board did in the past, advise the Supervisory Board regarding the most important real estate related decisions. The exact task and duties of the Real Estate Committee will be established in the Real Estate Committee Rules. Further, the Supervisory Board proposes to delete Article 15 paragraph 3 of the articles of association. This concerns a legal technicality. Article 15 paragraph 3 of the articles of association stipulates that in cases where the company has a conflict of interest with one of its directors, the company shall be represented by one of its other directors. This stipulation has become superfluous because since 1 January 2013 the Management and Supervision Act has arranged for this and a separate stipulation in the articles of association is no longer required. The amendments to the articles of association of NSI will be executed before a notary. The resolution to amend the articles of association should, according to the articles of association of NSI, be adopted by a simple majority of the votes cast at a General Meeting at which at least half of the issued capital is represented. A copy of the proposed amendments to the articles of association of NSI is available at the office of NSI and can be viewed on NSI s website. 12. Outlook for 2014 The Management Board will present the outlook for 2014.

8 How to register for the meeting The full agenda with explanatory notes and a copy of the annual report and accounts 2013 are available at the offices of the company and can be accessed via the website Copies of these can also be obtained there free of charge and via ABN AMRO Bank N.V. ( ABN AMRO ) by telephone: +31 (0) or by corporate.broking@nl.abnamro.com. Registration date Those who are registered (i) on 28 March 2014 (the Registration Date ), after processing of all entries and deletions, in one of the registers below; and (ii) have submitted their application to attend, will be considered as having the right to vote and to attend the meeting. In respect of shareholders the records of the intermediaries as defined in the Securities Giro Act ( Intermediaries ) showing those who are entitled to these shares as at the Registration Date, have been designated as (sub)registers. Registration and application Shareholders or their representatives who wish to attend this meeting may apply in writing from 17 March 2014 up to and including 18 April 2014 by at the latest through the Intermediaries at which their shares are administered or via www. abnamro.com/evoting. No later than 18 April 2014 by the Intermediaries are to provide ABN AMRO Bank N.V. ( ABN AMRO ) via www. abnamro.com/intermediary with an electronic statement that includes the number of shares held on the Registration Date by the holder concerned and which have been applied for registration. ABN AMRO will send these holders an admission ticket via the relevant Intermediary. Voting by proxy Shareholders who are unable to attend the meeting may also, without prejudice to the above with regard to application, give their voting instructions to the company. A (electronic) voting instruction may also be given via until 18 April 2014 at the latest. If a shareholder is unable to give his voting instructions electronically, these may also be given in writing. For this the form available free of charge from the company is to be used. The form must be completed and received by the company on 18 April 2014 at the latest. Number of issued shares by the Company and voting rights As per 14 March 2013 the number of issued shares in the capital of the Company amounts to 143,342,678 shares and the total number of voting rights amount to 143,201,841.