Agenda and Shareholders Circular

Transcription

1 Agenda and Shareholders Circular of the Annual General Meeting of Shareholders of Koninklijke Vopak N.V. (Royal Vopak) to be held on Wednesday 24 April 2013 in the Jurriaanse Hall of De Doelen Concert and Congress Building, Rotterdam, entrance via Kruisplein 30, Rotterdam, the Netherlands commencing at a.m.

2 Koninklijke Vopak N.V. (Royal Vopak) Agenda of the Annual General Meeting of Shareholders of Koninklijke Vopak N.V. (Royal Vopak) to be held on Wednesday 24 April 2013 in the Jurriaanse Hall of De Doelen Concert and Congress Building, Rotterdam, entrance via Kruisplein 30, Rotterdam, the Netherlands, commencing at a.m. 1. Opening 2. Discussion of the report of the Executive Board on the 2012 financial year 3. Discussion and adoption of the financial statements for the 2012 financial year 4. Explanation of policy on additions to reserves and dividends 5. Proposed distribution of dividend for the 2012 financial year 6. Discharge from liability of the members of the Executive Board for the performance of their duties in the 2012 financial year 7. Discharge from liability of the members of the Supervisory Board for the performance of their duties in the 2012 financial year 8. Re-appointment of Mr. R.G.M. Zwitserloot as member of the Supervisory Board 9. Remuneration of the members of the Executive Board 10. Remuneration of the members of the Supervisory Board 11. Purchasing authorization to acquire ordinary shares 12. Re-appointment of PricewaterhouseCoopers Accountants N.V. as the external auditor for the 2013 and 2014 financial years 13. Any other business 14. Closing Notes on agenda items 2 through 12 inclusive are provided hereafter in the Shareholders Circular. Items 2 and 4 are discussion items. Items 3 and 5 through 12 inclusive will be put to the vote. Rotterdam, 13 March 2013 The Executive Board For the record, the procedure for registration and representation at the forthcoming Annual General Meeting of Shareholders 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 27 March 2013 ( 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 sub-registers 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 28 March 2013 until no later than 5.00 p.m. on Wednesday 17 April 2013 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. on Wednesday 17 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. on Wednesday 17 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.

3 Shareholders Circular 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 in the possession of Tamminga Notariaat B.V. (Westerlaan 1, 3016 CK Rotterdam, or P.O. Box 2429, 3000 CK Rotterdam) no later than 5.00 p.m. on Wednesday 17 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 power of attorney and provide voting instructions via the Internet on no later than 5.00 p.m. on Wednesday 17 April In both cases, a staff member or a (candidate) civil-law notary from Tamminga Notariaat 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 12 inclusive of the agenda for the General Meeting of Shareholders to be held on Wednesday 24 April In accordance with the Dutch Corporate Governance Code, the notes also include facts and circumstances that are relevant to the General Meeting of Shareholders when adopting resolutions concerning approvals or authorizations arising from these agenda items. Item 2. Discussion of the report of the Executive Board on the 2012 financial year 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. The Directors Statement on risk management and control systems has been drafted in line with the guidance of the Corporate Governance Code Monitoring Committee. Item 3. Discussion and adoption of the financial statements for the 2012 financial year It is proposed to adopt the Koninklijke Vopak N.V. s financial statements for the 2012 financial year. Item 4. Explanation of policy on additions to reserves and dividends Vopak s reserves policy has been defined to allow the company to continue growing and carry out the accompanying investment program, subject to ample solvency and margins more than sufficient to maintain the financial ratios agreed with the providers of capital. Barring exceptional circumstances, the principle underlying Vopak s dividend policy is the intention to pay an annual cash dividend of 25% to 40% of the net profit excluding exceptional items attributable to holders of ordinary shares. 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, Vopak seeks to maintain the desirable capital ratios and financing structure, while assuring its shareholders of consistent dividend payments.

4 Item 5. Proposed distribution of dividend for the 2012 financial year It is proposed to distribute a dividend of EUR 0.88 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 of approximately 33%, which is within the dividend pay-out range applied since 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 2 May Under the rules of Euronext, this is the first possible date for making dividend payable. Item 6. Discharge from liability of the members of the Executive Board for the performance of their duties in the 2012 financial year It is proposed to discharge all members of the Executive Board in office in 2012 from liability in relation to the performance of their duties in the financial year 2012, to the extent that such performance is apparent from Koninklijke Vopak N.V. s financial statements for the 2012 financial year or has been otherwise disclosed to the General Meeting of Shareholders. Item 7. Discharge from liability of the members of the Supervisory Board for the performance of their duties in the 2012 financial year It is proposed to discharge all members of the Supervisory Board in office in 2012 from liability in relation to the performance of their duties in the financial year 2012, to the extent that such performance is apparent from Koninklijke Vopak N.V. s financial statements for the 2012 financial year or has been otherwise disclosed to the General Meeting of Shareholders. The personal details of Mr. Zwitserloot referred to in Section 142(3) of Book 2 of the Netherlands Civil Code and the reasons for his nomination are as follows: Name R.G.M. Zwitserloot (Rien) Age 63 (25 August 1949) Nationality Dutch Current position n/a Previous position Chairman of the Executive Board of Wintershall Holding A.G. Other board positions Member Supervisory Board TenneT Holding B.V. Amsterdam Capital Trading Group B.V. It is noted that Mr. Zwitserloot holds no board positions with companies that qualify as a large company as referred to in Section 142a(2) of Book 2 of the Netherlands Civil Code or that qualify as listed company other than those referred to above. Number of Vopak shares held none Motivation Mr Zwitserloot is being recommended because of his extensive knowledge of and senior management experience in the oil, chemicals and gas industries and associated terminal activities. His knowledge and experience profile largely complements those of the current members of the Supervisory Board. Item 8. Re-appointment of Mr. R.G.M. Zwitserloot as member of the Supervisory Board Due to the expiry of the current term of appointment of Mr. R.G.M. Zwitserloot, the Supervisory Board nominates Mr. R.G.M. Zwitserloot for re-appointment as a member of the Supervisory Board for a term of 4 years in accordance with Article 15, paragraph 3 of the Articles of Association of Royal Vopak.

5 Item 9. Remuneration of the members of the Executive Board Please refer to the Supervisory Board section and the Remuneration report in the annual report. Peer group as per 2013 Akzo Nobel BAM Fugro Randstad Arcadis Corio Imtech SBM Offshore Boskalis DSM Nutreco During 2012 the Remuneration Committee of the Supervisory Board reviewed the remuneration policy in relation to the market developments and alignment with the long-term strategy of Vopak. Following the recommendations of the Remuneration Committee, the Supervisory Board concluded to: 1. maintain the main principles and structure of the current remuneration policy; 2. increase the base salary of the members of the Executive Board per January 2013; 3. adjust the composition of the peer group of companies for remuneration reference due to changes in current peer group companies and the fact that Vopak has become one of the largest companies in the current peer group based on key parameters as enterprise value and earnings before interest and tax; 4. develop the long-term incentive plan for 2014 onwards to succeed the current plan that ends in Ad.2. Base Salary 2013 (information) The Supervisory Board increased the base salary of the Executive Board members per January The increase was based on the new peer group reference information for the total compensation package. Ad.4. Long-term incentive plan as from 2014 onwards (voting item) The Supervisory Board proposes to continue with the plan principles of the current Long Term Share Plan (refer to Remuneration report) in terms of incentive opportunity, EPS growth as performance measure as well as the pay out of the award for 50% in cash and 50% in shares. The Supervisory Board proposes to adjust the current plan with regard to 3 elements; 1. the plan grant frequency will change from one plan every 4 years to a layered approach with an annual plan grant maintaining the same overall incentive opportunity per year; 2. the performance plan period will be 3 years compared to the current 4 year plan to align the LTI performance period with the 400th anniversary of the company in 2016 and the strategic planning cycle; 3. the blocking period of awarded shares for 2 years after the vesting of the plan, will not be applicable in the new plan due to the parallel requirement for executive board members to hold and maintain a material portfolio of Vopak shares. The Supervisory Board requests to approve the long-term incentive plan as from 2014 onwards. Annual Base Salary Increase% E.M. Hoekstra 525, , % J.P. de Kreij 470, , % F. Eulderink 435, , % Total 1,430,000 1,565, % Gross salary in EUR The significant increase for Mr. Hoekstra was part of the three year salary growth model that started at his appointment as CEO (2011). Ad.3. Peer group as per 2013 (information) The Supervisory Board adjusted the composition of the peer group that was established in 2011 as per 2013 by excluding CSM and Dockwise as a result of significant changes in the strategy and portfolio of CSM and the potential delisting of Dockwise and include Akzo Nobel since this company, although currently larger in financial parameters, is comparable with Vopak s challenges and future ambition. The new peer group for remuneration reference comprises the following companies.

6 Item 10. Remuneration of the members of the Supervisory Board The remuneration of the Supervisory Board is reviewed and confirmed once every 2 years for a period of 2 years, with the last increase per January 2011 for the financial years 2011 and Considering the company s international scope, significant growth and growth objectives, market trends and increasing governance responsibilities, the following remuneration is proposed for the financial years 2013 and Supervisory Board Audit Committee Remuneration Committee Selection and Appointment Committee Gross remuneration in EUR per year Chairman ,000 70,000 13,000 15,000 9,000 10,000 6,000 7,000 Members ,000 50,000 7,500 8,500 6,000 7,000 4,000 5,000 Item 11. Purchasing authorization to acquire ordinary shares It is proposed to authorize the Executive Board for a period of 18 months, until 23 October 2014, to acquire, subject to the approval of the Supervisory Board, for valuable consideration, fully paid-up ordinary shares in 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. Item 12. Re-appointment of PricewaterhouseCoopers Accountants N.V. as the external auditor for the 2013 and 2014 financial years It is proposed, in accordance with the recommendation of the Audit Committee and the Supervisory Board, to re-appoint PricewaterhouseCoopers Accountants N.V. (PwC), as Vopak s external auditor, with the purpose of examining the company s financial statements for the 2013 and 2014 financial years. In light of the recent public debate and legislative developments regarding the mandatory rotation of the external audit firm and the auditor s independence, Vopak is preparing itself for the change to another external audit firm, effective January 1, Among other things, this authorization to repurchase shares permits the Executive Board, subject to the approval of the Supervisory Board, to meet obligations arising under share-based remuneration plans for employees. If granted, this authorization will replace the authorization granted at the 2012 Annual General Meeting of Shareholders. Rotterdam, 13 March 2013 The Executive Board Royal Vopak Westerlaan CK Rotterdam P.O. Box AW Rotterdam Telephone: Fax: info@vopak.com