Agenda and Shareholders Circular of the Annual General Meeting of Koninklijke Vopak N.V. (Royal Vopak) to be held on Wednesday 23 April 2014 in the Jurriaanse Hall of De Doelen Concert and Congress Building, Rotterdam, entrance via Kruisplein 30, Rotterdam, the Netherlands commencing at 10.00 a.m. CET
Koninklijke Vopak N.V. (Royal Vopak) Agenda of the Annual General Meeting of Koninklijke Vopak N.V. (Royal Vopak) to be held on Wednesday 23 April 2014 in the Jurriaanse Hall of De Doelen Concert and Congress Building, Rotterdam, entrance via Kruisplein 30, Rotterdam, the Netherlands, commencing at 10.00 a.m. CET 1. Opening 2. Discussion of the report of the Executive Board on the 3. Implementation of the remuneration policy for the 4. Discussion and adoption of the financial statements for the 5. Explanation of policy on additions to reserves and dividends 6. Proposed distribution of dividend for the 7. Discharge from liability of the members of the Executive Board for the performance of their duties in the 8. Discharge from liability of the members of the Supervisory Board for the performance of their duties in the 2013 financial year 9. Re-appointment of Mr. E.M. Hoekstra as member of the Executive Board 10. Re-appointment of Mr. F. Eulderink as member of the Executive Board 11. Re-appointment of Mr. C.J. van den Driest as member of the Supervisory Board 12. Proposal to authorize the Executive Board to acquire ordinary shares 13. Proposal to cancel the cumulative financing preference shares issued in 2009 14. Appointment of Deloitte Accountants B.V. as the external auditor for the 2015 financial year 15. 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, 12 March 2014 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 26 March 2014 ( 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 27 March 2014 until no later than 5.00 p.m. CET on Wednesday 16 April 2014 via the intermediary where your shares are administered or directly via www.abnamro.com/ evoting. 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 16 April 2014. 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 16 April 2014. 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.
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 received by Tamminga Notariaat B.V. (Wilhelminaplein 12, 3072 DE Rotterdam, or P.O. Box 2429, 3000 CK Rotterdam) no later than 5.00 p.m. CET on Wednesday 16 April 2014. The model power of attorney is available free of charge from Royal Vopak (Global Communication & Investor Relations Department) and can be downloaded from www.vopak.com as of today. Alternatively, you may grant a power of attorney and provide voting instructions via the Internet on www.abnamro.com/evoting no later than 5.00 p.m. CET on Wednesday 16 April 2014. 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 14 inclusive of the agenda for the Annual General Meeting to be held on Wednesday 23 April 2014. In accordance with the Dutch Corporate Governance Code, the notes also include facts and circumstances that are relevant to the General Meeting when adopting resolutions concerning approvals or authorizations arising from these agenda items. Item 2. Discussion of the report of the Executive Board on the 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. Implementation of the remuneration policy for the In accordance with newly adopted legislation aimed at improving the transparency regarding the implementation of the remuneration policy for executive directors, the remuneration of the Executive Board members in 2013, implementing the remuneration policy as approved by the General Meeting, is included in the agenda for discussion purposes. Please refer to the Supervisory Board section and the Remuneration report in the annual report 2013 for an overview of the remuneration policy and the implementation hereof for the. During the Annual General Meeting the Supervisory Board will take the opportunity to further elaborate on its decision to make use of the discretionary power under the plan rules (art. 3.1.b.iv) of the Long Term Incentive Plan 2010-2013. Although the reward outcome based on the plan rules as set at the beginning of the plan period of four years was zero, the Supervisory Board felt that no reward does not reflect the significant performance of the company during the plan period. Therefore the Supervisory Board decided to award a discretionary award in Royal Vopak shares with a gross value of EUR 300,000 for each of the Executive Board members. Please refer to pages 67 and 68 of the annual report 2013 for further details.
Item 4. Discussion and adoption of the financial statements for the It is proposed to adopt the Koninklijke Vopak N.V. s financial statements for the. Item 5. Explanation of policy on additions to reserves and dividends 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. 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 2013 financial year It is proposed to distribute a dividend of EUR 0.90 in cash per ordinary share having a par value of EUR 0.50. Following approval of this dividend proposal, the amount to be distributed will represent a corresponding pay-out ratio of approximately 37% (2012: EUR 0.88; pay-out ratio of 33%), which is within the dividend pay-out range as applicable since the Extraordinary General Meeting of 17 September 2013 and a dividend increase of 2% compared to 2012. The dividend payment to holders of ordinary shares will be charged to the result for 2013. The dividend attributable to holders of ordinary shares will be made payable, subject to statutory dividend tax being withheld, on 2 May 2014. 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 2013 financial year It is proposed to discharge all members of the Executive Board in office in 2013 from liability in relation to the performance of their duties in the financial year 2013, to the extent that such performance is apparent from Royal Vopak s financial statements for the or has been otherwise disclosed to the General Meeting. Item 8. Discharge from liability of the members of the Supervisory Board for the performance of their duties in the It is proposed to discharge all members of the Supervisory Board in office in 2013 from liability in relation to the performance of their duties in the financial year 2013, to the extent that such performance is apparent from Royal Vopak s financial statements for the or has been otherwise disclosed to the General Meeting. Item 9. Re-appointment of Mr. E.M. Hoekstra as member of the Executive Board Due to the expiry of the current term of appointment of Mr. E.M. Hoekstra, the Supervisory Board nominates Mr. E.M. Hoekstra for re-appointment as a member of the Executive Board for the maximum term of office of four years in accordance with articles 12.7 and 12.8 of the Articles of Association of Royal Vopak. Mr. Hoekstra s personal details are as follows: Name E.M. Hoekstra (Eelco) Date of birth 3 February 1971 (43) Holder of Vopak shares 22,871 ordinary shares Previous position Since 2011, Mr. Hoekstra has been chairman of the Executive Board and CEO of Vopak, with particular responsibility for the divisions Netherlands and Asia. He has been working for Vopak since 2003. He has been Managing Director of Vopak Horizon Fujairah (UAE), Division President Latin America and Division President Asia. Previously he held various senior management positions with tank storage companies, in Asia and South America. It is noted that Mr. E.M. Hoekstra holds no (supervisory) positions with legal entities that qualify as large pursuant to section 2:132a, subsection 2 Dutch Civil Code or that qualify as listed company other than his membership of the Executive Board and his membership of the executive board of certain group companies of Royal Vopak.
Item 10. Re-appointment of Mr. F. Eulderink as member of the Executive Board Due to the expiry of the current term of appointment of Mr. F. Eulderink, the Supervisory Board nominates Mr. F. Eulderink for re-appointment as a member of the Executive Board for the maximum term of office of four years in accordance with articles 12.7 and 12.8 of the Articles of Association of Royal Vopak. Mr. Eulderink s personal details are as follows: Name F. Eulderink (Frits) Date of birth 9 November 1961 (52) Holder of Vopak shares 5,173 ordinary shares Previous position For the past four years, Mr. Eulderink has been a member of the Executive Board and COO of Vopak, with particular responsibility for the divisions Americas, EMEA, the LNG business and global safety, sustainability and operational excellence. Before Mr. Eulderink joined Vopak he was Vice President Unconventional Oil at Shell. Before that, he held various other positions at Royal Dutch/Shell Group in the Netherlands and abroad since 1990. It is noted that Mr. F. Eulderink holds no (supervisory) positions with legal entities that qualify as large pursuant to section 2:132a, subsection 2 Dutch Civil Code or that qualify as listed company other than his membership of the Executive Board and his membership of the executive board of certain group companies of Royal Vopak. The personal details of Mr. Mr. C.J. van den Driest referred to in Section 2:142, subsection 3 Dutch Civil Code and the reasons for his nomination are as follows: Name C.J. van den Driest (Carel) Age 66 (22 November 1947) Nationality Dutch Current position Managing director of Carelshaven B.V. Previous position Chairman of the Executive Board of Royal Vopak Other board positions Member Supervisory Board N.V. Nederlandse Spoorwegen (chairman)* Van Oord N.V. (chairman)* Anthony Veder Group N.V. (chairman) Stork Technical Services Group B.V.* (until 31 March 2014) Teslin Capital Management B.V. (chairman) It is noted that Mr. C.J. van den Driest 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 other than his membership of the Supervisory Board of Royal Vopak and those marked with a * above. As of 23 April 2014 the number of supervisory positions of Mr. C.J. van den Driest is five. Item 11. Re-appointment of Mr. C.J. van den Driest as member of the Supervisory Board Due to the expiry of the current term of appointment of Mr. C.J. van den Driest, the Supervisory Board nominates Mr. C.J. van den Driest for re-appointment as a member of the Supervisory Board 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. Holder of Vopak shares Reasons none Mr. C.J. van den Driest is nominated for re-appointment given his knowledge of logistics services and, particularly, tank storage operations, his knowledge of the port of Rotterdam, and his knowledge of the company, which he built up in various positions over a period of many years.
Item 12. 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 22 October 2015, to acquire, subject to the approval of the Supervisory Board, 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. par value of such shares, increased by the part of the balance of the share premium reserve that can be attributed to such shares and furthermore increased by the entitlement of such shares to profits that have not been distributed yet. The cancellation and settlement of the 41,400,000 Financing Preference Shares is subject to a two-month opposition period and, if to occur, is expected to occur on or about 2 January 2015, being the dividend reset date for the Financing Preference Shares as defined in the Articles of Association of Royal Vopak. In view of section 2:99, subsection 6 Dutch Civil Code, in order for the proposal referred to in agenda item 13 to be adopted, a majority of at least 2/3 of the votes validly cast is required if less than 50% of the issued share capital is represented at the Annual General Meeting. If at least 50% of the issued share capital is represented, a simple majority is sufficient. 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 2013 Annual General Meeting. Item 13. Proposal to cancel the cumulative financing preference shares issued in 2009 Currently 41,400,000 cumulative financing preference shares are outstanding under the 2009 Program (as defined below) (the Financing Preference Shares ) on which currently an aggregate amount of EUR 44,000,000,-- is outstanding (par value EUR 20,700,000,-- and share premium EUR 23,300,000,--). The 2009 Financing Preference Shares are held by Stichting Administratiekantoor Financieringspreferente Aandelen Vopak (the Foundation ). The Foundation has issued to the investors in the Financing Preference Shares program (the 2009 Program ) one depositary receipt for each Financing Preference Share held by it. Item 14. Appointment of Deloitte Accountants B.V. as the external auditor for the 2015 financial year It is proposed, in accordance with the recommendation of the Audit Committee and the Supervisory Board, to appoint Deloitte Accountants B.V., as Vopak s external auditor, with the purpose of examining the company s financial statements for the 2015 financial year. The selection and nomination follows from a competitive tender process that Vopak has conducted based on Dutch legislation on the mandatory rotation of the external audit firm, which triggered Vopak to rotate the external auditor because Pricewaterhouse- Coopers N.V. (PwC) is exceeding the maximum number of eight years as included in the new legislation. The appointment of PwC, as resolved upon in the 2013 Annual General Meeting, as the external auditor charged with the audit of the financial statements for the 2014 financial year is part of the transition. Under the 2009 Program Royal Vopak is entitled to cancel the Financing Preference Shares on the occasion of a dividend reset, for the first time on 1 January 2015 and furthermore every subsequent 5 years. Rotterdam, 12 March 2014 The Executive Board In the second half of 2014 the Executive Board, subject to the approval of the Supervisory Board, will resolve on the continuation of the 2009 Program. It is proposed to resolve to cancel the 41,400,000 Financing Preference Shares. The resolution to cancel the 41,400,000 Financing Preference Shares is subject to the condition precedent that the Executive Board, subject to the approval of the Supervisory Board, resolves not to continue the 2009 Program. The cancellation of the 41,400,000 Financing Preference Shares will be effected for a cancellation price that, at the day of the cancellation, equals the Royal Vopak Westerlaan 10 I 3016 CK Rotterdam P.O. Box 863 I 3000 AW Rotterdam Telephone: +31 10 4002911 info@vopak.com www.vopak.com