The annual general meeting of Lucas Bols N.V.

Thursday 9 July 2020 14.00 CET

Paulus Potterstraat 14 1071 CZ Amsterdam The Netherlands

1

CONVOCATION

Dear Shareholder,

We have the pleasure of inviting you to the annual general meeting of Lucas Bols N.V. (Lucas Bols or Company), to be held at 14.00 CET on Thursday 9 July 2020 at the head office of the Company at Paulus Potterstraat 14, 1071 CZ Amsterdam, the Netherlands. Due to the Dutch measures and recommendations relating to the coronavirus (COVID-19), shareholders cannot attend the annual general meeting in person. The Company facilitates its shareholders who wish to participate in the meeting by providing a live audio-webcast. The Company urges the shareholders to cast their votes by proxy or alternatively via the electronic voting system.

This invitation has to be read in conjunction with the following documents:

1. Agenda 2. Explanatory notes to agenda 3. General information 4. Annual report 2019/20

Lucas Bols N.V. the Management Board Amsterdam, 28 May 2020

2

1. AGENDA

1. Opening 2. Annual report 2019/20 3. Financial statements 2019/20 (a) Implementation of the remuneration policy in financial year 2019/20 (for advice by vote) (b) Adoption of the annual accounts 2019/20 (voting item) (c) Dividend policy 4. Discharge (a) Discharge from liability of members of the Management Board for the performance of their duties in financial year 2019/20 (voting item) (b) Discharge from liability of members of the Supervisory Board for the performance of their duties in financial year 2019/20 (voting item) 5. Appointment as member of the Management Board and Chief Financial Officer of Mr. F.J. (Frank) Cocx (voting item) 6. Reappointment as Supervisory Board member of Mrs. A.L. (Alex) Oldroyd (voting item) 7. Prolongation of the designation of the Management Board as the body authorized: (a) To issue shares and/or grant rights to acquire shares (voting item) (b) To restrict or exclude pre-emptive rights upon the issue of shares and/or the granting of rights to acquire shares as described under 7(a) (voting item) 8. Prolongation of the authorization of the Management Board to repurchase shares (voting item) 9. Any other business 10. Closing

3

2. EXPLANATORY NOTES TO THE AGENDA

Agenda item 2:

The Management Board will give a presentation on the performance of Lucas Bols in 2019/20 as described in the annual report 2019/20.

Agenda item 3(a) (for advice by vote):

Pursuant to Section 2:135 paragraph 5a of the Dutch Civil Code (DCC), this agenda item provides for a discussion and advisory vote on the implementation of the remuneration policy for the Management Board in 2019/20.

The discussion takes place on the basis of the relevant information referred to in Section 2:383c up to and including Section 2:383e of the DCC, as included in the remuneration report, which is published on the Company’s website, and the explanatory notes to the annual accounts, which are incorporated in note 28 to the Company’s consolidated Financial Statements of the annual report 2019/20. The remuneration policy for the Management Board and the remuneration report can be retrieved through the Company’s website: www.lucasbols.com.

Agenda item 3(b) (voting item):

On 27 May 2020, the Management Board members and the Supervisory Board members approved the annual accounts 2019/20 drawn up by the Management Board. The annual accounts were published on 28 May 2020 and are submitted for adoption by the general meeting in this meeting. It is proposed to adopt the annual accounts 2019/20.

Agenda item 3(c):

Lucas Bols’ dividend policy takes account of both the interests of the shareholders and the expected further development of the Company. Lucas Bols intends to annually pay dividends in two semi-annual instalments, with a target dividend of at least 50% of the Company’s net profits realised during the relevant financial year. Lucas Bols intends to pay an interim dividend in the third quarter of each financial year, after the publication of the half year results of Lucas Bols, and a final dividend in the second quarter of the following financial year, upon approval of the relevant Lucas Bols’ annual accounts at the general meeting.

In deviation of its dividend policy and as a result of the uncertainties relating to the COVID-19 crisis, the Management Board, with approval of the Supervisory Board, has decided to refrain from proposing a final dividend for 2019/20.

4

Agenda item 4(a) (voting item):

It is proposed to discharge the members of the Management Board from liability for the performance of their duties in financial year 2019/20 insofar as the performance of such duties is disclosed in the annual report 2019/20 or has otherwise been communicated to the general meeting.

Agenda item 4(b) (voting item):

It is proposed to discharge the members of the Supervisory Board from liability for the performance of their duties in financial year 2019/20 insofar as the performance of such duties is disclosed in the annual report 2019/20 or has otherwise been communicated to the general meeting.

Agenda item 5 (voting item)

Mr. J.K. de Vries, the former CFO of the Company has stepped down as member of the Management Board (statutair bestuurder) per 31 May 2020. It is proposed by the Supervisory Board that the general meeting appoints Mr. F.J. Cocx as member of the Management Board (statutair bestuurder) and Chief Financial Officer of the Company.

Profile Frank Cocx (1981), a Dutch national with a Master degree in Accounting & Control, brings extensive knowledge and experience in accounting, M&A and . In the past five years he has worked in different strategic finance roles at Blokker Holding and its various retail chains, lastly as CFO of Blokker. Prior to that Frank Cocx worked for KPMG for 10 years both in the Netherlands and abroad where he gained extensive experience in audit and transactions. Frank Cocx is chairman of the Supervisory Board of Stichting Uitgestelde Kinderfeestjes. Mr. Cocx has extensive financial expertise, a broad skill set in general management and a true entrepreneurial spirit.

Mr. Cocx complies with the statutory regime limiting the number of Supervisory Board positions that may be held by Management Board members under Dutch law.

Remuneration Mr. Cocx remuneration package is in accordance with the remuneration policy of Lucas Bols. Mr. Cocx will earn a base salary of EUR 290,000 per year. He is also eligible for an annual variable remuneration in cash. The maximum annual variable remuneration will be 50% of his base salary in case of outperformance on predefined performance criteria. The performance conditions consist of 50 to 70% financial targets and may also include qualitative criteria, consisting of 30 to 50% of the total performance criteria. Mr. Cocx is furthermore entitled to certain allowances for pension and fringe benefits and reimbursement of costs.

5

The contractual severance pay is in line with the Dutch Corporate Governance Code and amounts to a maximum of one year base salary. Mr. Cocx holds no shares in the Company.

The nomination of the Supervisory Board for the appointment of Mr. Cocx has been notified to the general meeting in Lucas Bols’ press release of 5 March 2020, available at Lucas Bols’ corporate website, www.lucasbols.com. In accordance with the article 14, section 3 of the articles of association of Lucas Bols and by way of non-binding nomination of the Supervisory Board, it is proposed to the annual general meeting of shareholders to appoint Mr. F.J. Cocx as member of the Management Board and Chief Financial Officer for a period of four years ending after the annual general meeting of 2024.

Agenda item 6 (voting item):

As set forth in the current rotation plan, Mrs. Alex Oldroyd is eligible for reappointment at the annual general meeting of shareholders of 9 July 2020. Mrs. Oldroyd has been member of the Supervisory Board since 2016 and is available for reappointment for another four-year term. Mrs. Oldroyd has proven herself as a very valuable, competent and committed member of the Supervisory Board, with an in-depth knowledge of the spirits market.

Mrs. Oldroyd (1967), member of the Supervisory Board, has the British nationality. Mrs. Oldroyd is Managing Director of Fluxion Advisors, an independent advisory business in the spirits sector, based in London. Previously she was Managing Director at Moelis & Company, a global boutique investment in the global beverages and European Consumer and Retail sectors. Before joining Moelis & Company she worked as sell side analyst for some 20 years at various , including Morgan Stanley and Barclays with an emphasis on the alcoholic beverage sector. Mrs. Oldroyd holds a Non-Executive Director position at Brockmans Gin.

Mrs. Oldroyd complies with the statutory regime limiting the number of board positions that may be held by Supervisory Board members under Dutch law, as well as with the independence criteria of the Dutch Corporate Governance Code and the Supervisory Board profile. Mrs. Oldroyd holds no shares in the capital of the Company.

In accordance with the article 21, section 3 of the articles of association of Lucas Bols and by way of non-binding nomination of the Supervisory Board, it is proposed to the annual general meeting of shareholders to re-appoint Mrs. A.L. Oldroyd as member of the Supervisory Board for a term of four years from the date of the annual general meeting until the annual general meeting to be held in 2024.

Agenda item 7 (voting item):

It is proposed that the annual general meeting of shareholders appoints the Management Board for a period of 18 months as from the date of this meeting, i.e. up to and including 9

6

January 2022, as the corporate body authorized, subject to the approval of the Supervisory Board: (a) to issue shares and/or grant rights to acquire shares, up to a maximum of 10% of the total number of issued shares outstanding on 9 July 2020 and to an additional 10% of the total number of issued shares outstanding on 9 July 2020, if the issue takes place within the context of a merger, acquisition or strategic alliance; and (b) to restrict and/or exclude the pre-emptive rights accruing to shareholders in respect of the issue of shares and/or the granting of rights to acquire shares pursuant to the authorization given under (a) above, subject to which the authorization granted by the general meeting in 2019 will be withdrawn.

Agenda item 8 (voting item):

In accordance with article 9.2 of the articles of association, the Company may acquire its own shares by virtue of a resolution of the Management Board, which resolution is subject to the prior approval of the Supervisory Board and the authorization of the general meeting. The duration of such authorization is limited by Dutch law to a maximum of 18 months.

It is proposed that the Annual General Meeting of Shareholders authorizes the Management Board to repurchase shares, on the exchange or otherwise, as meant in article 9.2 of the articles of association, for a period of 18 months as from the date of this meeting (i.e. up to and including 9 January 2022, up to a maximum of 10% of the total number of issued shares outstanding on 9 July 2020, provided that the Company will not hold more shares in treasury than at maximum 10% of the issued capital at any given time, subject to which the authorization granted by the general meeting in 2019 will be withdrawn. The repurchase can take place at a price between the nominal value of the shares and the opening price on the Euronext Amsterdam Exchange on the day of purchase plus 10%. This price range enables the Company to adequately repurchase its own shares, also in volatile market conditions.

7

3. GENERAL INFORMATION

Meeting documents

The agenda and explanatory notes thereto, the annual report 2019/20, including the financial statements and the remuneration report are available on the Company’s website www.lucasbols.com as from today.

These documents are also available for inspection at the office address at Lucas Bols at Paulus Potterstraat 14, 1071 CZ Amsterdam, the Netherlands, where copies may be obtained free of charge. If you wish to receive copies, or if you wish to visit the office of Lucas Bols for inspection, please contact Martha Frankfort, tel. +31 (0)20-5708548 / email: [email protected].

Attendance instructions

Shareholders cannot attend the general meeting in person, due to the measures related to COVID-19 and in accordance with the temporary Dutch COVID-19 Act. The Company facilitates shareholders who wish to participate in the meeting by providing a live audio webcast to allow shareholders to follow the meeting real time. After registration and ultimately on 8 July 2020, a shareholder will receive an email with a link to login for the meeting. After successful login, the shareholder is automatically logged into the meeting. Shareholders who did not register in time, will not be permitted to attend the meeting.

Holders of book-entry shares who wish to attend the meeting (electronically) or exercise their voting rights by written or electronic proxy must indicate this no later than 15.00 CET Thursday 2 July 2020 to Van Lanschot Kempen Wealth Management N.V. at [email protected] or to their intermediary (as referred in the Securities Bank Transaction Act/Wet giraal effectenverkeer) administering their shares.

No later than 15.00 CET on Thursday 2 July 2020, the intermediaries must provide Van Lanschot Kempen Wealth Management N.V. with a statement via fax +31(0)20 3489549 or per mail at [email protected] evidencing the number of shares notified for registration and held by that shareholder on the Record Date.

Van Lanschot Kempen Wealth Management N.V. will then send holders of book-entry shares proof of registration for the meeting, via their intermediary.

Voting instructions

The shareholders are urged to register their votes on the resolutions to be put to the annual general meeting by appointing the Company Secretary as their proxy. Alternatively, shareholders can register their proxy through the electronic voting facility via their intermediary administering their shares. It will not be possible to vote during the meeting.

Shareholders entitled to (electronically) attend the meeting pursuant to the above provisions can give the Company Secretary a written or electronic proxy to represent them at the

8

meeting and vote on their behalf. Any such proxy must include voting instructions. Shareholders who wish to issue a written proxy are required to use the form, which can be downloaded via www.lucasbols.com and is also attached as Annex I hereto. The form completed by the shareholder must have been received by Van Lanschot Kempen Wealth Management N.V. ultimately at 15.00 CET on Thursday 2 July 2020 at the office address of Van Lanschot Kempen Wealth Management N.V. at Beethovenstraat 300, 1077 WZ Amsterdam, via fax +31(0)20 3489549 or at [email protected]. Alternatively, shareholders can register their proxy through the electronic voting facility via their intermediary administering their shares.

Instructions to submit questions

The Company understands that the annual general meeting also serves as a forum for shareholders to engage with the Management and Supervisory Board of the Company. Therefore, the shareholders can submit questions prior to the meeting, provided they have duly registered for the meeting. Shareholders who did not register in time, will not be permitted to submit questions. The Company may summarise and bundle questions thematically or set further conditions while answering the questions, to facilitate the smooth running of the meeting. Any question should relate to the business of the general meeting. Questions can be submitted as of 28 May 2020 until no later than 6 July 2020, 14.00 pm CET. These questions can be sent to [email protected]. Furthermore, written answers will be provided via the Company’s website (www.lucasbols.com) no later than 9 July 2020, 14.00 pm CET, i.e. before the start of the annual general meeting and when doing so, answers may be organized thematically.

Record date and relevant register

For this meeting, those entitled to vote and/or (electronically) attend the meeting are those who on Thursday 11 June 2020, after processing the purchases and disposals on that date (Record Date), are registered in one of the sub-registers designated by the Management Board. The sub-registers designated for holders of book-entry shares are the registers administered by the intermediaries (as referred to in the Securities Bank Giro Transaction Act/Wet giraal effectenverkeer), indicating who is entitled to such shares on the Record Date. The register designated for holders of registered shares is the Company’s register of shareholders (as referred to in article 5 of the articles of association) on the Record Date.

Annex I

Proxy/voting instructions form

9