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The Annual General Meeting of Lucas Bols N.V. Thursday 9 July 2020 14.00 CET Paulus Potterstraat 14 1071 CZ Amsterdam the Nether

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The Annual General Meeting of Lucas Bols N.V. Thursday 9 July 2020 14.00 CET Paulus Potterstraat 14 1071 CZ Amsterdam the Nether 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 corporate finance. 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 bank 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 banks, 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.
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