Agenda and Shareholders Circular
Total Page：16
File Type：pdf, Size：1020Kb
Agenda and Shareholders Circular of the Extraordinary General Meeting of Koninklijke Vopak N.V. (Royal Vopak) to be held on Friday 15 December 2017 at the head office of the company, entrance via Westerlaantoren, Westerlaan 10, 3016 CK Rotterdam, the Netherlands commencing at 2.30 p.m. CET Koninklijke Vopak N.V. (Royal Vopak) Agenda of the Extraordinary General Meeting of Koninklijke Vopak N.V. (Royal Vopak) to be held on Friday 15 December 2017 at the head office of the company, entrance via Westerlaantoren, Westerlaan 10, 3016 CK Rotterdam, the Netherlands, commencing at 2.30 p.m. CET 1. Opening Note on agenda item 2 is provided hereafter 2. Appointment of Mr. G.B. Paulides as member in the Shareholders’ Circular. of the Executive Board 3. Any other business Item 2 will be put to the vote. 4. Closing Rotterdam, 3 November 2017 The Executive Board For the record, the procedure for registration and representation at the forthcoming Extraordinary General Meeting is described below. Record Date Voting by (electronic) proxy Admission to the meeting is for holders of shares in Royal Vopak If you wish to be represented at the meeting, in addition to (and others entitled to attend the meeting) on Friday 17 November the registration referred to above, Royal Vopak (Global 2017 (“Record Date”) following the processing of all sales and Communication Department) must receive the original copy purchases of shares until that date, who are recorded in one of of a legally valid power of attorney signed by you no later than the registers or sub-registers mentioned below and who have 5.00 p.m. CET on Friday 8 December 2017. Your proxy must expressed the wish to attend the meeting in accordance with submit the original copy of the certificate of deposit (if the conditions set out below. The designated registers and applicable) and a copy of the power of attorney to the sub-registers are the records of the intermediaries as defined in registration desk before the meeting commences. section 1 of the Securities Giro Act (Wet giraal effectenverkeer) and the register of shareholders kept by Royal Vopak in If you wish an independent third party to represent you at Rotterdam. the meeting, in addition to the registration referred to above, a legally valid power of attorney signed by you, including voting Holders of bearer shares instructions, and the original copy of the certificate of deposit If you wish to attend the meeting as a holder of bearer shares, must be received by Tamminga Legal B.V. (Wilhelminaplein 12, you must notify ABN AMRO Bank N.V., Gustav Mahlerlaan 10, 3072 DE Rotterdam) no later than 5.00 p.m. CET on 1082 PP Amsterdam (“ABN AMRO”) accordingly from Friday 8 December 2017. The model power of attorney is Monday 20 November 2017 until no later than 5.00 p.m. CET on available free of charge from Royal Vopak (Global Friday 8 December 2017 via the intermediary where your shares Communication Department) and can be downloaded from are administered or directly via www.abnamro.com/evoting. www.vopak.com as of today. Alternatively, you may grant a The intermediary concerned must provide ABN AMRO with a power of attorney and provide voting instructions via the statement that the shares were administered in your name on Internet on www.abnamro.com/evoting no later than 5.00 p.m. the Record Date. With the registration, intermediaries are CET on Friday 8 December 2017. In both cases, a staff member requested to include the full address details of the relevant or a (candidate) civil-law notary from Tamminga Legal B.V. will holders in order to verify the shareholding on the Record Date cast votes on your behalf in accordance with your voting in an efficient manner. You will receive a certificate of deposit instructions as an independent third party. from ABN AMRO that you should exchange for an admission card at the registration desk before the meeting commences. Proof of identity Shareholders and proxies may be asked to provide proof of Holders of registered shares identity at the registration desk. Accordingly, we request that If you wish to attend the meeting as a holder of registered all those entitled to attend the meeting bring a valid identity shares or of a right of usufruct or a right of pledge on shares, document (such as a passport or driver’s license). you must notify Royal Vopak (Global Communication Department, Westerlaan 10, 3016 CK Rotterdam) of this in writing no later than 5.00 p.m. CET on Friday 8 December 2017. You will obtain an admission card from the registration desk. Shareholders circular A note is provided below on item 2 of the agenda for If the general meeting resolves to appoint Mr. Paulides, his the Extraordinary General Meeting to be held on remuneration package will, in summary, comprise the following Friday 15 December 2017. In accordance with the Dutch elements: Corporate Governance Code (“the Code”), the note also includes facts and circumstances that are relevant to the - an annual base salary of EUR 460,000; Extraordinary General Meeting when adopting the resolution - a short term incentive plan; an annual cash based incentive arising from this agenda item. opportunity between 0 % and 75% of the annual base salary related to the achievement on financial and non-financial Item 2. targets for the respective year; Appointment of Mr. G.B. Paulides as member of - a 3 year rolling long-term incentive plan; a share based the Executive Board incentive opportunity between 0% and 120% of the annual To fill the vacancy of Chief Financial Officer (CFO) in the base salary related to performance conditions during each Executive Board which will arise as a result of the decision of 3 year performance period; Mr. J.P. de Kreij to step down as per 1 February 2018, the - participation in the Vopak Pension Plan; and Supervisory Board, in accordance with article 12.8 and 12.9 of - a severance arrangement drafted in accordance with the the Articles of Association of Royal Vopak, nominates Code’s provisions. Mr. G.B. Paulides for appointment as a member of the Executive Board and CFO as per 1 February 2018, for the maximum term It is noted that Mr. G.B. Paulides holds no (supervisory) positions of office of four years, which period will end at the close of the with legal entities that qualify as “large” pursuant to section first general meeting to be held in the fourth year upon his 2:132a, subsection 2 Dutch Civil Code. appointment, being in the year 2022. Rotterdam, 3 November 2017 Mr. Paulides personal details are as follows: The Executive Board Name : G.B. Paulides (Gerard) Date of birth : 6 January 1963 (54) Nationality : Dutch Number of Vopak shares held : 0 Current and previous positions : Mr. Paulides currently holds the position of Executive Vice President Investor Relations at Royal Dutch Shell and is member of the Board of Directors of Shell Midstream Partners. Before that, he was Executive Vice President M&A and has held various other financial and CFO positions at Royal Dutch Shell in the Netherlands and abroad since 1986. Motivation : Mr. Paulides is nominated for appointment because of his strong track record as CFO in both financial and M&A roles involving gas, chemicals and oil activities. He has gained broad, international experience and has deep knowledge of the energy industries. Royal Vopak Westerlaan 10 3016 CK Rotterdam P.O. Box 863 3000 AW Rotterdam Telephone: +31 10 4002911 [email protected] www.vopak.com.