The annual general meeting of Lucas Bols N.V. Thursday 7 September 2017 14.00 CET De Hermitage Amstel 51 1018 EJ 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 7 September 2017 at de Hermitage, Amstel 51, 1018 EJ Amsterdam, the Netherlands. This invitation has to be read in conjunction with the following documents, which are attached hereto: 1. Agenda 2. Explanatory notes to agenda 3. General information 4. Annual report 2016/17 5. Annual accounts 2016/17 Lucas Bols N.V. the management board Amsterdam, 30 June 2017 2 1. AGENDA 1. Opening 2. Annual report 2016/17 3. Annual accounts 2016/17 (a) Implementation of the remuneration policy in financial year 2016/17 (b) Adoption of the annual accounts 2016/17 (voting item) (c) Adoption of the dividend proposal (voting item) 4. Discharge (a) Discharge from liability of members of the management board for the performance of their duties in financial year 2016/17 (voting item) (b) Discharge from liability of members of the supervisory board for the performance of their duties in financial year 2016/17 (voting item) 5. Appointment as supervisory board member of: (a) Mr R. (Ralph) Wisbrun (voting item) 6. 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 6(a) (voting item) 7. Prolongation of the authorization of the management board to repurchase shares (voting item) 8. Remuneration Supervisory Board (voting item) 9. Any other business 10. Closing 3 2. EXPLANATORY NOTES TO THE AGENDA Proposal 2: The management board will give a presentation on the performance of Lucas Bols in 2016/17 as described in the annual report 2016/17. The shareholders will then be invited to discuss the annual report 2016/17. Proposal 3(a): Pursuant to Section 2:135 paragraph 5a of the Dutch Civil Code (DCC), this agenda item provides for a discussion on the implementation of the remuneration policy for the management board in 2016/17. 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 7 to the Company Financial Statements of the annual report 2016/17. The remuneration policy for the management board and the remuneration report can be retrieved through the Company’s website: www.lucasbols.com. Proposal 3(b): On 7 June 2017, the management board members and the supervisory board members signed the annual accounts 2016/17 drawn up by the management board. The annual accounts were published on 30 June 2017 and are submitted for adoption by the general meeting in this meeting. It is proposed to adopt the annual accounts 2016/17. Proposal 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-yearly financial figures 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. The management board, with approval of the supervisory board, proposes a final dividend for the financial year 2016/17 of € 0.26 per share in cash. If the proposal is adopted and following the distribution of an interim dividend of € 0.31 in November 2016, the total dividend for the financial year 2016/17 amounts to € 0.57, up 4 5.6% compared to 2015/16. This would represent a pay-out ratio of 58% of the normalized net profit (excluding one-off items), in line with our dividend policy of a pay-out of at least 50% of net profit, If the proposed dividend is approved by shareholders, Lucas Bols shares will be quoted ex-dividend on 11 September 2017, for the shares listed on Euronext. The record date for the dividend on the shares listed on Euronext will be 12 September 2017. The dividend payment date will be 15 September 2017. Proposal 4(a): It is proposed to discharge the members of the management board from liability for the performance of their duties in financial year 2016/17 insofar as the performance of such duties is disclosed in the annual accounts 2016/17 or has otherwise been communicated to the general meeting. Proposal 4(b): It is proposed to discharge the members of the supervisory board from liability for the performance of their duties in financial year 2016/17 insofar as the performance of such duties is disclosed in the annual accounts 2016/17 or has otherwise been communicated to the general meeting. Proposal 5: Since the appointment of Mrs Alexandra Oldroyd at the general meeting held 1 September 2016, the Supervisory Board had one vacancy. To fill this vacancy, it is proposed that the general meeting appoints Mr R. (Ralph) Wisbrun for appointment as supervisory board member for a term of four years from the date of his appointment. The binding nomination of the supervisory board for the appointment of Mr Wisbrun was notified to the general meeting in Lucas Bols’s press release of 16 January 2017, available at Lucas Bols’s corporate website www.lucasbols.com. The general meeting may reject a binding nomination by a resolution adopted by an absolute majority of votes cast, representing at least one-third of the issued share capital. Personal information as referred to in art.2:142 (3) of the Dutch Civil Code: Ralph Wisbrun (6-5-1957) has Dutch nationality and he is founding partner and co-owner at JWT Amsterdam, one of the leading advertising agencies in the Netherlands. Ralph Wisbrun studied Applied Home Economics and began his career at Hilton International and a few years later made the step into advertising at Go/Needham. He joined PPGH/JWT in 1984 and became CEO by 1994. In 1997, he cofounded UbachsWisbrun, which became one of the premier advertising agencies in the Netherlands. Ten years later, UbachsWisbrun merged with PPGH/JWT to become JWT Amsterdam, part of the worldwide JWT/WPP network. Furthermore, Ralph Wisbrun is a board member of the foundation to support the Emma children’s hospital and the Carré Fonds. He is also a member of the inspirational board of dance4life. It is proposed to the general meeting to appoint Mr R. Wisbrun 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 2021. With the appointment of Mr Wisbrun, the supervisory board has no vacancies. 5 Proposal 6: It is proposed that the general meeting appoints the management board for a period of 18 months as from the date of this meeting, i.e. up to and including 6 March 2019, 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 7 September 2017 and to an additional 10% of the total number of issued shares outstanding on 7 September 2017, 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 2016 will be withdrawn. Proposal 7: 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 general meeting authorizes the management board to repurchase shares, on the stock 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 6 March 2019), up to a maximum of 10% of the total number of issued shares outstanding on 7 September 2017, 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 2016 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.