Extraordinary General Meeting of Shareholders of Vimetco N.V. in Amsterdam, The NetherlandsMon, 03/27/2017
The Board of Directors (the "Board") of Vimetco N.V. with its corporate seat in Amsterdam, the Netherlands (the "Company"), in accordance with its Articles of Association (the "Articles"), is pleased to inform you that the Extraordinary General Meeting of the Company's Shareholders has been convened at 10:00 a.m. CET, on 8 May 2017 at the Company's offices at Strawinskylaan 403, World Trade Centre ("WTC"), A Tower, 4th floor, 1077 XX Amsterdam, the Netherlands (the "EGM").
1 Agenda / Order of the Day
The Board submits the following agenda items for discussion and approval as a resolution (where indicated below) at the EGM:
(1) Opening of the EGM, appointment of chairman, remarks and announcements
The EGM will be held in the English language.
(2) Approval of the delisting of the Company from the LSE*:
To approve the proposed removal of the global depositary receipts, each representing one ordinary share of par value €0.10 each in the capital of the Company (the "GDRs") from admission to the standard listing segment of the official list of London Stock Exchange plc (the "Official List") and to trading on the main market of London Stock Exchange plc (the "Main Market") (together, the "Cancellation") and approve that the members of the Board (the "Directors") be authorised to implement the Cancellation and to do or procure to be done all such acts or things as they may consider necessary or desirable in connection with the Cancellation.
(3) Any other business
(4) Closing of the EGM
Item (2) marked * requires a resolution to be passed at the EGM.
The following resolution is proposed and recommended by the Board.
Below a short explanation is given for consideration by the EGM before voting on the adoption of the resolution.
The other non-marked agenda items do not require a resolution and are scheduled in line with the Articles and the Company's policies to allow the Company's shareholders (the "Shareholders") to discuss these items with the Board and ask questions.
For the relevant facts and circumstances to be considered by the EGM, Shareholders are also invited to consider the Articles, in particular as to the provisions governing the EGM.
The resolution will require approval from a simple majority of the votes cast at the EGM, at which at least 50% of the issued share capital of the Company is present or represented.
The Company is required to follow the rules related to the Cancellation described in the Listing Rules.
As described in Part III of this document, after due and careful consideration the Board has resolved that making the Cancellation effect as soon as reasonably possible is in the best interests of the Company taking into consideration the interests of all its stakeholders (including, but not limited to, the Shareholders).
The Company intends to remove the GDRs from admission to the Official List and to trading on the Main Market, immediately following the passing of the resolution.
Information available on website
Copies of the following documents will be made available to Shareholders, up to and including the EGM:
- the Articles;
- this document; and
- the Form of Proxy.
The above mentioned documents are available on the Vimetco N.V. website www.vimetco.com as of 27 March 2017. Until publication of the printed versions, the internet versions of the meeting documents will be available for inspection during normal business hours on any weekday (except Saturdays and public holidays) at the official address of Vimetco N.V. at Strawinskylaan 403, WTC, A Tower, 4th floor, 1077 XX Amsterdam, the Netherlands as of 27 March 2017. Copies of these documents may be obtained free of charge at this address.
The Record Date is the determining factor to attend the EGM and to exercise voting rights during that meeting. In accordance with article 21.4 of the Articles, Shareholders who were holders of record on 10 April 2017 (the "Record Date"), have the right to attend the meeting and to exercise their voting rights in accordance with the number of shares held at the Record Date.
Registration date for attendance
Not later than 1 May2017, Shareholders have to register to attend the EGM in writing with Vimetco N.V., Strawinskylaan 403, WTC, A Tower, 4th floor, 1077 XX Amsterdam, the Netherlands, e-mail: firstname.lastname@example.org, fax: +31 (20) 575 2726.
Not later than 1 May2017, holders of GDRs who wish to attend the EGM have to submit, or request their custodian to submit a statement to Vimetco N.V., Strawinskylaan 403, WTC, A Tower, 4th floor, 1077 XX Amsterdam, the Netherlands, e-mail: email@example.com, fax: +31 (20) 575 2726. This statement should include the number of GDRs they hold at the Record Date.
Shareholders and holders of GDRs who wish to be represented by a proxy in the meeting have to submit the Form of Proxy at the time of registration.
Voting rights in the meeting
Shareholders are entitled to exercise their voting rights in accordance with their shareholding according to the shareholders' register at the Record Date.
Holders of GDRswho attend the meeting in person are entitled to cast a vote in their capacity as proxy of the Depositary, in its capacity as Shareholder, for the number of shares equivalent to the number of GDRs held on the Record Date.
Written Voting Instructions
Holders of GDRswill receive a voting card form. This form can be used if they do not attend the meeting, but do wish to participate in the decision-making process. This form shall be received at the return address not later than the date stated on it.
Shareholders who have general queries about the EGM should contact D.F. King Ltd and should use the following means of communication (no other methods of communication will be accepted):
Telephone: +44 20 7920 9700
Amsterdam, 27 March2017
The Board of Directors Vimetco N.V.