Refresco

Extraordinary General Meeting



CONVOCATION

Refresco Group N.V. (the Company) hereby invites its shareholders to attend the Extraordinary General Meeting (the EGM), to be held on Monday, 5 March 2018 at 14:00 hours (CET) at Inntel Hotels Rotterdam Centre, Leuvehaven 80, 3011 EA Rotterdam, the Netherlands.

AGENDA

  1. Opening

  2. Explanation of the recommended public offer by Sunshine Investments B.V. for all the issued and outstanding shares in the share capital of the Company in consideration of EUR 20 per share (the Offer). Discussion

  3. Conditional Asset Sale and Liquidation
    1. Conditional approval of the Asset Sale (as defined in the explanatory notes) as required under article 2:107a of the Dutch Civil Code (the DCC). Resolution
    2. Conditional resolution to (i) dissolve (ontbinden) the Company in accordance with article 2:19 of the DCC and (ii) appoint Refresco Holding B.V. as the custodian of the books and records of the Company in accordance with article 2:24 of the DCC. Resolution

  4. Conditional corporate governance structure
    Conditional amendment of the articles of association of the Company (the Articles of Association) in order to effect conversion of the Company from a public limited liability company to a private limited liability company. Resolution

  5. Conditional changes to the Supervisory Board Resolution
    1. Conditional appointment as per the Settlement Date (as defined in the explanatory notes) of Mr. Pittman as member of the Supervisory Board.
    2. Conditional appointment as per the Settlement Date of Mr. Remedios as member of the Supervisory Board.
    3. Conditional appointment as per the Settlement Date of Mr. Stévenin as member of the Supervisory Board.
    4. Conditional appointment as per the Settlement Date of Mr. Brugère as member of the Supervisory Board.

  6. Conditional granting of full and final discharge from liability to Mr. Dijkhuizen, Mr. Gorvy, Mr. Kunz, Mrs. Plochaet and Mr. Sigurdsson as resigning members of the Supervisory Board for their functioning until the date of the EGM, as per the Settlement Date. Resolution

  7. Any other business

  8. Closing

Message details

Sub-group Equities
Issuer Refresco
Category Meeting
ISIN NL0011214010
Symbol RFRG
Securities name Ordinary shares
Publication date January 23 2018

Downloads

Explanatory notes.PDF
Proposal for amendment of the articles of association of the purpose of conversion the Company into a BV.PDF