Intertrust

Invitation to the Annual General Meeting of Intertrust N.V.



to be held at 15:00 hours on 16 May 2019 at the offices of Intertrust N.V., Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands.

Agenda

  1. Opening
  2. Report of the Management Board 2018 (discussion item)
  3. Remuneration
    1. Implementation remuneration policy during 2018 (discussion item)
    2. Amendment remuneration policy (voting item)
    3. Approval of a new Long Term Incentive Plan for members of the Management Board (voting item)
    4. Proposal to amend the remuneration of the members of the Supervisory Board (voting item)
  4. Annual accounts 2018
    1. Adoption annual accounts 2018 (voting item)
    2. Dividend policy (discussion item)
    3. Dividend over financial year 2018 (voting item)
  5. Discharge members of the Management Board (voting item)
  6. Discharge members of the Supervisory Board (voting item)
  7. Appointment of external auditor (voting item)
  8. Composition of the Supervisory Board
    1. Proposal to reappoint Mrs. H.M. Vletter-van Dort as member of the Supervisory Board (voting item)
    2. Proposal to reappoint Mr. A. Ruys as member of the Supervisory Board (voting item)
    3. Proposal to appoint Mr. S.R. Bennett as member of the Supervisory Board (voting item)
  9. Designation of the Management Board
    1. to issue shares and to grant rights to subscribe for shares (voting item)
    2. to limit or exclude the pre-emptive rights (voting item)
  10. Authorisation of the Management Board to repurchase shares (voting item)
  11. Any other business
  12. Closing

GENERAL INFORMATION

Language, AGM documents
Intertrust is an international company and its corporate language is English. The AGM will therefore be conducted in English. A live translation in Dutch will be available. The agenda and the explanatory notes to the agenda, the report of the Management Board and the annual accounts for the financial year 2018 are available on the website of Intertrust N.V., www.intertrustgroup.com/investors. These documents are also available for inspection at the office of Intertrust N.V., Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, e-mail AGM@intertrustgroup.com where copies can be obtained free of charge as well as via ABN AMRO Bank N.V. ("ABN AMRO") by telephone: +31 20 344 2000 and by e-mail corporate.broking@nl.abnamro.com.

Registration date
Shareholders may attend the AGM and exercise voting rights if they hold shares in the share capital of Intertrust N.V. on 18 April 2019 (the "Registration Date") and are registered as such in the administrations held by the banks and brokers that are intermediaries as defined under the Securities Giro Act (Wet giraal effectenverkeer) (the "Intermediaries").

Attending in person
Shareholders who wish to attend the AGM in person or wish to authorise others to represent them at the AGM and are entitled to attend the AGM must register themselves at ABN AMRO via www.abnamro.com/evoting or through the Intermediary in whose administration the shareholder is registered as holder of shares Intertrust N.V., ultimately on 9 May 2019 no later than 17:00 hours. The Intermediary must provide, no later than 10:00 hours on 10 May 2019, ABN AMRO via www.abnamro.com/intermediary with a statement identifying the number of shares held by the shareholder on the Registration Date and presented for registration, as well as the full address details of the shareholder concerned in order to be able to verify the shareholding on the Registration Date in an efficient manner. The shareholder will receive from ABN AMRO, via the Intermediary, proof of registration (the "Registration Card") with a registration number by e-mail or by regular mail. This Registration Card will serve as an admission ticket to the AGM.

Proxy and voting instructions
Shareholders who are unable to attend the AGM in person may also, without prejudice to the above with regard to registration, give their voting instruction to an independent third party: Manon Cremers, civil-law notary in Amsterdam, the Netherlands, and/or her legal substitute and/or each civil-law notary of Stibbe. A voting instruction may be given either electronically or in writing. A shareholder can give an electronic voting instruction via www.abnamro.com/evoting no later than 17:00 hours on 9 May 2019. If a shareholder is unable to give its voting instruction electronically, this may also be given in writing. For this a form is available free of charge at the offices of Intertrust N.V. (www.intertrustgroup.com/investors). The written form must be completed and be received by Manon Cremers, civil-law notary in Amsterdam, the Netherlands, at the offices of Stibbe (Beethovenplein 10, 1077 WM Amsterdam, the Netherlands or by e-mail manon.cremers@stibbe.com ultimately on 9 May 2019, 17:00 hours. A proxy can be granted with or without voting instructions. In case a proxy is granted to said independent party without voting instructions it shall be deemed to include a voting instruction in favour of all proposals made by the Management Board and/or the Supervisory Board.

Persons entitled to attend the AGM may be asked for identification prior to be admitted and are therefore requested to carry a valid identity document.

Message details

Sub-group Equities
Issuer Intertrust
Category Meeting
ISIN NL0010937058
Symbol INTER
Securities name Ordinary shares
Publication date April 5 2019

Downloads

Annual Report 2018.pdf