IMCD

Convocation



Shareholders of IMCD N.V. are invited to attend the ANNUAL GENERAL MEETING to be held on Wednesday, May 9, 2018 at 10:30 AM at the Mainport by Inntel Hotel, Schiedamsedijk 140, 3011 EN, Rotterdam, the Netherlands.

AGENDA

  1. Opening
  2. Annual Report 2017
    1. Presentation by the Management Board (discussion)
    2. Corporate governance structure and compliance with the Corporate Governance Code (discussion)
    3. Implementation of the remuneration policy in the financial year 2017 (discussion)
    4. Proposal to adopt the financial statements 2017 (voting point)
    5. Proposal to adopt a dividend of EUR 0.62 per share in cash (voting point)
    6. Proposal to discharge from liability the members of the Management Board (voting point)
    7. Proposal to discharge from liability the members of the Supervisory Board (voting point)
  3. Composition of the Management Board
    1. Proposal to reappoint Mr. Piet van der Slikke, CEO (voting point)
    2. Proposal to reappoint Mr. Hans Kooijmans, CFO (voting point)
  4. Remuneration of the Management Board
    1. Proposal to adopt the revised Remuneration Policy, including adjustment of the long-term variable compensation (voting point)
    2. Proposal to approve the revised annual base salaries for the Management Board (voting point)
  5. Composition of the Supervisory Board
    1. Proposal to reappoint Mr. Michel Plantevin (voting point)
    2. Proposal to reappoint Mr. Arjan Kaaks (voting point)
    3. Proposal to appoint Mr. Stephan Nanninga (voting point)
  6. Reappointment of Deloitte Accountants B.V. as external auditor for the financial years 2019 and 2020 (voting point)
  7. Extension of the period for which the Management Board is authorised:
    1. to issue shares (voting point)
    2. to restrict or exclude the pre-emptive rights on shares as described under 6.a. (voting point)
  8. Authorisation of the Management Board to acquire shares (voting point)
  9. Any other business
  10. Closing

This agenda with explanatory notes, the instructions for attendance, the annual report and financial statements for 2017 and further information regarding the Annual General Meeting are available at IMCD’s corporate website (www.imcdgroup.com/investors) as from March 2, 2018 and can be acquired at no costs at the IMCD offices and at ING at the addresses stated below.

As at the date hereof, the total number of issued shares is 52,592,254. 195,000 ordinary shares are currently held by IMCD N.V. or its subsidiaries. The total number of voting rights as at the date hereof amounts to 52,397,254.

INSTRUCTIONS FOR ATTENDANCE

Record Date
The Management Board has determined that persons entitled to participate in and vote at the Annual General Meeting on Wednesday, May 10, 2017 shall be those persons who, after all changes have been processed, (i) have these rights on Wednesday, April 11, 2018 after close of trading (the “Record Date”) and are registered as such in the company’s shareholders register or in the administration held by the intermediaries with Euroclear Nederland within the meaning of the Dutch Securities Giro Transfer Act (Wet giraal Effectenverkeer) and (ii) have registered themselves for the meeting in time in accordance with the provisions set forth below.

Registration for attendance at the meeting
Shareholders who wish to attend the Annual General Meeting, either in person or by proxy, can register themselves via the E-voting platform (“EVO platform”) at https://ing.evo-platform.com/imcd or via their own intermediary, in any event not later than Wednesday, May 2, 2018, 05:30 PM CET. After registration on the EVO platform, the shareholder information provided will be verified with the information held by the shareholder’s intermediary as at the Record Date. When the intermediary has confirmed the information, the registration will be accepted. Duly registered shareholders will receive an attendance card and details on how to gain access to the Annual General Meeting by email.

Attendance by proxy
Shareholders who wish to be represented at the Annual General Meeting by a chosen proxy can register their proxy via the EVO platform. After confirmation by the intermediary of the shareholders’ information as at the Record Date, shareholders will receive an attendance card with proxy registration by email. Alternatively, shareholders who wish to be represented at the Annual General Meeting by a chosen proxy may, in addition to registering for the Annual General Meeting as described above, send in a legally valid written proxy instrument to ING at the address below, ultimately on May 2, 2018, 05:30 PM CET. A written proxy voting form is available as of today at www.imcdgroup.com/investors.

Proxy voting instructions
Shareholders who wish to grant a proxy and issue voting instructions prior to the Annual General Meeting can do this via the EVO platform or via their intermediary in any event not later than May 2, 2018, 05:30 PM CET. After confirmation by the intermediary of the shareholder‘s information as at the Record Date, the voting instructions will be accepted. Alternatively, shareholders may, in addition to registering for the Annual General Meeting as described above, grant a proxy and issue voting instructions in writing by sending in a legally valid proxy instrument to ING at the address below, ultimately on May 2, 2018, 05:30 PM CET. A written proxy voting form is available as of today at www.imcdgroup.com/investors. A person designated by IMCD N.V. will collect all voting instructions and submit them at the AGM.

Admittance to the Annual General Meeting
Registration for admission to the meeting will take place from 1 hour prior to commencement of the meeting. A chosen proxy holder shall hand in the attendance card and a copy/original of their proxy instrument at the registration desk. Shareholders or their representatives will need to sign the attendance list of the Annual General Meeting and may be requested to provide proof of identity before and during the Annual General Meeting.

Management Board / Supervisory Board IMCD N.V.

Rotterdam,
March 27, 2018


ING address:

ING Bank N.V.
Attn. Gerben Groenhof
Issuer Services, Locationcode TRC 02.039
Foppingadreef 7,1102 BD Amsterdam
The Netherlands
E-mail address ING: Iss.pas@ing.nl

IMCD address:
IMCD N.V.
Attn. C.B.F.M. Westerhuis (company secretary)
Wilhelminaplein 32, 3072 DE Rotterdam
P.O.Box 5802, 3008 AV Rotterdam
The Netherlands
E-mail address: ir@imcdgroup.com

Message details

Sub-group Equities
Issuer IMCD
Category Meeting
ISIN NL0010801007
Symbol IMCD
Securities name Ordinary shares
Publication date March 30 2018

Downloads

Explanatory notes.pdf

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