Convocation to the Annual General Meeting of Shareholders

CONVOCATION AND AGENDA for the Annual General Meeting of Shareholders of Wereldhave N.V.

To be held on:
Friday April 20, 2018 11.00 am CET
Amsterdam Hilton Hotel
Apollolaan 138
1077 BG Amsterdam
The Netherlands


  1. Opening
  2. Report of the Board of Management
  3. Remuneration Report 2017, execution of the Remuneration Policy
  4. Presentation of the Auditor's statement
  5. Dividend and reserves policy
  6. Adoption of the Annual Accounts and dividend proposal
    1. Proposal to adopt the Annual Accounts for 2017 Vote
    2. Proposal of a dividend for 2017 of € 3.08 in cash, of which € 0.77 is payable as final dividend Vote
  7. Proposal to discharge the members of the Board of Management Vote
  8. Proposal to discharge the members of the Supervisory Board Vote
  9. Proposal to appoint Mr D. De Vreede as Director Vote
  10. Proposal to amend the articles of association Vote
  11. Dutch Corporate Governance Code
  12. Authority to issue shares
    1. Proposal to renew the authority of the Board of Management to issue shares and/or grant rights to subscribe for shares Vote
    2. Proposal to renew the authority of the Board of Management to restrict or exclude pre-emptive rights Vote
  13. Proposal to authorise the Board of Management to repurchase own shares Vote
  14. Questions before closure of the meeting
  15. Closure of the meeting

Record date
For this meeting voting- and meeting rights will be granted to those shareholders who are registered as such on March 23, 2018 after trading hours (record date) in a (partial) register and who have notified their intention to be present according to the stipulations below. (Partial) registers are the administrations of intermediaries as defined in the Dutch Securities BookEntry Administration and Trading Act.

Notification of presence and representation
Holders of bearer shares who wish to attend the meeting must declare in writing their wish to attend before or on 13 April 2018 (before 15:00 h CEST) by intervention of their bank. This declaration should be accompanied with a confirmation from the intermediary that the said shares were registered at the shareholder’s name on the record date. Through their bank, shareholders will receive a receipt confirmation which also serves as entrance registration form for the meeting. Holders of classic shares or K-stukken can only exercise voting rights and entitlement to dividend on their shares once these have been added to the Global Share.

Notification of presence can be made at www.abnamro.com/evoting. Meeting rights can also be exercised by proxy (including electronic proxy). Shareholders who wish to vote by internet, must instruct their bank or broker to inform ABN-AMRO before or on 13 April 2018 to register their shares for the meeting. Shareholders and usufructuaries with voting rights can give their notification and voting instructions electronically at www.abnamro.com/evoting from 26 March 2018 up to and including 13 April 2018. Intermediaries are requested to give full address details of the respective holders of shares, in order to facilitate an efficient check of their holdings at the record date.

Registration of presence
Shareholders or their proxy holders can only exercise vote- and meeting rights if they have given notice to attend the meeting. The registration with their receipt confirmation from the banks takes place at the entrance of the meeting room on the day of the meeting, from 10.00 h CEST until the start of the meeting. Shareholders and proxyholders will have to show a valid identification.

Issued share capital and voting rights
On the day of convocation for the meeting, there were 40,270,921 ordinary shares in issue, each entitled to one vote.

Schiphol, March 9, 2018
Board of Management Wereldhave N.V.

Message details

Sub-group Equities
Issuer Wereldhave
Category Meeting
ISIN NL0000289213
Symbol WHA
Securities name Ordinary shares
Publication date March 9 2018


Explanatory notes.pdf