BinckBank

Declaration of the Annual General Meeting



Convening notice for the annual general meeting (the "Meeting") of BinckBank N.V. ("BinckBank"), with registered office in Amsterdam, also being the general meeting as referred to in article 18 of the Netherlands Decree on Public Takeover Bids, to be held on 23 April 2019 at 13:00 hours CET at the office of BinckBank at Barbara Strozzilaan 310, 1083 HN Amsterdam.

Agenda

Recurring items

  1. Opening.

  2. Presentation of the 2018 annual report, including the chapter on corporate governance, by Mr. V.J.J. Germyns, CEO of BinckBank and Mr. E.J.M. Kooistra, CFRO of BinckBank (discussion item).

  3. Remuneration policy
    1. accountability for implementation of remuneration policy (discussion item);
    2. proposal to adopt amended remuneration policy for the management board of BinckBank (the "Executive Board"):
      1. notification of the opinion of the works council of BinckBank (the "Works Council") (discussion item);
      2. proposal to adopt amended remuneration policy (voting item).

  4. Annual accounts for financial year 2018
    1. proposal to adopt the annual accounts for financial year 2018 (voting item);
    2. explanation of the policy on reserves and dividends (discussion item);
    3. explanation of determination to reserve all profits from the financial year 2018, after deduction of the distributed interim dividend (discussion item).

  5. Proposal to grant discharge to members of the Executive Board for their management during the financial year 2018 (voting item).

  6. Proposal to grant discharge to members of the supervisory board of BinckBank (the "Supervisory Board") for their supervision during the financial year 2018 (voting item).

  7. Composition of the Supervisory Board (voting item):
    1. notification of the vacancy to be filled;
    2. notification of the recommendation of the Works Council and the opportunity to recommend an appointment of a member of the Supervisory Board;
    3. notification of the nomination by the Supervisory Board for the vacancy to be filled;
    4. proposal to re-appoint Mr. A. Soederhuizen as member of the Supervisory Board.

  8. Proposal by Stichting Prioriteit Binck, in its capacity of meeting of the sole holder of all issued priority shares (in such capacity, the "Foundation") and announcement by the Supervisory Board of the proposed re-appointment of Mr. S.J. Clausing as a member of the Executive Board (discussion item).

  9. Proposal by the Foundation to designate the Foundation as the body authorized to resolve to (i) issue ordinary shares in the capital of BinckBank, (ii) grant rights to acquire ordinary shares in the capital of BinckBank, and (iii) limit or exclude pre-emptive rights accruing to shareholders (voting item).

  10. Proposal by the Foundation to authorize the Executive Board to acquire ordinary shares in the capital of BinckBank or depositary receipts for the same, otherwise than for no payment (voting item).

  11. Appointment of the external auditor (voting item).

    Items relating to the recommended public offer made by Saxo Bank

  12. Explanation of the recommended public offer made by Saxo Bank for BinckBank (the "Offer") (discussion item).

  13. Conditional corporate governance changes:
    1. amendment of the articles of association of BinckBank (the "Articles") following settlement of the Offer (voting item);
    2. amendment of the Articles following delisting from Euronext Amsterdam (voting item).

  14. Conditional appointment of Mr. S. Kyhl as Supervisory Board member as of settlement of the Offer (voting item):
    1. notification of the vacancy to be filled;
    2. notification of the recommendation of the Works Council and the opportunity to recommend an appointment of a member of the Supervisory Board;
    3. notification of the nomination by the Supervisory Board for the vacancy to be filled;
    4. proposal to appoint Mr. S. Kyhl as Supervisory Board member.

  15. Conditional appointment of Mr. S. Blaafalk as Supervisory Board member as of settlement of the Offer (voting item):
    1. notification of the vacancy to be filled;
    2. notification of the recommendation of the Works Council and the opportunity to recommend an appointment of a member of the Supervisory Board;
    3. notification of the nomination by the Supervisory Board for the vacancy to be filled;
    4. proposal to appoint Mr. S. Blaafalk as Supervisory Board member.

  16. Conditional appointment of Mr. F.S. Reisbøl as Supervisory Board member as of settlement of the Offer (voting item):
    1. notification of the vacancy to be filled;
    2. notification of the recommendation of the Works Council and the opportunity to recommend an appointment of a member of the Supervisory Board;
    3. notification of the nomination by the Supervisory Board for the vacancy to be filled;
    4. proposal to appoint Mr. F.S. Reisbøl as Supervisory Board member.

  17. Discharge of Supervisory Board members for their supervision during the period following the end of the financial year 2018 and up to and including the date of this Meeting (voting item).

  18. Proposal by the Foundation to designate the Executive Board as the body authorized to resolve to (i) issue ordinary shares in the capital of BinckBank, (ii) grant rights to acquire ordinary shares in the capital of BinckBank, and (iii) limit or exclude pre-emptive rights accruing to shareholders (voting item).

  19. Conditional post-closing merger of BinckBank with New BinckBank N.V. as acquiring company and BinckBank HoldCo B.V. as company allotting new ordinary shares (voting item).

  20. Any other business (discussion item).

  21. Close of meeting.

Registration and registration date
The full agenda of the Meeting with explanation, the proposed amended remuneration policy for the Executive Board, the 2018 annual accounts and board report, as well as the proposed changes to the Articles contemplated by agenda item 13, the merger proposal and explanatory notes thereto regarding the merger contemplated by agenda item 19, the information on the persons proposed for (re-)appointment and other relevant meeting documents (the "Meeting Documents") will be available for inspection by those entitled to attend the Meeting as from the date of this notice up to the end of the Meeting at the office of BinckBank at Barbara Strozzilaan 310, 1083 HN Amsterdam. Copies of the Meeting Documents may also be obtained free of charge there or from ABN AMRO Bank N.V., ("ABN AMRO") by request sent by e-mail to corporate.broking@nl.abnamro.com. The Meeting Documents are also available on the website of BinckBank (www.binck.com/investors/shareholder-meetings).

Entitlement to attend and/or vote at the Meeting is conditional upon having such rights as at 26 March 2019 at 18:00 hours CET (the "Registration Qualifying Date"), following processing of all credits and debits, and being registered as such in a register designated by the Executive Board, irrespective of who at the time of the Meeting is entitled to the shares or depositary receipts or is a holder of a right of pledge or usufruct. With respect to BinckBank ordinary bearer shares, the designated register is the financial record as at the Registration Qualifying Date for kept by each relevant intermediary (an "Intermediary") as defined by the Securities (Giro Transaction) Act (Wet giraal effectenverkeer). With respect to BinckBank registered shares, the designated register is the BinckBank shareholders' register. Holders of BinckBank ordinary bearer shares, or those acting for them under written or electronically granted authority, wishing to attend the Meeting, may register as from the Registration Qualifying Date and by no later than 17 April 2019 at 17:30 hours CET, with ABN AMRO via www.abnamro.com/evoting or via their Intermediary. When registering, the Intermediary through which their BinckBank ordinary bearer shares are administered should provide ABN AMRO with an electronic declaration via www.abnamro.com/intermediary by no later than 18 April 2019 at 12:00 hours CET, specifying the number of BinckBank shares held by the relevant shareholder as at the Registration Qualifying Date and for which registration is applied for. In making this registration, Intermediaries are also requested to indicate the full address of the ultimate shareholders to facilitate an efficient check of shareholding as at the Registration Qualifying Date. Holders of BinckBank ordinary bearer shares will receive via the relevant Intermediary a registration certificate that allows entry to the Meeting. Holders of ordinary bearer shares evidenced by classic bearer securities are requested to obtain further information from BinckBank. Holders of registered shares who wish to attend the Meeting may register as from the Registration Qualifying Date by notifying BinckBank in writing (Barbara Strozzilaan 310, 1083 HN Amsterdam) or electronically (ir@binck.com) by no later than 17 April 2019 at 17:30 hours CET. The same procedures apply to persons who derive voting and/or meeting rights from rights of usufruct or pledge vested on BinckBank shares on the Registration Qualifying Date. Registration for attendance at the Meeting commences at 12:00 hours CET and ends at the start of the Meeting at 13:00 hours CET. After this time, it is no longer possible to register your attendance. Those entitled to attend are requested to identify themselves when entering the Meeting by means of a valid proof of identity, such as a passport or Dutch driving license.

Proxy and voting instructions
Shareholders and others entitled to vote at the Meeting who are unable, or who do not wish, to attend the Meeting may – without prejudice to the provisions above governing registration and access – give a written proxy, digital or otherwise, to an independent third party: Mr. P.C.S. van der Bijl, civil-law notary practicing in Amsterdam, and to any other civil-law notary or deputy civil-law notary of NautaDutilh N.V. Such proxy shall also contain instructions on how to vote. Written proxy forms are available free of charge from the office of BinckBank as well as from the website www.binck.com. This written proxy must be received by the Executive Board (postal address: Barbara Strozzilaan 310, 1083 HN Amsterdam / e-mail address: ir@binck.com) by no later than 17:30 hours CET on 17 April 2019. It is also possible to appoint a proxy and provide voting instructions electronically via www.abnamro.com/evoting until 17:30 hours CET on 17 April 2019.

The Executive Board and the Supervisory Board
Amsterdam, 12 March 2019