Shareholders and other persons entitled to attend the meetings of Brunel International N.V.
(‘Company’) are invited to attend the General Meeting of Shareholders that will take place on Thursday 15 May
2025 at 2.30 p.m. (CEST) at B. Amsterdam, Building B.3 at Johan Huizingalaan 400, 1066 JS Amsterdam.
Agenda:
| 1. |
Opening |
| 2. |
Report of the Board of Directors for the financial year 2024
(for discussion) |
| 3. |
Implementation of the remuneration policy (advisory vote)
|
| 4. |
Discussion and adoption of the annual accounts for the
financial year 2024 (voting item) |
| 5. |
Approval of the Board of Directors' management in 2024 and
discharge from liability of the members of the Board of Directors (voting item) |
| 6. |
Approval of the Supervisory Board's supervision in 2024 and
discharge from liability of the members of the Supervisory Board (voting item) |
| 7. |
Reserves and dividend policy (for discussion) |
| 8. |
Approval of the profit appropriation and proposal for the
payment of dividend (voting item) |
| 9a |
Designation of the Board of Directors as the body authorised
to issue shares (voting item) |
| 9b. |
Designation of the Board of Directors as the body authorised
to limit or exclude the pre-emption right in the issue of shares (voting item) |
| 10. |
Authorisation of the Board of Directors to purchase own
shares in the Company’s capital (voting item) |
| 11. |
Proposal to amend the articles of association (voting item)
|
| 12. |
Corporate governance (for discussion) |
| 13. |
Proposal to appoint Mr T. van Doremalen as member of the
Board of Directors (voting item) |
| 14. |
Proposal to reappoint Mr F.I.M. van der Vloed as member of
the Supervisory Board (voting item) |
| 15. |
Proposal to adjust the remuneration of the Supervisory Board
(voting item) |
| 16a |
Proposal to reappoint the external auditor (voting item) |
| 16b |
Proposal to appoint the external auditor in the context of
the review of the sustainability report (voting item) |
| 17. |
Any other business |
| 18. |
Close |
The agenda with notes, the annual report and the explanation to the annual accounts as well as the
motion for amendment of the articles of association and the explanation thereto are available for inspection and
can be obtained free of charge from Brunel International N.V., John M. Keynesplein 33, 1066 EP Amsterdam, and
can be viewed on the website of Brunel International N.V. (www.brunelinternational.net).
Persons who are in possession of shares of Brunel International N.V. on April 17, 2025 after
processing of all subscriptions and withdrawals per this date (the “Record Date”), and have notified their
intention to attend the meeting will have access to the meeting.
Notification
Shareholders, usufructuaries and holders of a right of pledge on
shares, insofar as they are entitled to attend the General Meeting of Shareholders, who wish to attend the
meeting in person or by means of a proxy are requested to register themselves via www.abnamro.com/shareholder or register through their financial intermediary as of April
18, 2025, but no later than 5 p.m. CEST on May, 2025. In all circumstances, the intermediaries will need to
issue a statement via www.abnamro.com/intermediary, no later than 1 p.m. CEST on May 9, 2025, stating that the
shares were registered in the name of the holder thereof on the Record Date whereupon the holder will receive a
proof of registration (the "Registration Note”) which will also serve as an admission ticket for the meeting. In
addition, the intermediaries are requested to include the full address details of the relevant ultimate
beneficial holders in order to be able to verify the shareholding on the Record Date in an efficient manner.
The voting and meeting rights can also be exercised by a proxy. Proxy and voting instructions can
be given from April 18, 2025 until May 8, 2025 at 5 p.m. CEST via www.abnamro.com/shareholder. Shareholders or other
persons entitled to attend the meeting who are not in position to give their proxy and voting instructions in
electronic form may file a written proxy at the offices of the Company no later than May 8, 2025 at 5 p.m. CEST.
The person exercising the proxy should present the Registration Note and a copy of the proxy at the registration
desk prior to the meeting.
Attendees to the meeting may be requested to show a valid identification.
Amsterdam, April 3, 2025
The Board of Directors
Source: Brunel International NV
