SWEDISH AUTOMOBILE : 2012.05.01 Agenda and notes General Meeting of Shareholders Spyker NV to be held 12 June 2012
05/01/2012| 12:06pm US/Eastern
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AGENDA
For the annual general meeting of shareholders of Spyker
N.V., established at Zeewolde, the Netherlands (the
"Company"), to be held Tuesday 12 June 2012 at the Company's
office, Edisonweg 2, 3899 AZ Zeewolde, The Netherlands,
starting 2:00 p.m.
1. Opening
2. Discussion of the 2011 annual report of the Company
3. Approval of the 2011 financial statements of the Company
(decision)
4. Corporate Governance
5. Discharge of the management board of the Company
(decision)
6. Discharge of the supervisory board of the Company
(decision)
7. Appointment of the external auditor (decision)
8. Granting of authorities to the management board of the
Company to issue shares in the
Company (decision)
9. Authorisation of the management board of the Company to
acquire shares in the Company
(decision)
10. Any other business
11. Close
Explanatory note to the agenda
2. Discussion of the 2011 annual report of the Company
The annual accounts include the supervisory board's report,
the remuneration report, the management board's report, the
risk management report and the financial statements.
3. Approval of the 2011 financial statements of the
Company
An auditor's statement as referred to in Article 27(4) of the
articles of association of the Company is attached to the
annual accounts. Approval of the annual accounts means that
the net result over 2011 in the amount of € 16.2 million
profit will be allocated to the other reserves.
4. Corporate Governance
The corporate governance report, which is part of the
management board's report, will be discussed.
7. Appointment of the external auditor
The General Meeting is requested to appoint Ernst & Young
accountants to carry out the audit of the
2012 accounts, in accordance with section 2:393(2) of the
Dutch Civil Code.
8. Granting of authorities to the management board of the
Company to issue shares
8a. Authority to issue shares
The requested resolution of the general meeting is formulated
as follows: the extension of the designation of the
management board of the company as the corporate body
authorised to issue shares and to grant rights to subscribe
for shares, as laid down in clause 8 of the articles of
association of the Company, for a period of 18 months, taking
effect as of 12 June 2012, for all - or a part of - the
shares as yet unissued in the authorised capital of the
Company at the time or any time in the future.
8b. Restriction or exclusion of pre-emption rights
The requested resolution of the general meeting is formulated
as follows: the extension of the designation of the
management board of the Company as the corporate body
authorised to restrict or exclude the pre-emption rights, as
laid down in clause 9 of the articles of association of the
Company,
for a similar period and a similar number of shares as the
authority to issue shares.
9. Authorisation of the management board of the Company to
acquire shares in the
Company
The requested resolution of the general meeting is formulated
as follows: authorisation issued - in accordance with Section
2:98 of the Dutch Civil Code - to the management board for a
period of 18 months, taking effect as of 12 June 2012, to
acquire shares on behalf of the Company, subject to approval
by the supervisory board. The authorisation is requested for
a total nominal number of shares, regardless of class, that
equals not more than 10 percent of the issued share capital
of the Company as per the date of acquisition. The
acquisition may be effected under any agreement, including
stock market and private transactions. The price of the
shares shall lie between the amount equal to the nominal
value of the shares on the one hand, and 110 per cent of the
share price at the NYSE Euronext Amsterdam Stock Exchange on
the other. The latter price shall be defined as: the average
of the relevant closing prices on the three trading days
prior to the day of acquisition, as listed by Eurolist at
Euronext Amsterdam.
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