NSI N.V. VOTING RESULTS
GENERAL MEETING OF SHAREHOLDERS OF NSI N.V.
April 21, 2023 2pm | ||||||
Total number of shares outstanding entitled to vote | 20.054.241 | |||||
Total number of shares represented | 12.142.772 | |||||
Percentage of represented issued shares | 60,55% | |||||
Agenda item | In favor | Against | Abstain | Total | Note | |
1. | Chairman opens the meeting | Non− | ||||
votable | ||||||
2. | Report of the Management Board on the 2022 financial year | Non- | ||||
votable | ||||||
3. | Report of the Supervisory Board on the 2022 financial year | Non- | ||||
votable | ||||||
3a. | Discussion of the remuneration report for the 2022 financial year | 9.502.557 | 2.068.462 | 571.753 | 12.142.772 | |
and advisory vote | ||||||
Percentage | 78,3% | 17,0% | 4,7% | 100,0% | ||
4. | Adoption of the financial statements for the 2022 financial year | 11.672.235 | 856 | 469.681 | 12.142.772 | |
Percentage | 96,1% | 0,0% | 3,9% | 100,0% | ||
5. | Dividend policy of NSI | Non- | ||||
votable | ||||||
6. | Declaration of the final dividend for 2022 | 11.691.798 | 778 | 450.196 | 12.142.772 | |
Percentage | 96,3% | 0,0% | 3,7% | 100,0% | ||
7. | Discharge of the members of the Management Board for the policy | 11.663.394 | 856 | 478.522 | 12.142.772 | |
pursued in the 2022 financial year | ||||||
Percentage | 96,1% | 0,0% | 3,9% | 100,0% | ||
8. | Discharge of the members of the Supervisory Board for the | 11.663.394 | 856 | 478.522 | 12.142.772 | |
supervision exercised during the 2022 financial year | ||||||
Percentage | 96,1% | 0,0% | 3,9% | 100,0% | ||
9. | Update on Benchmark in accordance with the Remuneration Policy | Non- | ||||
for the Management Board | votable | |||||
10 | Authorisations | Non- | ||||
votable | ||||||
10a. | Proposal to authorise the Management Board to issue ordinary | 10.512.133 | 1.627.423 | 3.216 | 12.142.772 | |
shares up to a maximum of 10% of the outstanding number of | ||||||
shares, subject to the approval of the Supervisory Board | ||||||
Percentage | 86,6% | 13,4% | 0,0% | 100,0% | ||
10b. | Proposal to authorise the Management Board to issue up to an | 4.136.437 | 8.001.827 | 4.508 | 12.142.772 | see |
additional 10% of ordinary shares (i.e. 20% in aggregate for 10a | end | |||||
and 10b), subject to the approval of the Supervisory Board and only | note | |||||
to be used for acquisitions of real estate | ||||||
Percentage | 34,1% | 65,9% | 0,0% | 100,0% | ||
10c. | Proposal to authorise the Management Board to limit or exclude pre- 10.538.901 | 1.601.269 | 2.602 | 12.142.772 | ||
emptive rights upon the issuance of ordinary shares issued under | ||||||
10a, subject to the approval of the Supervisory Board | ||||||
Percentage | 86,8% | 13,2% | 0,0% | 100,0% | ||
10d. | Proposal to authorise the Management Board to limit or exclude pre- | 4.165.873 | 7.974.400 | 2.499 | 12.142.772 | see |
emptive rights upon the issuance of ordinary shares issued under | end | |||||
10b, subject to the approval of the Supervisory Board and only to be | note | |||||
used for acquisitions of real estate | ||||||
Percentage | 34,3% | 65,7% | 0,0% | 100,0% | ||
10e. | Proposal to authorise the Management Board to buy back ordinary | 11.663.445 | 1.492 | 477.835 | 12.142.772 | |
shares in the company's own capital, subject to the approval of the | ||||||
Supervisory Board | ||||||
Percentage | 96,1% | 0,0% | 3,9% | 100,0% | ||
11. | Outlook for 2023 | Non- | ||||
votable | ||||||
12. | Any other business | Non- | ||||
votable | ||||||
13. | Closing | Non- | ||||
votable |
Note to Voting results on Agenda items 10b and 10d
We explained our rationale for points 10b and 10d, - the authorization to issue an additional 10% with the specific purpose of acquisitions - in the Explanatory Notes to the AGM Agenda.
Given the trend seen in recent years (votes in favor in 2020 AGM: 73,8%, in 2021: 66% and in 2022: 51,1%) achieving the
Eumedion accepted our invitation, asked their questions about this proposal and ultimately ruled that the deviation from their policy on this point was not material enough to issue an Alert on this matter.
Proxy advisor Glass Lewis, which assesses proposals for authorizations above 10% on a case-by-case basis, issued a positive voting recommendation.
Proxy advisor ISS issued a negative voting recommendation as they do not perform case by case assessments and limit themselves to their policy, allowing for no deviations from it.
During the AGM the VEB (Dutch Shareholders association) stated that it is always critcal about exclusions of preemeptive rights but that they acknowledged the relevance in this case. When an exclusion of preeemptive rights is proposed the VEB expects an explanation which in this case has been given. The VEB thereupon abstained from voting.
On the basis of the voting proxies received in advance of the AGM, it was clear that a majority would not be achieved for the proposals under 10b and 10d. Nonetheless, the proposals were submitted to vote as this is part of the dialogue in which NSI wants to engage.
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NSI NV published this content on 26 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2023 11:54:05 UTC.
