EXTRAORDINARY GENERAL MEETING 10 MARCH 2020 1 OPENING OF THE - PowerPoint PPT Presentation

EXTRAORDINARY GENERAL MEETING 10 MARCH 2020

1 OPENING OF THE MEETING ▪ Chairman of the Board of Directors Veli-Matti Reinikkala

2 CALLING THE MEETING TO ORDER

3 ELECTION OF PERSONS TO SCRUTINISE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES

4 RECORDING THE LEGALITY OF THE MEETING

5 RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES

6 AMENDMENT OF THE ARTICLES OF ASSOCIATION ▪ Boels Topholding B.V. proposes that the Extraordinary General Meeting of Shareholders resolves to amend the article 4 of the articles of association as follows: " The Board of Directors shall consist of three to five members. The term of the Members of the Board of Directors shall expire at the end of the next Annual General Meeting of Shareholders following the election. The Board of Directors shall convene at the request of the Chairman, or in the absence of the Chairman, at the request of the Deputy Chairman. The Company has a Managing Director appointed by the Board of Directors. The Company may have a Deputy Managing Director. " ▪ Otherwise the articles of association would remain unchanged.

7 NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS AND CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS ▪ Boels Topholding B.V. proposes to fix the number of members of the Board of Directors at three (3) for a term that will commence on the day when the amendment in the articles of association, section 4, allowing the Board to consist of less than five members, has been registered in the trade register, and that will continue until the end of the next Annual General Meeting. ▪ Boels Topholding B.V. proposes that Peter Boels, Elisabeth Boels-van Kerkom and Johannes Valk are elected as members of the Board of Directors and that Peter Boels is elected as Chairman and Elisabeth Boels-van Kerkom as Deputy Chairman of the Board of Directors. The term of office of these Board members will commence on the day when the amendment in the articles of association, section 4, has been registered in the trade register, and will continue until the end of the next Annual General Meeting. The term of office of the current members of the Board of Directors ends upon the commencement of the term of the above new Board members.

PROPOSED BOARD MEMBERS ▪ Pierre Boels (Peter Bernard Marcel Boels). Mr. Boels is the owner and CEO of Boels Group. The company was founded in 1977 by Pierre Boels sr. Since 1980 Pierre Boels jr. worked for Boels Group and in 1996 he took over the management. At that time the company had only 20 branches. From the start, Boels Group has pursued an active M&A policy throughout Europe. Boels considers Mr. Boels to be independent in relation to Cramo Plc but non-independent in relation to Boels Topholding B.V. ▪ Lilian Boels (Elisabeth Petra Maria Boels-van Kerkom). Mrs. Boels has been working for Boels Group since 1987. Among other things, she is responsible for legal matters. Boels considers Mrs. Boels to be independent in relation to Cramo Plc but non-independent in relation to Boels Topholding B.V. ▪ Jan Piet Valk (Johannes Hendrik Valk). Mr. Valk has been appointed as Chief Financial Officer of Boels Topholding B.V. in 2020. Before joining Boels he worked for Teleplan International NV as CFO and CIO and a member of the management team (2011 – 2020). Prior to that Mr. Valk worked for Logica Nederland B.V. as CFO (2009 – 2011) and for Royal Dutch Shell Plc and its group companies in finance and M&A departments (2001 – 2008). Mr. Valk holds a master's degree in business economics. Boels considers Mr. Valk to be independent in relation to Cramo Plc but non-independent in relation to Boels Topholding B.V.

8 RESOLUTION ON THE REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS ▪ Boels Topholding B.V. proposes that no remuneration is paid to the members of the Board of Directors to be elected for the term of office ending at the closing of the next Annual General Meeting. ▪ Boels Topholding B.V. further proposes that all members of the Board of Directors be compensated for travel and other expenses directly related to their Board work.

9 DISBANDMENT OF THE SHAREHOLDERS' NOMINATION BOARD ▪ The Annual General Meeting of the Company resolved on the establishment of the Shareholders' Nomination Board on March 31, 2015. The Shareholders' Nomination Board prepares proposals concerning the election and remuneration of the members of the Board of Directors to the General Meetings. ▪ Boels Topholding B.V. proposes that the Shareholders’ Nomination Board is resolved to disband.