7 April 2020, 05:45 PM CEST
Wereldhave N.V. confirms that the Annual General Meeting of Shareholders (AGM) will be held on April 24, 2020 at the World Trade Center at Schiphol and withdraws the final dividend 2019. The Company changes the composition of the Supervisory Board by reducing the size to three members and mentions the pending tax case in France has been resolved.
The location for the AGM will be the World Trade Center, Schiphol Airport, as governmental restrictions on venues made the Hilton hotel in Amsterdam unavailable. This is a location change to the original convocation. The meeting will start at 11:00h CET, equal to the time mentioned in the original convocation.
Given the COVID-19 situation, Wereldhave urges its shareholders not to attend this AGM in-person and to vote in advance of the meeting. If a shareholder nevertheless insists on attending the meeting in-person, he or she is requested to send an email to email@example.com on or before April 21, 2020, with the motivation to attend in-person.
Shareholders who have already registered, need to renew their registration. For safety reasons, the number of seats available is very limited. To ensure a safe and orderly meeting as much as possible, the company will assess each such request and it may decide not to admit shareholders who have not submitted a request to attend in-person.
Shareholders who do attend the meeting in-person will do so at their own health risk and are responsible for maintaining the mandatory social distance of a minimum of 1.5 meters at all times and complying with the RIVM health and safety instructions. Those who show symptoms of COVID-19 as referred to on the Dutch RIVM website, such as cough, shortness of breath or fever, or who have been in contact with any person suffering from COVID-19 during the previous 14 days, may not attend the meeting. Those who do not act in accordance with the mandatory social distance will be asked to leave the meeting. Visitors will not be admitted.
On behalf of the company, only the CEO and CFO, the Chairman of the Supervisory Board, the Director Investor Relations and the Company Secretary will attend the meeting in-person. Other members will participate through video connections. No food & beverages will be served before, during or after the meeting and no social gatherings will be held before or after the meeting.
The Company will webcast the meeting live so that all shareholders can follow the proceedings. The Company offers shareholders who registered for the meeting the possibility to send questions in advance by email to firstname.lastname@example.org until April 17, 2020. At the AGM these questions will be grouped and answered. The company will also provide the opportunity to follow the meeting through a webcast. The link to the webcast
is https://streams.nfgd.nl/wereldhave-ava. As per the original convocation, shareholders are able to exercise voting rights through electronic or written proxy on or before April 21, 2020.
If, in the opinion of the company or by governmental/ RIVM directive, a health or safety issue would arise in relation to the meeting, Wereldhave may make last minute changes to logistics or venue including additional requirements or limitations in relation to the attendance in person. This includes the option of organizing an AGM without a physical component, if and when legally allowed. The Company will inform shareholders of any such changes.
Wereldhave trusts that its shareholders will understand the above measures in view of the extraordinary situation. The company continues to closely monitor the situation and advises its shareholders to regularly check the company website for updates.
In the light of current uncertainties regarding the COVID-19 situation, the Company also announces that it has decided to withdraw agenda item 3.d, the dividend proposal. For the year 2019 the Company has already distributed € 1.89 per share by way of interim dividends which covers the Company’s dividend distribution obligation. The proposal to make a final distribution of € 0.63 is cancelled by the Company in order to strengthen the liquidity. Additionally, the Company will not pay quarterly interim dividends regarding the fiscal year 2020.
Composition of the Supervisory Board
A further change to the agenda is the withdrawal of agenda item 5, the reappointment of a Supervisory Board member. In view of the decreasing size of the portfolio and to decrease the general costs, the Supervisory Board will consist of 3 members. The Supervisory Board and the Board of Management would like to express their gratitude towards Mr. Van de Weerdhof for his valuable contribution to the work of the Supervisory Board. He has been the driving force in the customer journey improvements over the past four years and delivered valuable input for the new strategy of the Company. They regret to see him leave.
Tax case in France resolved
In France, the discussion with the tax authorities about the application of the French branch profits tax with respect to the years 2015-2017 has been resolved. The French tax authorities have withdrawn their € 61m claim notifications in full. No provision was recorded so the decision does not impact results.