Agenda
Agenda for the Annual General Meeting of Shareholders of Ziggo N.V. ("Ziggo"), to be held on
Thursday 17 April 2014, starting at 10.00 hours, Ziggo Dome, De Passage 100, 1101AX,
Amsterdam.
(1)
Opening
(2)
Annual Report
(3)
Remuneration policy
(4)
Adoption of the Annual Accounts 2013*
(5)
Dividend
(a)
Dividend policy
(b)
Appropriation of profit*
(6)
Discharge members of the Management Board*
(7)
Discharge members of the Supervisory Board*
(8)
Vacancy Management Board
Notification to the General Meeting of the contemplated appointment of Mr. Hendrik de
Groot as member of the Management Board
(9)
Appointment of external auditor*
(10)
Extension of the authority of the Management Board to repurchase shares*
(11)
Extension of the authority of the Management Board to issue shares (including the grant of
rights to subscribe for shares) and to limit or exclude pre-emptive rights
(a)
Extension of the authority of the Management Board to issue shares (including the
grant of rights to subscribe for shares)*
(b)
Extension of the authority of the Management Board to limit or exclude the preemptive rights*
(12)
Any other business
(13)
Close
*Voting items
Explanatory notes to the agenda
(2)
Annual Report
The Management Board will provide an explanation on the Annual Report 2013 and the
results.
(3)
Remuneration policy
In accordance with article 2:135 par. 5a of the Dutch Civil Code, as in effect per 1 January
2014, the execution of the remuneration policy during the year 2013 is discussed on the
basis of the information provided by Ziggo in note 7 to the consolidated financial
statements in the Annual Accounts. This information has been included pursuant to articles
2:383c up to and including e of the Dutch Civil Code.
(5)
Dividend
(a)
Dividend policy
In view of he announced acquisition of shares in Ziggo by Liberty Global with the
positive recommendation of the Management Board and the Supervisory Board of
Ziggo, Ziggo has agreed not to pay or declare any further (interim) dividend or to
make any distribution until completion of the transaction;
The full text of the dividend policy is included in the Annual Report (p. 27).
(b)
Appropriation of profit
In accordance with article 24 paragraph 2 of Ziggo’s articles of association, the
Management Board, with the approval of the Supervisory Board, is authorised to
add an amount out of the profits as they appear from the adopted annual accounts
to the reserves. The remainder of the net profits after this reservation is at the
disposal of the General Meeting. The net profit 2013 amounts to EUR
368,310,000 in total. The Management Board, with the approval of the
Supervisory Board, has resolved to add an amount of EUR 178,310,000 to the net
retained earnings. An amount of EUR 190,000,000, equaling EUR 0.95 per
outstanding share, has already been paid in September 2013 by way of an interim
dividend. In view of the fact that all profits that have not already been distributed
were reserved by the Management Board, and in view of the dividend policy
mentioned under (4) (a), it is proposed to the General Meeting to resolve to
establish the interim dividend as the final dividend over 2013 payable out of the
net profit 2013.
(6)
Discharge members of the Management Board
It is proposed to grant discharge to the each member of the Management Board in office (in
part or the entire year) 2013 for his functioning throughout the financial year 2013, to the
extent that this is reflected in the Annual Report, including the financial statements and/or
to the extent that this has been made public at the General Meeting.
(7)
Discharge members of the Supervisory Board
(2)
It is proposed to grant discharge to each member of the Supervisory Board in office (in part
of or in the entire year) 2013 for his functioning throughout the financial year 2013, to the
extent that this is reflected in the Annual Report, including the financial statements and/or
to the extent that this has been made public at the General Meeting.
(8)
Vacancy Management Board
In accordance with article 12 paragraph 2 of Ziggo's articles of association, the Supervisory
Board notifies the General Meeting of its intention to appoint Mr. Hendrik de Groot as
member of the Management Board, as Chief Commercial Officer, as of 18 April 2014. Mr.
de Groot will replace Mr. Marcel Nijhoff, who has left Ziggo as of March 1, 2014.
Mr. de Groot has a proven track record of business success and leadership and has a broad
international experience in telecom.
Please see hereunder the Curriculum Vitae of Mr. De Groot:
Name: Hendrik de Groot
Date of birth: July 16th 1965
Nationality: Dutch
Experience:
Mr. Hendrik de Groot has been Managing Director of Business-to-Business at Ziggo
since January 2010. Before he joined Ziggo, he served as Group Director Voice
Products at COLT Telecommunications. From 2003 to 2006 he was Head Global
Accounts at Vodafone Group. Before that he served in various senior roles at MCI
International and BT. Hendrik de Groot graduated in business administration and
business economics at the Nyenrode University and at the Vrije Universiteit in
Amsterdam.
Mr. Hendrik de Groot will be appointed for a period of two years.
The Works Council has rendered a positive advice in respect of the intended appointment.
(9)
Appointment of external auditor
In accordance with article 23 paragraph 3 of Ziggo's articles of association the General
Meeting shall appoint an external auditor to conduct an audit of the financial statements. It
is proposed to grant the audit of the financial statements for 2014 to Ernst & Young B.V.
(10)
Extension of the authority of the Management Board to repurchase shares
In accordance with article 7 of Ziggo's articles of association, Ziggo may, subject to certain
conditions, acquire paid-up shares in the capital of the company for consideration, subject to
authorisation of the General Meeting. It is proposed to the General Meeting to extend the
authorisation of the Management Board to acquire shares in the capital of the company, by
agreement, including private transactions and transactions effected through a stock
exchange, up to a maximum of 10% of the number of issued shares at the time of such
acquisition. The price shall range between EUR 0.01 and the amount equal to 110 % of the
share price. The share price means: the average of the highest quoted price for each share on
the five consecutive trading days immediately preceding the date of acquisition as published
(3)
in the Daily Official List of NYSE Euronext Amsterdam. The authorisation is requested for
a period of 18 months, until 17 October 2015.
(11)
Extension of the authority of the Management Board to issue shares (including the
grant of rights to subscribe for shares) and to limit or exclude pre-emptive rights
(a)
Extension of the authority of the Management Board to issue shares
(including the grant of rights to subscribe for shares)
It is proposed to extend the authority of the Management Board as the body
authorised, subject to the prior approval of the Supervisory Board, to issue shares
or to grant rights to subscribe for shares, up to 10% of the number of issued shares
at the time of issue, which 10% can be used for general purposes, including but
not limited to the financing of mergers and acquisitions. This extension of the
authority is requested for a period of 18 months, until 17 October 2015.
(b)
Extension of the authority of the Management Board to limit or exclude the
pre-emptive rights
It is proposed to extend the authority of the Management Board as the body
authorised, subject to the prior approval of the Supervisory Board, to resolve to
limit or exclude the pre-emptive rights in relation to the issue of shares (or the
grant of rights to subscribe for shares) which can be issued (or granted) pursuant
to the authority as mentioned under (11)(a) above. This extension of the authority
is requested for a period of 18 months, until 17 October 2015.
(4)