GENERAL MEETING OF SHAREHOLDERS OF NSI N.V.

24 April 2020

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 2

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 3

Progress and strategy update

Bernd Stahli

"We enable our customers to achieve maximum productivity and growth,

providing best-in-class flexible space solutions and services in

modern, healthy, sustainable buildings in prime locations."

Report of the Management Board on the 2019 financial year

PROGRESS AND STRATEGY UPDATE

A concentrated portfolio in growth locations

Emphasis on G5 growth locations

Total portfolio¹

Disposals 2016-2019

1) Pro Forma, adjusted for assets held for sale

NSI AGM 24 April 2020

6

Report of the Management Board on the 2019 financial year

PROGRESS AND STRATEGY UPDATE

NSI portfolio composition - increasing focus

Emphasis on G5, especially Amsterdam

€ 1.1bn

€ 1.2bn

€ 1.2bn

€ 1.1bn

€ 1.2bn

€ 1.3bn

10%

5%

17%

5%

34%

9%

11%

41%

47%

16%

10%

11%

28%

18%

25%

21%

20%

90%

Target

8%

cities

26%

8%

17%

5%

16%

45%

51%

36%

27%

15%

23%

14%

7%

2014

2015

2016

2017

2018

2019

Amsterdam - Office

Other target cities - Office

Other - Retail & Industrial

Other G4 - Office

Other NL - Office

NSI AGM 24 April 2020 7

Report of the Management Board on the 2019 financial year

PROGRESS AND STRATEGY UPDATE

Over € 1.1bn of transaction volume in 5 years

Average transaction volume over € 200m p.a.

Annual transaction volumes (€m)

600

400

200

0

-200

-400

-600

-800

Acquisitions

Disposals

Held for Sale

561

169

139

161

61

32

-16

-48

-63

-121

-129

-242

-602

2015

2016

2017

2018

2019

2020

Total

NSI AGM 24 April 2020 8

Report of the Management Board on the 2019 financial year

PROGRESS AND STRATEGY UPDATE

Strong operational performance

Vacancy rate below market average

EPRA vacancy rate

0.8%

-17.2pp

23.8%

24.3%

22.3%

2.1%

21.4%

0.3%

20.8%

2.7%

18.4%

2.0%

2.6% 13.8%

4.1%

2.7% 7.1%

2012

2013

2014

2015

2016

2017

2018

2019

EPRA Vacancy LFL Disposals / Acquisitions

NSI AGM 24 April 2020 9

Report of the Management Board on the 2019 financial year

PROGRESS AND STRATEGY UPDATE

Significant improvement in Key Performance Indicators 2016 - 2019

Delivering on all targets set out in the Q1 2017 business plan

Dec 2019

Dec 2016

Vacancy rate

7.1%

21.4%

14.3pp

Number of Assets (#)

65

165

100

Average asset Value (€m)

19.8

7.0

12.8

% of assets in offices¹

95%

66%

29pp

% of office assets¹ in G4

79%

46%

33pp

16.7pp

LTV (%)

27.4

44.1

EPRA EPS (€)

2.64

2.64

Stable

DPS (€)

2.16

2.16

Stable

1) Offices and HNK as % of total portfolio

NSI AGM 24 April 2020 10

Report of the Management Board on the 2019 financial year

PROGRESS AND STRATEGY UPDATE

A clear ambition for 2024 - The three pillars of the plan

Portfolio Optimisation, Development & Services

Creating value for all stakeholders

1 2 3

Portfolio

Development

Space-as-a-

optimisation

service

Active portfolio

Improving portfolio

Offering a wide range

management &

quality and generating

of services to facilitate

disciplined capital

attractive risk-adjusted

our customers

recycling

returns

NSI AGM 24 April 2020 11

Report of the Management Board on the 2019 financial year

PROGRESS AND STRATEGY UPDATE

ESG is an integral part of the strategy

UN Sustainable Development Goals

Flexible building design

Carbon footprint

Tenants

Sustainability as an integral

Energy efficiency

Employees

part of investment decisions

improvements

Communities

Sustainability innovations

Renewable energy

Building facilities and

Certifications

Environmental awareness

amenities

Promote sustainable use

NSI AGM 24 April 2020 12

Developments

Alianne de Jong

Report of the Management Board on the 2019 financial year

DEVELOPMENTS

Sizeable development pipeline over next decade

Substantial value add potential

New build area

Increase in

Area

Expected Start

Current phase

(sqm)

area (sqm)

Near Term

Vitrum

11,700

TBD

Amsterdam

H2 2021

Preliminary

South-Axis

design

Laanderpoort

35,000

c. 22,000

Amsterdam

Q1 2022

Preliminary

South East

design

Medium Term

Centerpoint

60,000 - 90,000

45,000 - 75,000

Amsterdam

Earliest 2023

Feasibility

South East

Motion building

10,000 - 25,000

10,000 - 25,000

Amsterdam

Earliest 2023

Feasibility

Sloterdijk

Other

TBD

(4 projects)

8

Projects

Proximity to major train station

€ 700m

Capital Expenditure

88%Within 5 minutes

6.0% - 6.5%

Expected average yield on cost

8%Between 5 and 10 minutes

85%

Amsterdam (all-up costs)

4%Between 10 and 15 minutes

NSI AGM 24 April 2020 14

Report of the Management Board on the 2019 financial year

DEVELOPMENTS

Redevelopment Laanderpoort Amsterdam

87.5% of floor area pre-let

Building a new office & shared facilities on ING campus

35,000 sqm lettable floor area split over two buildings

  • Signed & announced cooperation and lease agreement with ING
  • New buildings will total 35,000 sqm
    • 31,000 sqm to be rented by ING for15-years
    • 4,000 sqm HNK concept
  • Expected start date Q1 2022
  • Estimated construction period 27 months
  • Estimated capex € 120m (excluding leasehold correction)
  • Circa 6% Yield on Cost

Acanthus

Laanderpoort

New HQ

NSI AGM 24 April 2020 15

Report of the Management Board on the 2019 financial year

DEVELOPMENTS

Vitrum refurbishment

Modernising iconic bridge building, close to prime South-Axis

Preparing for planning application

Status:

Finalizing design

Expected start date:

Mid 2021

Details:

RGB lease until June 2021

Major refurbishment of circa € 30m:

- Modernising façade and office floors

- Large new reception area

- Transforming archive space into office space

Potential extension being reviewed

Substantial increase in rental values foreseen

NSI AGM 24 April 2020 16

Report of the Management Board on the 2019 financial year

DEVELOPMENTS

Bentinck Huis refurbishment

Progressing well

Update

Status:

Delivery foreseen early Q2 2020

After

Investment

€ 13.9 m

Planned capex:

€ 8.2 m

  • Increase in capex due to: - Capitalised interest € 0.4 m

- Additional fit-out costs € 0.2 m

Leasing:

Negotiations ongoing

Result:

Substantial increase in end value foreseen

Before

After

NSI AGM 24 April 2020 17

Report of the Management Board on the 2019 financial year

DEVELOPMENTS

Bentinck Huis

Upgrading from energy D to A label and targeting BREEAM-in-use Excellent

Green roof

New cooling system with highest

energy performance

Increase natural light

Solar panels

ingress by 42%

Ventilation and carbon,

Smart sensors temperature, and lighting controllable via app

LED

LED-lighting with

Thermal energy

control system

storage system

NSI AGM 24 April 2020 18

Financial update

Alianne de Jong

Report of the Management Board on the 2019 financial year

FINANCIALS UPDATE

EPRA Earnings

2019

2018

Change %

Gross rental income

82.8

83.7

-1.1%

Service costs not recharged

-1.6

-1.2

29.4%

Operating costs

-14.0

-13.3

5.6%

Net rental income

67.2

69.2

-2.9%

Administrative costs

-7.9

-7.9

0.0%

Net financing result

-9.8

-12.5

-21.3%

Direct investment result before tax

49.4

48.8

1.4%

Corporate income tax

-0

-0

0.0%

Direct investment result / EPRA earnings

49.4

48.7

1.4%

Direct investment result / EPRA earnings per share

2.64

2.64

0%

NSI AGM 24 April 2020 20

Report of the Management Board on the 2019 financial year

FINANCIALS UPDATE

EPRA Earnings

(€ per share)

2.70

2.60

0.02

0.15

2.50

-0.02

-0.03

0.01

2.40

0.20

2.30

-0.66

2.64

2.64

2.20

0.33

2.10

2.00

1.90

EPRA EPS GRI Disposals

GRI

GRI LFL

Service costs

Operating costs Administrative

Net financing

Other

EPRA EPS

2018

Acquisitions1

not recharged

costs

result

2019

1) Impact of acquisitions in 2018 € 0.25 and 2019 € 0.08

NSI AGM 24 April 2020 21

Report of the Management Board on the 2019 financial year

FINANCIALS UPDATE

EPRA NAV

(€ per share)

50.0

0.47

-0.32

-0.05

45.0

7.79

2.64

-2.16

47.97

40.0

-0.14

39.75

35.0

EPRA

EPRA

Dividend

Effect of

Revaluation

Result

Unwinding

Other

EPRA

NAV

Earnings

stock

on

swaps

NAV

31 Dec 18

dividend

sales

31 Dec 19

NSI AGM 24 April 2020 22

Report of the Management Board on the 2019 financial year

FINANCIALS UPDATE

Balance sheet de-risked, cost of debt stable

Significant capacity to invest

Loan-to-value

Cost of debt

58.0

5.2%

4.9%

-30.6pp

-3.1%

48.9

45.4

43.3

44.1

3.7%

36.9

36.9

2.8%

2.3%

2.0%

2.1%

27.4

2012

2013

2014

2015

2016

2017

2018

2019

2013

2014

2015

2016

2017

2018

2019

LTV target range

Lower leverage and better-quality portfolio resulting in lower financing costs

NSI AGM 24 April 2020 23

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 24

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 25

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 26

Controleverklaring van PwC bij de jaarrekening 2019 van NSI N.V.

Aandeelhoudersvergadering

24 April 2020

Ons oordeel

Naar ons oordeel:

  • geeft de in dit jaarverslag opgenomengeconsolideerde jaarrekeningeen getrouw beeldvan de grootte en samenstelling van het vermogen van NSI N.V. op 31 december 2019 en van het resultaat en de kasstromen over 2019, in overeenstemming met de International Financial Reporting Standards zoals aanvaard binnen de Europese Unie (EU-IFRS) en met Titel 9 Boek 2 van het in Nederland geldende Burgerlijk Wetboek (BW);
  • geeft de in dit jaarverslag opgenomenvennootschappelijke jaarrekeningeen getrouw beeldvan de grootte en samenstelling van het vermogen van NSI N.V. op 31 december 2019 en van het resultaat over 2019 in overeenstemming met Titel 9 Boek 2 BW.

Controleverklaring van PwC bij de jaarrekening 2019 van NSI N.V.

April 2020

28

De hoofdlijnen van onze controle aanpak

Materialiteit: €2.400.000

Controlewerkzaamheden centraal uitgevoerd vanuit één locatie

Waardering van vastgoed

Controleverklaring van PwC bij de jaarrekening 2019 van NSI N.V.

April 2020

29

Jaarverslag

Wij zijn van mening dat de andere informatieopgenomen in het jaarverslag:

  • met de jaarrekeningverenigbaar is engeen materiële afwijkingen bevat;
  • alle informatiebevat die op grond van Titel 9 Boek 2 BW is vereist.

Wij hebben voldaan aan de vereisten in Titel 9 Boek 2 BW en de Nederlandse Controlestandaard 720.

Deze werkzaamheden hebben niet dezelfde diepgang als onze controlewerkzaamheden bij de jaarrekening.

Het remuneratieverslag bevat de informatie zoals vereist op grond van artikel 2:135b en 2:145 lid 2 van het Burgerlijk Wetboek

Controleverklaring van PwC bij de jaarrekening 2019 van NSI N.V.

April 2020

30

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 31

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 32

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 33

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 34

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 35

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 36

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 37

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 38

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 39

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 40

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 41

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 42

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 43

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 44

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares,

Vote

subject to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 45

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and

Vote

12b), subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 46

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued

Vote

under 12a, subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 47

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued

Vote

under 12b, subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 48

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of

Vote

the Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 49

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 50

Outlook

Bernd Stahli

NSI AGM 24 April 2020 51

Outlook for 2020

Acquisition One20

Teleportboulevard 120,Amsterdam

Impressions

Area:

9,743 sqm

Tenant:

Multi-tenant

Vacancy:

31.0%

GIY / Reversionary yield:

3.5% / 6.3%

WAULT:

4.0 years

Energy label:

A

Acquisition price:

€34.0m

Bird view Sloterdijk

1

2

3

One20

NSI Buildings

1. Motion

4

  1. Glass House
  2. Q-port
  3. Solaris Eclips

Bird view sloterdijk

NSI AGM 24 April 2020 52

Outlook for 2020

Issue of € 40m of 10-year notes

at a fixed coupon of 1.6%

Impact on balance sheet and financing

  • In March NSI issued € 40m of10-year unsecured notes to clients of Metlife Investment Management
  • The notes are Euro denominated and have a fixed coupon of 1.6%
  • The average debt maturity is thereby extended to 5.6 years per the end of March (Dec 19: 5.4 years)
  • No major loan maturities until 2023, with a small € 25m secured loan due in July
    2020
  • NSI holds a strong liquidity position with € 280m of cash and committed undrawn credit lines available
  • LTV has increased fractionally to 27.6% (Dec 19: 27.4%)

Net debt - March 31 (€m) & Covenants

Mar-20

Dec-19

Change

Debt outstanding

382.5

342.8

39.7

Amortisation costs

-1.3

-1.3

0.0

Book value debt

381.2

341.5

39.7

Debt to credit institutions

0.0

12.6

-12.6

Cash

-20.1

-1.4

-18.6

Net debt

361.2

352.6

8.5

Covenant

Dec 16

Dec 17

Dec 18

Dec 19

Mar 20

LTV

≤60%

44.1%

36.9%

36.9%

27.4%

27.6%

ICR

≥ 2.0x

3.8x

4.7x

5.5x

6.8x

7.2x

Maturity profile

US PP

Secured debt

68

RCF Headroom

260

RCF

Term Loan

80

50

40

40

40

40

25

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

Net debt - Mar 2020 (€m) & Covenants

NSI AGM 24 April 2020 53

Outlook for 2020

Update on rent collection & leasing profile

Rent collection

Historical data on rent collection per quarter1

1 Apr 2020

15 Apr 2020

23 Apr 2020

100%

80%

Offices

71.1%

87.2%

89.2%

60%

40%

HNK

68.3%

85.9%

89.1%

20%

0%

Other

57.6%

56.6%

56.6%

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

16

16

16

16

17

17

17

17

18

18

18

18

19

19

19

19

20

20

Total

69.4%

84.6%

86.7%

On time

< 30 days

> 30 days

NSI portfolio score on D&B2rating (% contracted rent)

Lease expiry schedule (€m)

35

30

25

20

15

10

5

0

2020

2021

2022

2023

2024

> 2024

31 March 2020

31 December 2019

1.

2020 Q2 data until 23 April 2020 included

NSI AGM 24 April 2020 54

2.

NSI uses Dunn & Bradstreet to assess the credit risk of its customers

Outlook for 2020

  • Strong liquidity and balance sheet provide substantial comfort
  • Leasing activity and lease expiry schedule in line with budget
  • Team is preparing our assets for the new 1.5m society
  • Withdrawal EPRA EPS guidance
    • Lack of clarity of coronavirus on our customers' business
    • Key is to provide support to viable customers

NSI AGM 24 April 2020 55

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 56

Agenda

1.

Chairman opens the meeting

2.

Report of the Management Board on the 2019 financial year

3.

Report of the Supervisory Board on the 2019 financial year

3a.

Discussion of the remuneration report for the 2019 financial year and advisory vote

Vote

4.

Adoption of the financial statements for the 2019 financial year

Vote

5.

Dividend policy of NSI

6.

Declaration of the final dividend for 2019

Vote

7.

Discharge of the members of the Management Board for the policy pursued in the 2019 financial year

Vote

8.

Discharge of the members of the Supervisory Board for the supervision exercised during the 2019 financial year

Vote

9.

Composition of the Management Board

Vote

9a.

Proposal for the reappointment of Mr B.A. Stahli as Director (CEO)

Vote

10.

Composition of the Supervisory Board

Vote

10a.

Proposal for the reappointment of Ms K.M. Koks - Van der Sluijs as member of the Supervisory Board

Vote

10b.

Proposal for the reappointment of Mr H.M.M. Meijer as member of the Supervisory Board

Vote

10c.

Proposal for the appointment of Mr J.W. Dockheer as member of the Supervisory Board

Vote

11.

Remuneration policies

11a.

Revision of the Remuneration Policy for the Management Board

Vote

11b.

Revision of the Remuneration Policy for the Supervisory Board

Vote

12.

Authorisations

12a.

Proposal to authorise the Management Board to issue ordinary shares up to a maximum of 10% of the outstanding number of shares, subject

Vote

to the approval of the Supervisory Board

12b.

Proposal to authorise the Management Board to issue up to an additional 10% of ordinary shares (i.e. 20% in aggregate for 12a and 12b),

Vote

subject to the approval of the Supervisory Board

12c.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12a,

Vote

subject to the approval of the Supervisory Board

12d.

Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares issued under 12b,

Vote

subject to the approval of the Supervisory Board

12e.

Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital, subject to the approval of the

Vote

Supervisory Board

13.

Outlook for 2020

14.

Any other business

15.

Closing

NSI AGM 24 April 2020 57

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NSI NV published this content on 24 April 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2020 12:42:04 UTC