DP Eurasia N : 28 Feb · Chairman’s letter, notice and explanatory notes Extraordinary General Meeting 2022 - Read PDF

Chairman's Letter,

Notice of Extraordinary General Meeting

and Explanatory Notes

DP Eurasia N.V.

To be held on 13 April 2022 at 11:00 CET

By electronic means only, without physical access

This document is important and requires your immediate attention

If you are in any doubt about the contents of this document or as to what action you should take, you should seek advice from your stockbroker, solicitor, accountant or other appropriate professional adviser.

If you have sold or otherwise transferred all of your shares in DP Eurasia N.V., please pass this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Number trade register: 67090753

Date

28 February 2022

Subject

Notice of 2022 Extraordinary General Meeting

Dear shareholder,

On behalf of the board of directors (the "Board" or the "Directors") of DP Eurasia N.V. (the "Company"), I am delighted to invite you to attend an Extraordinary General Meeting of Shareholders which will be held on 13 April 2022 and will start at 11:00 CET (the "EGM").

No physical access and voting by electronic means only in view of COVID-19

As part of the COVID-19 measures taken by the Dutch government, the Act on temporary provisions in the field of expertise of the Ministry of Justice and Security in connection with the COVID-19 outbreak came into force on 24 April 2020 (the "Emergency Act"). In accordance with the provisions of the Emergency Act and to protect the health and safety of

all our employees and our stakeholders, this year's EGM (a) can only be accessed by electronic means of communication,

1. shareholders and other persons entitled to attend the EGM will not have physical access and (c) voting can only take place by CREST or appointing a proxy prior to the EGM. We are facilitating said measures in the following ways:

Prior to the EGM:

• You can vote through CREST by proxy form. The proxy can only be granted to a representative designated thereto by the Company.
• You can submit your request to join the video stream by emailing us at [e-mail] until 11 April 2022 at 12:00 CET. You must include your name and shareholder's certificate number, which can be obtained from your bank.
• You can submit your questions about the items on the agenda by emailing us at [e-mail] until 11 April 2022 at 12:00 CET. You must include your name and shareholder's certificate number, which can be obtained from your bank. The answers to the questions submitted will be made available on www.dpeurasia.com no later than during the EGM.

During the EGM:

• You can follow the EGM by video stream, if registered.
• You can ask questions by emailing us at [e-mail].

The Board as well as our management will also join virtually as much as possible. Sadly we will be unable to offer our usual hospitality or informal access to management this time.

Please accept this letter as notification that the notice of the EGM together with the Explanatory Notes (the "Notice") and additional important information in relation to shareholder services have now been published on the Company's website at www.dpeurasia.com.

We will discuss the questions submitted by email prior to the EGM and facilitate further questions submitted by email during the EGM before we conduct the formal business of the meeting. Kindly note that it is at the full discretion of the chairman of the EGM how to facilitate any further questions submitted by email during the EGM, whether or not to answer thematically or to close a discussion.

The Directors consider that the resolutions to be voted on are in the best interest of the Company and of its shareholders as a whole. The Directors unanimously recommend shareholders to vote in favour of these resolutions, as the Directors themselves intend to do in respect of their own beneficial shareholdings.

We are sorry for the strict measures we are taking, but our primary goal is to ensure your health and that of our employees, everyone's families, and the wider community. We will be closely monitoring the COVID-19 situation and inform you should there be a need to make further adjustments to the EGM set-up. The latest information about our EGM and its new set-up will be available on www.dpeurasia.com.

Yours sincerely,

Peter Williams

Chairman

2	DP Eurasia N.V. Notice of 2022 Extraordinary General Meeting

Notice 2022 Extraordinary General Meeting

of shareholders of DP Eurasia N.V.

To be held on:

Date:	13 April 2022
Time:	11:00 CET
Electronically:	by video stream

1. Opening
2. To amend the articles of association of the Company ("Articles") (resolution)
3. To grant a power of attorney to execute the deed of amendment of the Articles ("Deed of Amendment") (resolution)
4. Closing

DP Eurasia N.V. Notice of 2022 Extraordinary General Meeting

3

Explanatory notes

to the notice of 2022 Extraordinary General Meeting

2. To amend the Articles (resolution)

Agenda item number two proposes that the Company's Articles be amended by including a new additional article (to be numbered as Article 30) which sets out a framework for the conduct of mandatory offers for the Company.

The takeover regimes of both the UK and the Netherlands no longer apply to the Company, including any further increases in share ownership by a controlling shareholder

As a result of Brexit, companies which formerly had their registered office in one EEA member state and their shares admitted to trading on a regulated market in the UK have now fallen outside the "shared jurisdiction" regime. The shared jurisdiction regime provided that, for such companies, certain rules from the UK Takeover Code and certain rules of the state in which the company is registered apply to takeover activity. Following the end of the transition period at midnight on 31 December 2020, this regime no longer applies such that neither the UK Takeover Code regime nor the home state regime applies since the Dutch mandatory public offer rules only apply to Dutch companies that are listed on a regulated market in the EU/EEA and the London Stock Exchange is no longer an EU/EEA regulated market.

Takeover provisions

It is therefore proposed to adopt a mandatory offer threshold which applies where any person (together with others acting in concert with them) acquires control of fifty percent (50%) or more of the voting rights in the Company then such person (together with others acting in concert with them) shall make an offer to the holders of all issued shares and depositary receipts (not already held by such person(s)) on terms which do not differentiate between said holders.

This approach is intended to provide shareholders with substantially similar protections, as far as practicable, as those which were provided under the old shared jurisdiction regime, such as the requirement to make a mandatory offer, but with recognition of the already significant shareholding of the Company's largest shareholder, such that the requirement to make a mandatory offer at 30% under the old regime has been increased under the proposed changes to 50%.

Other than where certain adjustments have been made in recognition of the existing shareholding of the Company's largest shareholder, the intention of Article 30 is to require the shareholders and persons interested in or proposing to be interested in any shares of the Company to comply with (so far as possible) certain requirements similar to those under Rule 9 of the UK Takeover Code and Dutch mandatory public law.

Other than in relation to mandatory offer requirements referred to above, Article 30 does not seek to reflect the provisions of the UK Takeover Code or Dutch mandatory public law which applied to the Company under the old shared jurisdiction regime.

The above is a summary only of certain provisions of the proposed new Article 30. Please refer to the full text of Article 30 as set out below.

4	DP Eurasia N.V. Notice of 2022 Extraordinary General Meeting

AMENDMENT OF THE ARTICLES OF ASSOCIATION

Mandatory takeover bid

Article 30.

1. To the extent permitted by Dutch law the provisions of the present article 30 shall be in effect.
2. For the purpose of this article, the following words and expressions have the meanings set forth below:
   "acting in concert" means actively co-operating, pursuant to an agreement or understanding (whether formal or informal), through the acquisition of Securities of the Company, to obtain or consolidate Control of the Company;
   "Control" means a holding or aggregate holdings, directly or indirectly, of Securities representing fifty percent (50%) or more of the Voting Rights (as defined below) of the Company, irrespective of whether the holding or holdings gives de facto control;

"Offer" means a written binding unconditional (onvoorwaardelijk) offer (save for any offer being conditional upon competition clearance), made pursuant to article 30.3 and in accordance with this article 30 within thirty

1. calendar days after the date of becoming the owner of Securities at or above the Relevant Threshold under article 30.3, to acquire all issued and outstanding Shares or Depositary Receipts (other than Shares or Depositary Receipts which are at the date of the offer already held by the Offeror (as defined below) and regardless of whether such Shares or Depositary Receipts carry voting rights);

"Offer Document" has the meaning given to it in article 30.10;

"Offeror" has the meaning given to it in article 30.3 and includes persons wherever organised or resident; "person" means any individual, firm, partnership, association, company, limited liability company or other entity; "Relevant Threshold" has the meaning given to it in article 30.3;

"Security" means, any security with respect to an issued Share in the Company or a derivative with respect to a Share, including but not limited to Depositary Receipts, options to acquire Shares, Depositary Receipts and subscription rights and convertible securities which include a right to acquire Shares or Depositary Receipts; and

"Voting Rights" means all the voting rights attributable to the issued and outstanding Shares of the Company.

1. Subject to article 30.4, when any person becomes the owner, whether by a single transaction or a series of transactions over a period of time, of Securities which (taken together with Securities already held or acquired by persons acting in concert with such person) represent fifty percent (50%) (the "Relevant Threshold") or more of the Voting Rights, then such person and any person acting in concert with such person (each such person referred to below as the "Offeror") shall: (a) make an Offer, in accordance with this article 30, to the holders of all issued and outstanding Shares and Depositary Receipts (other than the Shares or Depository Receipts which are at the date of the Offer already held by the Offeror), on terms which do not differentiate between said holders and (b) immediately notify the Company thereof in writing.
   Once an Offeror makes an Offer pursuant to this article 30.3 it shall not be required to make further Offers as a result of acquisitions or increases in ownership of Securities above the Relevant Threshold.
2. Where there is more than one Offeror, as a result of persons acting in concert, the obligation to make an Offer may be discharged by the Offeror within the group constituting the concert party which has the highest amount of Voting Rights.

DP Eurasia N.V. Notice of 2022 Extraordinary General Meeting

5