NSI N : AGM 2024 Voting Results

VOTING RESULTS

GENERAL MEETING OF SHAREHOLDERS OF NSI N.V.

April 19, 2024 12.30 pm

Total number of shares outstanding entitled to vote		20.155.221
Total number of shares represented		12.187.330
Percentage of represented issued shares		60,47%
	Agenda item	In favor	Against	Abstain	Total	Note
1.	Chairman opens the meeting		Non-
			votable item
2.	Report of the Management Board on the 2023 financial year		Non-
			votable
2a.	Corporate Governance structure and compliance with the Dutch		Non-
	Corporate Governance Code of 20 December 2022		votable
3.	Report of the Supervisory Board on the 2023 financial year		Non-
			votable
3a.	Discussion of the remuneration report for the 2023 financial	10.759.589	1.318.138	109.603	12.187.330
	year and advisory vote
	Percentage	88,3%	10,8%	0,9%	100,0%
4.	Adoption of the financial statements for the 2023 financial year	12.173.705	1	13.624	12.187.330
	Percentage	99,9%	0,0%	0,1%	100,0%
5.	Dividend policy of NSI		Non-
			votable
6.	Declaration of the final dividend for 2023	12.181.199	120	6.011	12.187.330
	Percentage	99,9%	0,0%	0,0%	100,0%
7.	Discharge of the members of the Management Board for the	12.167.230	2.841	17.259	12.187.330
	policy pursued in the 2023 financial year
	Percentage	99,8%	0,0%	0,1%	100,0%
8.	Discharge of the members of the Supervisory Board for the	12.167.349	2.721	17.260	12.187.330
	supervision exercised during the 2023 financial year
	Percentage	99,8%	0,0%	0,1%	100,0%
9.	Composition of the Management Board		Non-
			votable
9a.	Proposal for reappointment of Mr. B.A. Stahli as Management	9.458.785	0	2.728.545	12.187.330
	Board member and CEO
	Percentage	77,6%	0,0%	22,4%	100,0%
9b.	Proposal for appointment of Ms. E. Snijder as Management	10.415.435	0	1.771.895	12.187.330
	Board member and CFO
	Percentage	85,5%	0,0%	14,5%	100,0%
10.	Composition of the Supervisory Board		Non-
			votable
10a.	Proposal to decrease the number of (formation positions for)	11.786.257	395.062	6.011	12.187.330
	members of the Supervisory Board from currently five to four.
	Percentage	96,7%	3,2%	0,0%	100,0%
10b.	Proposal for reappointment of Mr. J.W. Dockheer as member of	11.442.889	738.427	6.014	12.187.330
	the Supervisory Board
	Percentage	93,9%	6,1%	0,0%	100,0%
11.	Remuneration policies		Non-
			votable
11a.	Revision of the Remuneration Policy for the Management Board	7.495.179	4.279.916	412.235	12.187.330
	Percentage	61,5%	35,1%	3,4%	100,0%	See
						end
						note
11b.	Revision of the Remuneration Policy for Supervisory Board	12.159.154	22.163	6.013	12.187.330
	Percentage	99,8%	0,2%	0,0%	100,0%
12.	Authorisations		Non-
			votable

12a.	Proposal to authorise the Management Board to issue ordinary	9.267.210	2.914.107	6.013	12.187.330
	shares up to a maximum of 10% of the outstanding number of
	shares, subject to the approval of the Supervisory Board
	Percentage	76,0%	23,9%	0,0%	100,0%
12b.	Proposal to authorise the Management Board to limit or exclude	9.289.749	2.891.570	6.011	12.187.330
	pre-emptive rights upon the issuance of ordinary shares issued
	under 12a, subject to the approval of the Supervisory Board
	Percentage	76,2%	23,7%	0,0%	100,0%
12c.	Proposal to authorise the Management Board to buy back	12.173.938	13	13.379	12.187.330
	ordinary shares in the company's own capital, subject to the
	approval of the Supervisory Board
	Percentage	99,9%	0,0%	0,1%	100,0%
13.	Outlook for 2024		Non-
			votable
14.	Any other business		Non-
			votable
15.	Closing		Non-
			votable

Note to Voting results on Agenda item 11a Revision of the Remuneration Policy for the Management Board

EU Shareholders Directive 2017/828 Article 9bis paragraph 5 require Member States to ensure that companies submit the remuneration policy to a vote by the general meeting at every material change and in any case at least every four years.

When implementing this provision in Article 2: 135a paragraph 2 of the Dutch Civil Code, Dutch Parliament has adopted a more stringent provision regarding the required majority. Instead of an absolute majority, article 2:135a paragraph 2 DCC requires a qualified majority of 75% of the votes cast.

In NSI's 2024 AGM a total of 11.775.095 votes were cast on Agenda item 11a whilst 412.235 shares abstained from voting. Of the total of 11.775.095 casted votes, 7.495.179 (63,65%) were in favour of the proposal. Therefore the qualified majority has not been met and the proposal could not be adopted.

As a consequence and following Article 2:135 parapraph 9 DCC the company will keep remunerating the Management Board in conformity with the existing 2020 Policy, and will submit a reviewed proposal to our shareholders. The reviewed proposal will take into account the results of a benchmark to be conducted among the companies of NSI's reference group and peer group as well as the voting result and the views of shareholders and their proxy advisors and other stakeholders.