Annual Report 2019

Information referred to Section 1 of the Takeover Directive (Article 10) Decree

Capital structure

GrandVision’s authorized share capital is divided into 1,250,000,000 ordinary shares with a nominal value of €0.02. As of 31 December, 2019 a total of 254,443,840 ordinary shares had been issued.

Majority shareholder subject to disclosure

GrandVision’s majority shareholder is HAL Optical Investments B.V., an indirect subsidiary of HAL Holding N.V., an international investment company. All shares in HAL Holding N.V. are held by HAL Trust and form the Trust’s entire assets. HAL Trust units are quoted on the Euronext Amsterdam stock exchange. Read more about GrandVision's shareholders in the 'Shareholder Information' section of this Annual Report.

Share transfer restrictions and special controlling rights

There are no restrictions on the transfer of shares, the exercising of voting rights or the term for exercising those rights. There are no agreements in place with shareholders that may result in restrictions on the transfer of shares or limitation of voting rights. There are no special controlling rights attached to shares.

Employee share plans

You can find information about GrandVision’s long-term incentive plans (employee share plans) in Note 26 in the Consolidated Financial Statements section.

Rules governing the appointment and dismissal of Management Board and Supervisory Board members and the amendment of the Articles of Association

GrandVision’s Articles of Association stipulate that Management and Supervisory Board members are appointed and dismissed at the General Meeting. The Supervisory Board makes a non-binding nomination to appoint members of the Management Board. Then the Supervisory Board may make a non-binding nomination.

The General Meeting may only resolve to amend the Articles of Association following a proposal from the Management Board that is subject to approval by the Supervisory Board. Such a resolution of the General Meeting requires an absolute majority of the number of votes validly cast.

Share issuance and repurchase rights

The Management Board has the powers which the relevant legislation and Articles of Association have not been assigned to the Supervisory Board or the General Meeting.

The General Meeting or the Supervisory Board, if so designated by the General Meeting, resolves or decides on the issuance of shares. Any share issuance is subject to approval by the Supervisory Board. The Supervisory Board is authorized until 26 October, 2020 to issue a maximum of 10% of the shares issued on 5 February, 2015.

The Management Board, if so designated by the General Meeting, resolves or decides on the repurchase of shares. The Management Board is authorized until 26 October, 2020 to repurchase fully paid-up ordinary shares. Any repurchase must be limited to the maximum number held by virtue of the law and the Articles of Association (10% of issued shares on 5 February, 2015). Their purchase price must range between the nominal value of the ordinary shares and 110% of the opening price of the shares quoted on the Amsterdam stock exchange on the day of repurchase or, in the absence of such an opening price, the last price previously quoted there.

Agreements containing change of control provisions

GrandVision's revolving credit facility incorporates what is referred to as a ‘change of control’ provision. Once any person or Group of persons, other than HAL Holding N.V. or any of its Subsidiaries, acting in concert gains direct or indirect control of GrandVison N.V., the majority of the banks (67%) can demand repayment and/or cancellation of the facilities.

There are no agreements in place between GrandVision and the Management Board or employees that provide for a pay-out on termination of their employment as a result of a public offer within the meaning of Section 5:70 of the Financial Supervision Act.