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 EUR 0.02. At 31 December 2016, 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 Euronext Amsterdam.

Read more on GrandVision's shareholders in the chapter of the Annual Report entitled
'Shareholder Information'.

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, no agreements in place with shareholders which may result in restrictions on the transfer of shares or limitation of voting rights and there are no special controlling rights attached to shares.

Employee share plans

Information about GrandVision’s long-term incentive plans (employee share plans) can be found in notes 2.21.3 and 30 to the Consolidated Financial Statements.

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

GrandVision’s Articles of Association stipulate that the members of the Management Board and Supervisory Board are appointed and dismissed by the General Meeting. The Supervisory Board makes a non-binding nomination for the appointment of members of the Management Board. Upon the appointment of members of the Supervisory Board, 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 right

The Management Board possesses the powers which the relevant legislation and Articles of Association have not 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 29 October 2017 to issue a maximum of 10% of the shares issued at 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 29 October 2017 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 the issued shares at 5 February 2015). Their purchase price must be 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

The revolving credit facility of GrandVision incorporates what is referred to as a ‘change of control’ provision. Once HAL Holding N.V.’s (indirect) shareholding in GrandVision N.V. drops below 50.1% there is a repayment commitment.

There are no agreements in place between GrandVision and the Management Board or employees, which 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.