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Articles of Associationn Final - English
Articles of Association Final- Dutch
Articles of Association Changes - English
Articles of Association Changes - Dutch


EXTRAORDINARY MEETING OF SHAREHOLDERS

SEPTEMBER 4, 2007, AT 10:00 A.M

IN AMSTERDAM, HOTEL OKURA AMSTERDAM

AGENDA

View a copy of the agenda in Dutch

Agenda of the Extraordinary Meeting of Shareholders (Extraordinary Meeting) of Univar N.V. (the Company), having its registered office in Rotterdam, the Netherlands, to be held on Tuesday, September 4, 2007, at 10:00 a.m. at Hotel Okura Amsterdam, Ferdinand Bolstraat 333, Amsterdam, the Netherlands.

Agenda

  1. Opening
  2. Discussion on the public offer (the Offer) of ULIXES B.V. (the Offeror) for all issued and outstanding shares of the Company
  3. Proposal to discharge all members of the Supervisory Board, subject to the conditions precedent that the Offer is declared unconditional by the Offeror and that settlement of the Offer has occurred
  4. Proposal to discharge Mr. J.H. Holsboer as member of the Executive Board, subject to the conditions precedent that the Offer is declared unconditional by the Offeror and that settlement of the Offer has occurred
  5. Proposal to amend the Company’s articles of association, subject to the conditions precedent that the Offer is declared unconditional by the Offeror and that settlement of the Offer has occurred
  6. Proposal to appoint new board members, subject to the conditions precedent that the Offer is declared unconditional by the Offeror and that settlement of the Offer has occurred
  7. Any other business
  8. Closing

An explanation of agenda items 2 through 6 is provided hereafter in the Explanatory Notes to the Agenda.

Admittance to the Extraordinary Meeting

The Extraordinary Meeting will be open to those who as at August 28, 2007, after all the credits and debits as at that date (the Registration Date) have been processed, (i) hold shares in the Company or are otherwise entitled to attend the Extraordinary Meeting, and (ii) are registered in one of the sub-registers referred to below and (iii) have indicated their wish to attend the Extraordinary Meeting.

Holders of Bearer Shares

With respect to holders who have deposited shares through Euroclear Nederland (Euroclear), a trade name of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., or institutions associated with Euroclear, the sub-register will be the administration of the institutions associated with Euroclear that demonstrate who is entitled to those shares as at the Registration Date.

Holders of shares (and other persons/entities entitled to attend the Extraordinary Meeting) who wish to attend the Extraordinary Meeting must register in writing with ABN AMRO Bank N.V., via their bank or the institution in whose administration they are registered for the shares by August 28, 2007 4:00 p.m. at the latest. When registering at ABN AMRO Bank N.V. the respective institution must provide a confirmation by August 30, 2007 4:30 p.m. at the latest, such confirmation must state that the shares were registered in the name of the respective person/entity on the Registration Date. The institutions are requested not to “block” (“blokkeren”) any shares so registered as this is no longer necessary.

The shareholders and other persons/entities entitled to attend the Extraordinary Meeting will receive a registration receipt that will also serve as an attendance card for the Extraordinary Meeting.

Holders of Registered Shares

With respect to holders of registered shares, the sub-register will be the shareholders’ register of the Company, as maintained by it. Holders of registered shares (and other persons/entities entitled to attend the Extraordinary Meeting) who wish to attend the Extraordinary Meeting must inform the Executive Board of the Company thereof in writing at the latest on August 28, 2007.

Voting by Proxy

Shareholders can authorize third parties to cast their vote at the Extraordinary Meeting. The relevant power of attorney must be laid down in writing. The Company must receive the written power of attorney at the latest on August 30, 2007.

Identification

Persons/entities, entitled to attend the Extraordinary Meeting, can be requested to show proof of identity prior to admission to the Extraordinary Meeting. We therefore request those persons/entities to bring valid identification.

Registration of Admittance

Registration of admittance will take place on September 4, 2007 from 9:00 a.m. to 10:00 a.m., before commencement of the Extraordinary Meeting. It will not be possible to register after that time.

 

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