Invitation general meeting

DUVEL MOORTGAT
Company limited by shares (“naamloze vennootschap”)
at 2870 Puurs, Breendonkdorp 58
VAT BE 0400.764.903 - Register of Legal Entities (“RPR”) Mechelen
www.duvelmoortgat.com

NOTICE OF THE ANNUAL SHAREHOLDERS' MEETING

The Board of Directors of Duvel Moortgat NV is pleased to invite the company’s shareholders to attend the Annual Shareholders’ Meeting on Wednesday 6 June 2012 at 3:00 p.m. at the following address:

Duvel Depot Visitor Centre
Breendonkdorp 58
2870 Puurs

AGENDA

1. Annual Board Report and Auditor’s Report on the statutory annual accounts for the financial year ending 31 December 2011.

2. Approval of the Remuneration Report.

   Proposed resolution: the Shareholders’ Meeting resolves to approve the Remuneration Report included in the annual report regarding the financial year ending 31 December 2011.

3. Approval of the statutory annual accounts regarding the financial year ending 31 December 2011.

   Proposed resolution: the Shareholders’ Meeting resolves to approve the annual accounts regarding the financial year ending 31 December 2011.

4. Approval of the proposal of the Board of Directors with respect to the allocation of results of the last financial year.

   Proposed resolution: the Shareholders’ Meeting resolves to approve the proposal of the Board of Directors with respect to the allocation of results as follows:

   
   
   

   Profit to be appropriated (“te bestemmen winst”):		76.884.371€
   - Profit carried forward from the previous financial year:	60.771.401 €
   - Profit of the financial year 2011:	16.112.970 €
   Allocation to distribution of dividend: i.e. € 1.45(gross) per share	7.649.160 €
   To be carried forward to the next financial year:		69.235.211 €

   
    

5. Announcement of the consolidated annual accounts as at 31 December 2011 and of the Annual Board Report and Auditor’s Report on these consolidated annual accounts.

6. Release from liability to be granted to the members of the Board of Directors for the performance of their duties during the said financial year.

   Proposed resolution: the Shareholders’ Meeting resolves that each member of the Board of Directors be individually released from any liability for the performance of his/her/its duties during the last financial year.

7. Release from liability to be granted to the Auditor for the performance of its duties during the said financial year.

   Proposed resolution: the Shareholders’ Meeting resolves that the Auditor be released from any liability for the performance of its duties during the last financial year.

8. Proposal to authorise the company’s Board of Directors for a term of three years, to acquire its own shares or profit sharing certificates or to dispose hereof, either directly or through a person acting in its own name but on behalf of the company, if such acquisition is required to avoid a potential material loss for the company, in accordance with Article 620, § 1, third and fourth paragraph, and Article 622, § 2, 1° of the Companies Code.

   Proposed resolution: In accordance with Article 620, § 1, third and fourth paragraph, and Article 622, § 2, 1° of the Companies Code, the Board of Directors is hereby authorised to acquire its own shares or profit sharing certificates or to dispose hereof, without prior resolution of the shareholders’ meeting, either directly or through a person acting in its own name but on behalf of the company, if such acquisition is required to avoid a potential material loss for the company. Such authorisation is valid for a period of three years as of the publication of the aforementioned decision in the Annexes to the Belgian State Gazette and is renewable in accordance with Article 620 of the Companies Code.

9. Questions.

ADMISSION CONDITIONS

In order to be admitted to the Annual Shareholders’ Meeting, the holders of securities must comply with the provisions of Article 29 of the articles of association.

In accordance with Article 536, §2 of the Companies Code, the shareholders will be admitted to the Annual Shareholders’ Meeting and able to exercise their voting rights only if the following two conditions are fulfilled:

1)on the basis of the evidence obtained in accordance with the registration procedure set out hereunder, Duvel Moortgat must be in a position to determine that, on Wednesday 23 May 2012 at midnight (Belgian time) (the “Registration Date”), the shareholders were actually holders of the number of shares on the basis of which they wish to participate in the Annual Shareholders’ Meeting, and

2)these shareholders must confirm to Duvel Moortgat, on Thursday 31 May 2012 at the latest, that they wish to attend the Annual Shareholders’ Meeting.

1. Registration

   For holders of registered shares

   As at the Registration Date, i.e. on Wednesday 23 May 2012 at midnight (Belgian time), the holders of registered shares must be registered in Duvel Moortgat’s register of registered shares for the number of shares for which they wish to be registered on the Registration Date and on the basis of which they wish to participate in the Annual Shareholders’ Meeting.

   For holders of printed bearer shares

   The holders of printed bearer shares must physically deposit the number of shares on the basis of which they wish to be registered as at Registration Date and on the basis of which they wish to participate in the Annual Shareholders’ Meeting with a Belgian branch of one of the financial institutions mentioned below, at the latest on Wednesday 23 May 2012 before close of business of such financial institution. The ownership of shares as at Registration Date will be determined on the basis of the confirmation of the deposit of the shares, to be forwarded to Duvel Moortgat by the financial institution.

   We draw your attention to the fact that, since 1 January 2008, in accordance with the Belgian legislation on the abolition of bearer shares, the deposit of printed bearer shares with a financial institution with a view to the participation of the shareholder in a shareholders’ meeting, such shares are dematerialised by law and registered on a dematerialised securities trading account with that financial institution. The physical return of deposited printed bearer shares is therefore not possible anymore.

   For holders of dematerialised shares

   The holders of dematerialised shares must inform one of the financial institutions mentioned below of the number of shares they wish to register on Registration Date and on the basis of which they wish to participate in the Annual Shareholders’ Meeting, at the latest on Wednesday 23 May 2012 at midnight (Belgian time):

   Bank Degroof
   BNP Paribas Fortis
   Belfius Bank
   KBC

    

   The ownership of the number of dematerialised shares as at Registration Date will be determined on the basis of the confirmation, to be forwarded to Duvel Moortgat by the financial institutions.

2. Confirmation of participation

   In addition to the aforementioned registration, the shareholders must expressly confirm to Duvel Moortgat (by ordinary mail to the attention of Mr. G. Buchmann, Duvel Moortgat NV, Breendonkdorp 58, 2870 Puurs or by e-mail: investeerders@duvel.com) that they wish to participate in the Annual Shareholders’ Meeting, at the latest on Thursday 31 May 2012. The holders of printed bearer shares or dematerialised shares can, as the case may be, request one of the financial institutions mentioned above to report the confirmation of their participation together with the confirmation of their registration.

   Only persons who are shareholders as at Registration Date are allowed to participate in the Annual Shareholders’ Meeting and exercise their voting rights.

3. Proxies

   The owners of securities may be represented by an attorney-in-fact, in accordance with the provisions of Article 30 of the articles of association, and must use the proxy form, available at the company’s registered office or on the company’s website www.duvelmoortgat.com. These proxy forms must be filled out, signed and deposited with a certified banking institution or sent to Duvel Moortgat (by ordinary mail to the attention of Mr. G. Buchmann, Duvel Moortgat NV, Breendonkdorp 58, 2870 Puurs or by e-mail: investeerders@duvel.com) at the latest on Thursday 31 May 2012.

   Shareholders who wish to be represented must in any event comply with the registration and confirmation procedure set out above.

4. Right to add items to the agenda and to file resolution proposals

   In accordance with Article 533ter of the Companies Code, one or more shareholder(s) owning alone or together three per cent (3%) of the company’s registered capital may put one or more items to be addressed on the agenda of the Annual Shareholders’ Meeting and propose resolutions concerning items on the agenda or topics to be addressed and to be included in the agenda. These items on the agenda and/or proposed resolutions must be addressed to the Board of Directors at the latest on Tuesday 15 May 2012 (by ordinary mail to the attention of Mr. G. Buchmann, Duvel Moortgat NV, Breendonkdorp 58, 2870 Puurs or by e-mail: investeerders@duvel.com).

   The completed agenda shall be published on the company’s website on Tuesday 22 May 2012 at the latest.

5. Right to ask questions

   There will be a Q&A session during the Annual Shareholders’ Meeting. The shareholders have the possibility to submit questions in writing prior to the Annual Shareholders’ Meeting. These questions will be discussed during the Q&A session. Questions must be addressed to the company at the latest on Thursday 31 May 2012 (by ordinary mail to the attention of Mr. G. Buchmann, Duvel Moortgat NV, Breendonkdorp 58, 2870 Puurs or by e-mail: investeerders@duvel.com).

   All documents relating to this shareholders’ meeting which the law requires to make available to shareholders will be accessible at the company’s registered office and on the website www.duvelmoortgat.com.

   In order to facilitate the smooth completion of the formalities, the holders of securities are hereby requested to present themselves for registration on the day of the Annual Shareholders’ Meeting at least fifteen (15) minutes prior to the start of the meeting.

   The Board of Directors
   DUVEL MOORTGAT nv

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