D.E MASTER BLENDERS 1753 Shareholders Vote In Favor Of Oak Leaf’s Buyout Of Outstanding Shares

Aug. 2, 2013

D.E MASTER BLENDERS 1753 N.V. (DEMB) reports that the company's shareholders voted in favor of all resolutions during the extra ordinary general meeting of shareholders (EGM) held recently. Nearly half, 49.38 percent, of D.E MASTER BLENDERS 1753's total share capital issued and outstanding was present or represented at the EGM.

The shareholders approved resolutions related to the offer by Oak Leaf B.V. for all outstanding shares of DEMB.

The resolutions included:

Ø  Amendment of the articles of association to take effect upon the settlement date of the offer;

Ø  Appointments of B. Becht, Mr P. Harf, O. Goudet, A. Van Damme, Mr B. Trott, A. Santo Domingoas non-executive directors and M.M.G. Cup as executive director to take effect upon the settlement date;

Ø  Discharge from liability of J. Bennink, N.R. Sorensen-Valdez, M.M.M. Corrales, G.J.M. Picaud and S.E. Taylor as non-executive directors to take effect upon the settlement date;

Ø  Discharge from liability of A. Illy and R. Zwartendijk as non-executive directors that stay on until the date of the EGM to take effect upon the settlement date;

Ø  The triangular legal merger with Oak Sub B.V. (as acquiring company) and New Oak B.V. (as group company of the acquiring company) in accordance with the merger proposal as drawn up by the Boards of Directors of the merging companies, subject to the conditions that (i) the Acceptance Level immediately after the post-closing acceptance period is less than 95 percent of all shares in the share capital of the company on a fully diluted basis and (ii) the offeror resolves to pursue the post-closing merger and liquidation, all conditional to the offer being declared unconditional; and

Ø Discharge from liability of C.J.A. van Lede and M.J. Herkemij as former members of the board of directors.

Acceptance period and offer documentation

The acceptance period of the offer ends at 17:40 hours CET (11:40 ET) on August 15, 2013, unless extended. The settlement date is expected to occur within three Dutch business days after the offer has been declared unconditional.


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