NEPI Rockcastle N.V., formerly known as NEPI Rockcastle S.A, has recently distributed an explanatory note to its shareholders regarding an important agenda item for its upcoming Annual General Meeting. The item in question, Agenda Item 2, proposes the release of the Company’s Directors from liability for their duties during the 2022 financial year. The meeting is scheduled to take place on Wednesday, 14 June 2023, at the World Trade Center Tower Ten in Amsterdam, the Netherlands.
The release from liability is a customary procedure for companies incorporated in the Netherlands and is in line with article 25.2 of NEPI Rockcastle’s Articles of Association and section 2:101 (3) of the Dutch Civil Code. By approving this agenda item, shareholders would formally discharge the Directors from their legal obligations and responsibilities related to their conduct during the past financial year, as reflected in the 2022 accounts included in the 2022 Integrated Annual Report, or any disclosures made to the General Meeting prior to the adoption of the 2022 annual accounts.
The decision to release the Directors from liability is based on the approval of the 2022 annual accounts and the 2022 Integrated Annual Report, which provide comprehensive information about the Company’s performance, financial position, risks, and compliance with laws and regulations. However, it should be noted that this release is not an absolute guarantee of immunity for the Directors.
The release from liability does not exempt Directors from liability for unlawful actions towards individual shareholders, nor does it prevent the Company from pursuing claims against Directors in cases involving lack of oversight, fraud, misrepresentation, gross negligence, or breach of fiduciary duty. The scope of the release from liability is limited to the facts disclosed to the General Meeting in the 2022 annual accounts and the 2022 Integrated Annual Report, or otherwise shared by the Directors. This means that if the Directors intentionally withhold information regarding their actions, they cannot be discharged from accountability.
The inclusion of Agenda Item 2 on the meeting agenda is a routine request and underscores NEPI Rockcastle’s commitment to transparency and accountability. The release from liability is customary unless substantial evidence arises indicating a failure by the Board of Directors to fulfill their fiduciary duties. Such evidence may include lack of oversight or action, fraud, misrepresentation, or gross negligence.
NEPI Rockcastle emphasizes that shareholders should consider the release from liability within the specified context and limitations. The release does not provide an absolute or irrevocable guarantee of immunity for the Directors but rather reflects the approval of their disclosed conduct during the 2022 financial year.