CLB 2019 Proxy Statement

53 AGENDA ITEMS Item 1. Election of Class II Supervisory Directors Our Articles of Association provide for one or more Supervisory Directors. Our Board of Supervisory Directors currently has eight members who are divided into three classes, though the Supervisory Board has resolved to decrease the size of the Supervisory Board to seven members, effective at the 2019 annual meeting. Class II will consist of three members, a reduction from four. Each class is elected for a term such that the term of one class of Supervisory Directors expires at the annual meeting each year. For the 2019 annual meeting, the Board of Supervisory Directors is proposing the re-election of two current Class II members and the election of a new Class II Supervisory Director, effective at the conclusion of the 2019 annual meeting. Specifically, the Board of Supervisory Directors is proposing the re-election of Mme. Carnes and Mr. Straughen and the election of Mr. Gregory Barnett as Class II Supervisory Directors. All Class II candidates are being nominated for terms expiring at the annual meeting in 2022. Please see “Information About Our Supervisory Directors and Director Compensation - Board of Supervisory Directors” for biographical information of our Supervisory Directors. Candidates for Supervisory Director are recommended by the NGCR Committee to our Supervisory Board. Our Supervisory Board then nominates selected candidates, who are elected at the annual meeting by the affirmative vote of a majority of the votes cast at the meeting. You may vote for all three of these nominees, for two of these nominees, for one of these nominees or for none of these nominees. Under Dutch law and our Articles of Association, common shares abstaining from voting will not count as votes cast at the annual meeting but will count for the purpose of determining the number of shares represented at the meeting. Broker non-votes will not count as shares present at the annual meeting or for the purpose of determining the number of votes cast. Unless otherwise instructed or unless the proxy is withdrawn, the accompanying proxy will be voted for the election of the three nominees listed above to serve under the terms and conditions described within this proxy statement. If at the time of, or prior to, the annual meeting any of the nominees should be unable or decline to serve, the discretionary authority provided in the proxy may be used to vote for a substitute or substitutes designated by our Supervisory Board. The Supervisory Board has no reason to believe that any substitute nominees will be required. No proxy will be voted for a greater number of persons than the number of nominees named herein. Shareholders may not cumulate their votes in the election of Supervisory Directors. The election and re-elections set out above will be put to a vote separately and those votes shall be considered to constitute separate sub-items of agenda item no. 1. The Supervisory Board recommends that shareholders vote “FOR” the three Class II nominees for Supervisory Director as set forth above, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon. Item 2. Appointment of KPMG as our Independent Registered Public Accounting Firm for 2019 The Audit Committee of the Supervisory Board has recommended and the Supervisory Board has approved the appointment of the firm of KPMG as our independent registered public accountants for the year ending December 31, 2019, subject to approval by our shareholders. We have invited representatives of KPMG to the annual meeting and we expect one such representative to attend. If such representative should attend, we expect that he or she will be available to respond to questions and will have the opportunity to make a statement if he or she desires to do so. The affirmative vote of the majority of the votes cast at the annual meeting is required to appoint KPMG as our independent registered public accountants for 2019. Under Dutch law and our Articles of Association, common shares abstaining from voting will not count as votes cast at the annual meeting. Broker non-votes will not count as shares present at the annual meeting or for the purpose of determining the number of votes cast. The Supervisory Board recommends that the shareholders vote “FOR” the appointment of KPMG as our independent registered public accountants for the year ending December 31, 2019 and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.