Minutes - LBi

MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
(LBi International N.V.)
Minutes of the annual general meeting of shareholders (the Meeting) of LBi International N.V., a public
company (naamloze vennootschap) under the laws of the Netherlands, having its registered offices in
Amsterdam, the Netherlands, and its principal place of business at Joop Geesinkweg 209, 1096 AV Amsterdam,
the Netherlands, registered with the trade register of the Chambers of Commerce under file number 30277334
(the Company), held at the Hilton Hotel, Apollolaan 138, 1077 BG Amsterdam, the Netherlands, on 26 May
2011.
Chairman: Alfred Mulder (chairman of the supervisory board of the Company (the Supervisory Board));
secretary: Marleen Wessel (Loyens & Loeff N.V.).
Opening
The chairman opens the Meeting at 14:00 hours CET, welcomes those present to the Meeting and declares that:
- his name is Alfred Mulder, the chairman of the Supervisory Board and as such authorized to be the
chairman of the Meeting. The other persons sitting next to him are, at his left side Nazo Moosa, member
of the Supervisory Board and Luke Augustus James Taylor (Mr. Taylor), member of the management
board of the Company (the Management Board) and Chief Executive Officer and at his right side
Hubertus Johannes Franciscus Wezenberg (Mr. Wezenberg), Management Board member and Chief
Financial Officer and John Francis Patrick Farrell, Supervisory Board member. This means that the entire
Management Board and three of the five Supervisory Board members are present at the Meeting;
- he would like to introduce Guido Portier, civil law notary of Loyens & Loeff N.V. and designates Marleen
Wessel of Loyens & Loeff N.V. to keep the minutes of the Meeting;
- he would also like to introduce the Company's external accountant Bart Koolstra, accountant of
PricewaterhouseCoopers N.V.;
- the Meeting will be held in English. For those who wish to listen to a Dutch translation of the discussion
at the Meeting, headsets are available at the registration desk;
- the Meeting has been convened by the Management Board, by means of a publication on the website of
the Company on 14 April 2011, being the 42nd day before the day of the Meeting and as such in
accordance with the law and the articles of association of the Company (the Articles);
- in the convocation is mentioned that certain documents were available at the Company’s website, at the
offices of the Company and at the offices of SNS Securities and are also available at the Meeting. For
completeness sake he mentioned that the following documents are the documents that were available:
(i) the agenda and the explanatory notes thereto;
(ii) the annual report;
(iii) the financial statements and the auditor’s statement;
(iv) the proposed amendment to the Articles;
(v) a form of proxy, voting and voting instructions;

- all documents were made available for inspection in accordance with the law and the Articles;
- at the time of convocation of the Meeting one share A, one share B and 149,826,922 ordinary shares in
the capital of the Company were issued. On 28 April 2011, being the record date, the number of issued
shares had not changed, meaning that at the Meeting, the maximum number of votes that could be
exercised on the shares if all shareholders were present or represented is 149,826,924;
- at the Meeting about 65.96% of the issued and outstanding capital is present or represented, in total
entitled to cast 98,832,688 votes;
- in principle, the proposed resolutions to be voted on at the Meeting may be adopted by an absolute
majority of the votes cast. Only agenda item 8, the proposal to amend the Articles, requires at least two
thirds of the votes cast;
- each proposal on the agenda for today’s Meeting will be open for discussion and questions. Only agenda
items 3 up to and including 8 are voting items. For these agenda items the opportunity will be granted to
raise questions or to pose remarks immediately prior to the voting on the relevant proposal. For the
purpose of the Meeting to take place in an orderly manner, those present are requested to restrict
questions and remarks to the subject that is under discussion at that time. Any other business or
questions may come up and will be open for discussion under agenda item 9;
- when raising questions or posing remarks, those present are requested to stand up and state the
respective person's name. It would be highly appreciated if those present could be brief and clear.
Anyone present as a proxy holder or a representative of a legal entity which holds any shares in the
capital of the Company, is requested to state the name of the legal entity in question. This will be
conducive to the preparation of a correct report of the Meeting.
The chairman then proposed to proceed to the first agenda item.
1. Report Management Board for financial year 2010, including corporate governance
The chairman states that the first agenda item for today relates to the discussion of the annual report as drawn
up by the Management Board over the first financial year of the Company, which terminated on 31 December
2010.
He notes that this agenda item is not a voting item. The agenda item will be open for discussion after the
presentation of the Company's CEO and CFO, who will give explanations to the annual report.
The chairman gives the floor to Mr. Taylor and Mr. Wezenberg, who provide an overview of the Company's
highlights and the Company's activities and the changes in the market in which the Company is operating. They
also describe the strategic plans of the Company, the progress the Company made to date and the financial
performance of the Company.
After the presentation, the chairman thanks Messrs. Taylor and Wezenberg for their presentation and gives the
opportunity to the attendees of the Meeting to raise questions or pose remarks.
Mr. Burgers, representing Add Value Fund, first notes that he is happy with the contents of the clear annual
report. He has three questions. Mr. Taylor mentioned that the Company is a streamlined company today. On
the other hand, reading through the annual report, it appears that there are a number of departments of the

Company which still are in need to be reinforced. He asks what the amount of investments is that is budgeted
for this year in order to grow the Company. He notes that particularly in the United States of America
investments seem to be needed. Secondly, he is interested to know what the financial targets in the medium
term are. His third question concerns Germany. According to Mr. Burgers, the German market is the most
interesting one in Europe and in the past there have been some problems there, especially with MetaDesign. It
struck him that MetaDesign is sort of being upgraded when reading through the annual report. He wonders if it
is true that the role of MetaDesign within the Company is becoming more important and if so, if the
Management Board could elaborate on that subject.
The chairman answers that in general terms the Company's goal is to maintain at least the best in class
margins. With respect to the first question, the chairman notes that at the time the Company announced that it
was going to attract EUR 40 to EUR 50 million, it was agreed with the consortium that most of that money
would be used for attractive opportunities in the future, without running into all kinds of banking ratio issues
and problems. The Company wishes to grow in the United States of America and to explore the possibilities to
grow outside Europe and the United States of America, especially in the Far East. Such growth could be realised
organically as well as by means of acquisitions. For more specifics, the chairman refers to Mr. Taylor.
Mr. Taylor describes that the Management Board is protecting margins and EBITDA when reviewing growth
opportunities. Currently the EBITDA tracks growth and there is some margin expansion. The Management
Board does not want to emphasize the margin expansion, but rather wishes to use increased efficiency to
service a number of investments. Dubai and Abu Dhabi are typical examples of the Company's organic growth
strategy. The Company will follow its key clients when making investments in new geographical areas to ensure
immediate returns on investments and maintain the margin level. In the United States of America, the
Management Board will make discrete investments and use the Company's proceeds to add additional services
to create cross-sell opportunities. With respect to the third item, Mr. Taylor explains that MetaDesign is
bouncing back in line with the German market with a best in class service. The German market is a key priority
for the Company.
The chairman proposes to discuss the compliance with the Dutch Corporate Governance Code before going to
agenda item 2. There are two items that the chairman would like to highlight. One year ago it was very much
felt important and appreciated that the three senior managers of the Company would show their commitment
by taking part in the PIPE offering for an amount of EUR 1,600,000 in the aggregate. These managers needed
funding for the payment of such amount. The Company agreed with the three managers to provide a loan for
four years with an interest rate of five percent. The three senior managers paid in the nominal value of EUR 0.25
per share and EUR 0.95 per share has been converted into a loan. This is not very common in the Netherlands
and under the Dutch Corporate Governance Code not regarded as best practice, but the Company felt that it
could defend this because it would be in the interest of the shareholders to have the senior management
committed for a longer term.
Another item the Company deviates from the Dutch Corporate Governance Code is that the Company has a
Supervisory Board consisting of three independent and two non-independent Supervisory Board members. The
consortium and later Carlyle negotiated the right to nominate representatives in the Supervisory Board. As a
result, the Company has three independent Supervisory Board members (being Alfred Mulder, John Francis
Patrick Farrell and George William Fink) and Nazo Moosa and Joost Edward Tjaden. Mr. Tjaden has retired from
the Supervisory Board effective today. The chairman notes that the Supervisory Board enjoyed the time Mr.
Tjaden was part of the Supervisory Board. The vacancy will be filled as soon as possible. According to the
retirement schedule, all Supervisory Board members appointed on July 2010 will retire four years thereafter. The
Supervisory Board may further consider the retirement schedule closer to the end of that four year period.
Granting options and/or shares as remuneration to the Supervisory Board also deviates from the Dutch

Corporate Governance Code. This allows the Company to attract and keep an internationally orientated
Supervisory Board.
2. Explanation of policy on additions to reserves and dividends
This agenda item relates to the explanation of the Company’s policy on additions to reserves and dividends.
Mr. Taylor explains that the Management Board's goal is to further grow the Company and the Company raised
additional funds for that purpose. The Management Board believes that the Company will be able to do good
quality deals with those funds and that such deals will drive shareholders value. On that basis it does not make
sense at this point in time to distribute dividends or to determine a policy, because the Management Board
believes that the Company can obtain a better shareholders value by further proceeding with its growth
strategy.
3. Proposal to adopt annual accounts
The chairman proposes to adopt the annual accounts for the Company’s first financial year terminated on 31
December 2010. As indicated at the beginning of the Meeting, the annual accounts have been made available
for inspection by the shareholders. He states that the proposal to adopt the 2010 annual accounts is now open
for discussion.
Mr. Burgers, representing Add Value Fund, notes that the annual report mentions that the Company is
focussing aggressively on the cross-sell of services into existing key accounts. The Company upgraded margins
in all major markets and reduced the reliance on expensive new business acquisitions. Mr. Burgers states that
new business acquisitions are of great relevance in order to grow the Company. It appears that the choice has
been made to go for the existing key clients and increase the level of services provided to those clients. He is
wondering if this restrains the Company in getting the new bigger global clients the Management Board is
looking for.
The Chairman explains that the Management Board believes that it is important to spend time and money to
keep the Company's existing clients and to expand the services for them. On the other hand the Company is of
course always looking for new clients. Mr. Taylor explains that the top twenty clients were about 46 percent of
the business of the Company two years ago and 56 percent of the business in the previous year, which shows
that the Company enjoys the benefits of cross-selling.
Mr. Burgers answers that he fully agrees with the strategy, but that there are other top twenty level global
clients who are not yet being serviced by the Company, while the Company has been invited to make a
presentation or to become a strategic partner. There would be of course a limit to the Company's capacity. He
notes that he understands that requests for information and all the activities connected therewith costs a lot of
time, money and capacity.
Mr. Taylor answers that compared to the past the Company is more selective in pursuing new opportunities and
is more focussed on improving new business conversions.
The chairman notes that there are no further questions and proceeds to voting. As there are no votes against
the proposal and no abstentions, the chairman notes that the proposal has been adopted unanimously.

4. Discharge Management Board members
The chairman proposes to grant discharge to the Management Board members from all liability in relation to
the exercise of the duties of the Management Board members in the financial year 2010, provided that such
exercise is apparent from the financial statements or other public disclosures prior to the adoption of the 2010
annual accounts.
The chairman notes that there are no questions and proceeds to voting. As there are no votes against the
proposal and no abstentions, the chairman notes that the proposal has been adopted unanimously.
5. Discharge Supervisory Board members
The chairman proposes to grant discharge to the Supervisory Board members from all liability in relation to the
exercise of the duties of the Supervisory Board members in the financial year 2010, provided that such exercise
is apparent from the financial statements or other public disclosures prior to the adoption of the 2010 annual
accounts.
The chairman notes that there are no questions and proceeds to voting. As there are no votes against the
proposal and no abstentions, the chairman notes that the proposal has been adopted unanimously.
6a. Proposal to appoint Mr. Taylor for a new term as Management Board member
The chairman proposes to re-appoint Mr. Taylor on the proposal of the Supervisory Board as Management
Board member for a new term ending on the day of the annual general meeting of shareholders held in 2012,
which is the first year after the year of the re-appointment.
The chairman notes that there are no questions and proceeds to voting. As there are no votes against the
proposal and no abstentions, the chairman notes that the proposal has been adopted unanimously.
6b. Proposal to appoint Mr. Wezenberg for a new term as Management Board member
The chairman proposes to re-appoint Mr. Wezenberg on the proposal of the Supervisory Board as Management
Board member for a new term ending on the day of the annual general meeting of shareholders held in 2012,
which is the first year after the year of the re-appointment.
The chairman notes that there are no questions and proceeds to voting. As there are no votes against the
proposal and no abstentions, the chairman notes that the proposal has been adopted unanimously.
7. Proposal to appoint PricewaterhouseCoopers N.V. as external auditor
The chairman proposes to appoint PricewaterhouseCoopers Accountants N.V. as the external auditor of the
Company for a three-year term, effective as of the moment of adoption of the present proposal up to and
including the annual general meeting to be held in 2014. The chairman asks if anyone wishes to ask questions or
to make any remarks.
Mr. Burger asks when PricewaterhouseCoopers Accountants N.V. started as the external accountant of the
Company. The chairman answers that PricewaterhouseCoopers as a firm has been LBi's external accountant for
many years. PricewaterhouseCoopers Accountants N.V. in the Netherlands became the external accountant of
the Company as of the merger between Obtineo Netherlands Holding N.V. and LBI International AB (publ) last
year. Mr. Burger asks if the appointment for a three-year term is not too long for this first assignment. The

chairman answers that the accounting issues relating to the whole exercise of moving from Sweden to the
Netherlands, delistings and relistings requires a lot of knowledge about the Company. It would have been
inefficient to appoint new accountants and the Management Board is very content with the way it went with
PricewaterhouseCoopers Accountants N.V. in the past and what has been achieved in the very complicated last
year. Mr. Wezenberg confirms that the three year term aims at benefitting as much as possible from the
knowledge acquired by the accountant in the past year and also allows the Company to retain accounting
services at a substantially lower cost.
The chairman notes that there are no further questions and proceeds to voting. As there are no votes against
the proposal and no abstentions, the chairman notes that the proposal has been adopted unanimously.
8. Proposal to amend the Articles
The chairman proposes to amend the Articles in conformity with a draft deed drawn up by Loyens & Loeff N.V.,
and also to authorize each Management Board member as well as each employee of Loyens & Loeff N.V.
severally, to apply for the statement of no objections with the Dutch Ministry of Justice and to have the deed of
amendment to the Articles executed.
The chairman states that as indicated in the beginning of the Meeting, the proposed amendment to the Articles
has been kept available and open for inspection at the offices of the Company as well as at the office of SNS
Securities in accordance with the law and the Articles.
The chairman notes that there are no questions and will go over to the voting. The chairman notes that there
are 3,355,957 votes against the proposal, no abstentions and 95,476,731 votes in favour of the proposal.
Consequently, the proposal has been adopted. The chairman proceeds to the next item on the agenda.
9. Any other business
The chairman invites those present to bring up other items then the items on the agenda. He notes that as
these items were not part of the agenda, any item to be brought up will be for discussion purposes only and will
not be voted on.
Mr. Burgers, representing Add Value Fund, suggests and recommends to organize a investment day specifically
for investors, to put forward the Company to a much broader audience. With respect to the equity incentive
plan, he asks if all employees of the Company are in a position to become a shareholder under such plan.
The chairman answers that the Company has changed its policies in this respect. With a view to the whole
strategy of the Company, the growth for the next year and the fact that the experience is that equity incentive
plans in and outside the Dutch environment do not always work quit good, the Management Board holds the
view that very important people for the Company, such as top executives, big client partners and creative
directors should qualify for the new equity incentive plan. For many other employees, the Company has really
interesting KPI's and bonus plans in place. The chairman further notes that the Company has three analysts
covering the Company in the Netherlands and a fourth covering the Company internationally.
Closure
No more business being before the Meeting, the chairman closes the Meeting at 15:35 hours CET.
A copy of these minutes will be sent to the Management Board in order to enable the Management Board to
keep record of the resolutions adopted.

These minutes are adopted on 11 July 2011 by the chairman and the secretary of the Meeting and as evidence
thereof are signed by them.
[SIGNATURE PAGE TO FOLLOW]

Signature Page
Minutes Annual General Meeting of Shareholders
Chairman: Secretary:
______________ ______________
A. Mulder M. Wessel