Exhibit 99.2
AVG TECHNOLOGIES N.V.
Notice of Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders of AVG Technologies N.V., having its official seat in Amsterdam, the Netherlands (theCompany), will be held on 9 June 2016 at 09:30 a.m. CET, at the offices of Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands. The language of the meeting will be English.
AGENDA
The agenda of the meeting includes the following items:
| | 1. | Opening and announcements |
| | 2. | Discussion of the Company’s financial statements for the financial year 2015, including the Dutch statutory annual report and annual accounts as well as the annual financial statements filed with the SEC on form 20-F |
| | 3. | Implementation of the remuneration policy in 2015 |
| | 4. | Adoption of the Dutch statutory annual accounts for the financial year 2015* |
| | 5. | Discussion of the Company’s dividend policy and appropriation of the 2015 result |
| | 6. | Release from liability of the Management Board members in respect of the exercise of their duties during the financial year 2015* |
| | 7. | Release from liability of the Supervisory Board members in respect of the exercise of their duties during the financial year 2015* |
| | 8. | Appointment of Mr. Ross as Management Board member / CFO* |
| | 9. | Re-appointment of external auditor* |
| | 10. | Amendment to the Company’s Articles of Association* |
| | 11. | Designation of the Supervisory Board as competent body to grant rights to subscribe for shares and to limit or exclude pre-emption rights in connection therewith under and in accordance with the Company’s Option Plan* |
| | 12. | Designation of the Management Board as competent body to issue shares* |
| | 13. | Designation of the Management Board as competent body to limit or exclude pre-emptive rights* |
| | 14. | Authorization of the Management Board to repurchase shares* |
The items marked * are voting items. The Annual General Meeting will vote on these matters regardless of the number of shareholders present and of the number of shares represented, and resolutions in favour of these agenda items will be adopted by a simple majority of the votes validly cast by shareholders present or represented, except for items 11 and 13 which requires a two-third majority if less than one-half of the Company’s issued share capital is represented at the meeting.
Copies of the full agenda, including explanatory notes, the financial statements, the remuneration report, the proposal to amend the Articles of Association of the Company and the explanatory notes thereto are available for inspection, and can be obtained free of charge, at the office of the Company in Amsterdam (AVG Technologies N.V., Gatwickstraat 9, 1043 GL Amsterdam) and are also published on the Company’s website at http://investors.avg.com.
ATTENDANCE OF THE ANNUAL GENERAL MEETING
Only holders of shares in the share capital of the Company as of the close of business on 12 May 2016 (theRecord Date) or those who hold a valid proxy for the Annual General Meeting are entitled to take part and vote at the Annual General Meeting. Each share outstanding on the Record Date is entitled to one vote on each voting item.
For shareholders whose ownership is directly recorded in the Company’s shareholders register (theRegistered Shareholders) and for shareholders holding their shares in an account at a bank, a financial institution, an account holder or other financial intermediary (such shareholders, theBeneficial Owners), the conditions for attendance at the Annual General Meeting are as follows:
| | • | | Registered Shareholders must notify the Company by submitting their name and number of registered shares through the Company’s e-mail address ir@avg.com no later than on 3 June 2016, at 24.00 hours CET; and |
| | • | | Beneficial Owners must have their financial intermediary or their agent with whom the shares are on deposit issue a proxy to them which confirms they are authorized to take part in and vote at the Annual General Meeting. These Beneficial Owners must (i) notify the Company of their intention to attend by submitting their name and number of shares beneficially owned through the Company’s e-mail address ir@avg.com no later than on 3 June 2016, at 24.00 hours CET and (ii) bring the proxy received from their financial intermediary to the Annual General Meeting. |
Persons entitled to take part in the meeting may be asked for identification prior to being admitted and are therefore asked to carry a valid identity document (such as a passport or driving licence).
PARTICIPATION IN THE ANNUAL GENERAL MEETING BY PROXY
Registered Shareholders who are not in a position to attend the meeting in person, may, without prejudice to the above registration and attendance notification provisions, grant a written proxy to the following independent third party: Joyce J.C.A. Leemrijse, civil law notary in Amsterdam, the Netherlands, and/or her replacement and/or each (junior) civil law notary of Allen & Overy. The proxy can be granted with or without voting instructions. In case a proxy is granted to said independent party without voting instructions it shall be deemed to include a voting instruction in favour of all proposals made by the Management Board and/or the Supervisory Board of the Company, and against any other proposal. Proxy forms to be used to grant a written proxy are available free of charge at the offices of AVG Technologies N.V. (Gatwickstraat 9, 1043 GL Amsterdam, the Netherlands) and at http://investors.avg.com. To be counted, a duly completed and executed proxy must have been received by Joyce J.C.A. Leemrijse, civil law notary in Amsterdam, the Netherlands, at the offices of Allen & Overy LLP (Apollolaan 15, 1077 AB Amsterdam) or, if sent in pdf-form electronically at her e-mail address:joyce.leemrijse@allenovery.com, no later than on3 June 2016, at 24:00 hours CET.
Beneficial Owners who wish to exercise their meeting rights by proxy should follow the instructions and use the voting instrument provided by the bank, financial institution, account holder or other financial intermediary that holds the shares on such Beneficial Owner’s behalf.
FURTHER INFORMATION
For further information, please contact: AVG Technologies N.V., Investor Relations, Gatwickstraat 9, 1043 GL Amsterdam, the Netherlands. Email: ir@avg.com.
Amsterdam, the Netherlands, 29 April 2016.
AVG Technologies N.V.
The Supervisory Board
