general meeting of shareholders
The Annual General Meeting of shareholders took place on Thursday 28 March 2013. Please find below the notice, agenda and voting results of the meeting. The meeting also adopted the proposal to to pay a dividend of EUR 1.25 per ordinary share. Holders of ordinary shares can choose between shares and cash. Further information is included in the anouncement 'Dividend financial year 2012' below.
An Extraordinary General Meeting of shareholders took place on 16 February 2013 and could be followed by audio webcast. The draft minutes of the meeting are now available in both Dutch and English (see drop down menu) during a period of three months for comments by shareholders. For any such comments or questions, you can contact the company secretary, Jelle Miedema at email@example.com
or by telephone at + 31 20 569 56 00.
As per 28 February 2013, the registration date for the AGM, the number of outstanding shares with corresponding votes at the AGM is as follows:
Class of shares Number of shares Number of votes
Preference shares B
Preference shares C1
Preference shares C2 35,564,219 4,600,000
Important matters that require the approval of the (Annual) General Meeting of Shareholders are:
- adoption of the annual accounts
- adoption of profit appropriation
- additions to reserves
- remuneration policy
- discharge from liability of the executive board for the management
- discharge from liability of the supervisory board for the supervision of the management
- appointment of the external auditor
- appointment, suspension and dismissal of the members of the executive board and the supervisory board. Their appointment is based on non-binding recommendations from the supervisory board
- remuneration of the supervisory board
- authorization to purchase, issue or sell shares in the Group’s capital
- adoption of amendments to the Articles of Association.
Further details about the proposals which the executive board or the supervisory board can submit to the meeting and the procedure according to which shareholders themselves can submit matters for consideration by the meeting, are specified in the company’s Articles of Association. If such matter would result in a change of the company’s strategy, the executive board shall be given the opportunity to stipulate a reasonable period in which to deliberate, consult and respond.