annual general meeting of shareholders.

The Annual General Meeting (AGM) of shareholders takes place on Tuesday 26 March 2019 starting at 3.00pm CET. The notice and agenda with enclosures of the meeting are now available in both Dutch and English (see drop down menu).


For any comments or questions, you can contact the company secretary, Jelle Miedema at jelle.miedema@randstad.com or by telephone at + 31 (0)20 569 56 00.

The live audio webcast on 26 March at 3 pm can be watched here.

agm

voting rights

The issued share capital of Randstad N.V. currently consists of approximately 183.3 million ordinary shares, 25.2 million Type-B and 50.2 million Type-C preferred financing shares. The ordinary shares have equal voting rights (‘1 share, 1 vote’). As at May 7, 2018, the holders of approximately 95.8% of ordinary shares have been able to make unrestricted use of their voting rights at the Annual General Meeting of Shareholders. The other 4.2% of ordinary shares has been converted into depository receipts. A foundation, Stichting Administratiekantoor Randstad Optiefonds, holds those shares to which the attached voting rights are vested. The depository receipts issued by Stichting Administratiekantoor Randstad Optiefonds are fully exchangeable into ordinary shares, and are held by Stichting Randstad Optiefonds. Frits Goldschmeding, the company’s founder, is the sole board member of Stichting Administratiekantoor Randstad Optiefonds.

The foundation of Stichting Administratiekantoor Preferente Aandelen Randstad Holding holds Type-B and Type-C preferred financing shares. The voting rights attached to these shares which can be exercised at an Annual General Meeting of shareholders are aligned with the historical capital contribution and are vested in this foundation. The Type-C shares are split into two type of shares: C1 and C2. The board members of the foundation are fully independent of both the company's management and other shareholders. The board comprises of Bas Kortmann, Sjoerd van Keulen and Stepan Breedveld. The foundation’s Articles of Association were compiled in accordance with Annex X, Euronext Amsterdam Rule Book, Book II. Following an amendment to the Articles of Association in 2008, the preferred shares are classified as equity. For an overview of the voting rights relating to ordinary shares and the Type-B and Type-C preferred financing shares, please see the table below (as of February 12, 2019).

Type of sharenumber of outstandingno. of voting rights during AGM
ordinary shares183,303,552183,303,552
Preference shares B25,200,000 3,600,000
Preference shares C114,566,1331,000,000
Preference shares C235,564,2194,600,000
Total258,633,904192,503,552

Randstad N.V. may issue Type-A preferred shares to a legal entity charged with safeguarding the company’s interests and preventing influences that may threaten its continuity, independence or identity. To date no such shares have been issued. Resolutions for such issue would require the cooperation of the Annual General Meeting of Shareholders.