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AGM

Annual General Meeting of shareholders.

The Annual General Meeting (AGM) of shareholders took place on Tuesday, March 29, 2022.

The draft minutes with enclosures are available in both Dutch and English (see below). For any comments, please contact the company secretary, Jelle Miedema at jelle.miedema@randstad.com. 

As per February 15, 2022, the notice date for the AGM, the number of outstanding shares with corresponding votes at the AGM is as follows:

outstanding shares

class of shares number of shares number of votes
ordinary shares 183.959.312 183.959.312
preference shares B 25,200,000 3,600,000
preference shares C1 14,566,133 1,000,000
preference shares C2 35,564,219 4,600,000
total 259.289.664 193.159.312


The Annual General Meeting of Shareholders was held on March 29, 2022 and broadcast via live video webcast. Click below on the link of your preferred language to watch the replay of this event.

annual general meeting

documents

important matters

that require AGM approval

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
  • dividends
  • 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.

previous meetings

agreements with shareholders

  • agreements with shareholders

    In February 2016, Randstad signed a continuity agreement with its founder Frits Goldschmeding through his private holding company Randstad Beheer, replacing the previous agreement from 2007. The current agreement relates to the creation of a future-proof structure, independent of the life and involvement of individuals. This means Randstad Beheer is committed to Randstad for the long term, safeguarding the heritage and spirit of Frits Goldschmeding and the values bestowed on the company, now and in the future.

    As a result of an amendment to its Articles of Association, the purpose of Randstad Beheer will be to safeguard the continuity of its shareholding for the longer term, its strategic position and to promote the sustainable success and development of Randstad. This is in line with the current modus operandi. The long-term involvement of Randstad Beheer is reflected by its right to one seat on Randstad’s Supervisory Board, provided Randstad Beheer holds a stake in Randstad N.V. of at least 25% (which is currently the case).

    As the 2007 agreement included a notice period for possible changes, the new continuity agreement also includes an arrangement that ensures a careful consultation process if Randstad Beheer at some point considers to amend the purpose of its Articles of Association and if Randstad Beheer's voting rights in Randstad N.V. are at that point at least 25%. In the event Randstad Beheer decides to amend its purpose at the end of that process, Randstad Beheer and Randstad N.V. will reasonably consult on the new situation and the potential reduction of Randstad Beheer's shareholding in Randstad, and Randstad N.V. will assist in such reduction if and when it occurs.

    In line with the intent of the previous agreement, the new agreement ensures that, if Randstad Beheer's voting rights fall below 25% or it has the intention to do so, Randstad N.V. and Randstad Beheer will discuss potential consequences for Randstad N.V.'s governance aimed at safeguarding Randstad’s development, continuity and strategic position in the new share ownership structure.

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’). 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 and Sjoerd van Keulen. 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 per February 15, 2022).

types of shares

type of share number of outstanding no. of voting rights during AGM
ordinary shares 183.959.312 183.959.312
Preference shares B 25,200,000 3,600,000
Preference shares C1 14,566,133 1,000,000
Preference shares C2 35,564,219 4,600,000
Total 259.289.664 193.159.312

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.