annual general meeting of shareholders.

virtual Annual General Meeting of shareholders.

The virtual Annual General Meeting (AGM) of shareholders took take place on Tuesday, March 23, 2021. You can watch the replay below.

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 9, 2021, the notice date for the AGM, the number of outstanding shares with corresponding votes at the AGM is as follows:

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.

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 9, 2021).

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.