annual general meeting

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The minutes of the Annual General Meeting of Shareholders held on 26 March 2019 have been adopted and can be downloaded below.

Should you have any comments or questions about these minutes please contact the company secretary, Jelle Miedema at jelle.miedema@randstad.com or by telephone at + 31 (0)20 569 56 00.

The replay of the audio webcast can be watched here.

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annual general meeting
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
Amendments articles of association
AGM 2018 English
Statutenwijzigingen AVA 2018 Dutch
AGM 2018 Explanatory notes to the proposed amendment of the articles of association
AVA 2018 Toelichting Statutenwijziging
Minutes AGM 30 March 2017
AvA notulen 30 maart 2017
Voting results 30/3/2017
Agenda AGM 2017 English
Agenda AVA 2017 Dutch
Agenda AGM additional explanatory note to agenda item 5a.
AVA 2017 aanvullende toelichting agendapunt 5a
Notice AGM 2017 English
Oproep AVA 2017 Dutch
Voting Instruction form AGM 2017
Steminstructieformulier AVA 2017
AGM minutes 31 March 2016 English
AvA notulen 31 maart 2016 Nederlands
AGM voting results 2016
AGM voting results 2015
Remuneration report extended version 2016
AvA notulen 31 maart 2016
AGM minutes 31 March 2016
AvA notulen 2 april 2015
AGM minutes 2 April 2015
AvA notulen 3 april 2014
AGM minutes 3 April 2014
Voting results AGM 2014
AvA notulen 28 maart 2013
AGM minutes 28 March 2013
EGM minutes 16 January 2013
AvA notulen 29 maart 2012
AGM minutes 29 March 2012
AvA notulen 31 maart 2011
AGM minutes 31 March 2011
AvA notulen 25 maart 2010
AGM minutes 25 March 2010
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 new 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 Holding 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 Holding 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 Holding will reasonably consult on the new situation and the potential reduction of Randstad Beheer's shareholding in Randstad, and Randstad Holding 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 Holding and Randstad Beheer will discuss potential consequences for Randstad Holding'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’). 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 share	number of outstanding	no. of voting rights during AGM
ordinary shares	183,303,552	183,303,552
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	258,633,904	192,503,552

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.

annual general meeting of shareholders.

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voting rights