3.2.5General Meeting of Shareholders

Annually within six months after the end of the financial year, the Annual General Meeting (AGM) shall be held. The agenda for this meeting generally includes the following standard items :

  • The report of the Management Board concerning the Company’s affairs and the management as conducted during the previous financial year
  • The report of the Supervisory Board and its committees
  • The remuneration report for an advisory vote
  • The adoption of the Company’s Financial Statements, the allocation of profits and the approval of the dividend
  • The discharge of the Management Board and of the Supervisory Board
  • Corporate Governance
  • The delegation of authority to issue shares and to restrict or exclude pre-emptive rights
  • The delegation of authority to purchase own shares
  • The composition of the Supervisory Board and of the Management Board

In addition, certain specific topics may be added to the agenda by the Supervisory Board.

Proposals to the agenda of General Meetings of Shareholders can be made by persons who are entitled to attend General Meetings of Shareholders, solely or jointly representing shares amounting to at least 1% of the issued share capital, or with a market value of at least EUR50 million. Proposals of persons who are entitled to attend the shareholders meetings will only be included in the agenda if such proposals are made in writing to the Management Board not later than sixty days before that meeting.

With reference to the articles of association, all shareholders are entitled, either personally or by proxy authorized in writing, to attend the General Meeting of Shareholders, to address the General Meeting of Shareholders and to vote. The articles of association do not provide for any limitation of the transferability of the ordinary shares and the voting rights of shareholders are not subject to any limitation.

At the General Meeting of Shareholders, each ordinary share with a nominal value of EUR0.25 each shall confer the right to cast one (1) vote. Each protective preference share with a nominal value of EUR0.25 each shall confer the right to cast one (1) vote, when issued. None of the protective preference shares have been issued to date. Unless otherwise required by law or the articles of association of the Company, all resolutions shall be adopted by an absolute majority of votes. The General Meeting of Shareholders may adopt a resolution to amend the articles of association of the Company by an absolute majority of votes cast, but solely upon the proposal of the Management Board, subject to the approval of the Supervisory Board. The articles of association are reviewed on a regular basis and were last amended in April 2016.

Due to COVID-19, the 2020 AGM was held virtually. 128,140,565 ordinary shares participated in the voting, equal to 64.50% (2019: 66.92%) of the then total outstanding share capital of 198,671,305 ordinary shares. With the exception of the proposal to implement the legally required changes to the Management Board Remuneration Policy to comply with legislation implementing the EU Shareholder Rights’ Directive in The Netherlands, all proposed resolutions were adopted. The outcome of the voting of the meeting was posted on the Company’s website on the day following the 2020 AGM. A proposal for a new Management Board remuneration policy will be submitted to the 2021 AGM.