Corporate Governance Grontmij - General Meetings of Shareholders 

General Meetings of Shareholders 2012

A General Meeting of Shareholders (GMS) is organised within six months of the end of the financial year. Further shareholders’ meetings may be held at the request of the Executive or Supervisory Boards, without prejudice to the provisions of Sections 110-112 of Book 2 of the Dutch Civil Code. Shareholders or holders of depositary receipts who, on their own or together, represent no less than 1% of the Group’s issued share capital or whose shares or depositary receipts have a market value of at least € 2 million, are entitled to request the Executive or Supervisory Boards to put items on the agenda.

The GMS appoints members of both the Supervisory and Executive Boards, usually following a non-binding nomination from the Supervisory Board. If no such nomination has been submitted or if the GMS wishes to deviate from such nomination, the decision must be taken by an absolute majority of the votes cast, representing at least one-third of Grontmij’s issued share capital. When appointing a member of the Executive Board or Supervisory Board, votes may only be cast for candidates whose names are stated in the agenda or notes to it. The GMS may further at all times suspend and dismiss both members of the Supervisory Board and the Executive Board. A resolution of the GMS to suspend or remove a member of the Supervisory Board or Executive Board, other than in accordance with a proposal of the Supervisory Board, shall require an absolute majority of the votes cast representing at least one-third of the company’s issued share capital. Any member of the Executive Board may also be suspended at any time by the Supervisory Board. A suspension by the Supervisory Board may at all times be lifted by the GMS.

The GMS may only decide to amend the Group’s Articles of Association based on a proposal presented by the Executive Board that has been approved by the Supervisory Board. Any amendment requires an absolute majority.

The procedures for appointing and suspending and dismissing members of the Executive and Supervisory Boards, and the rules governing amendments to the Articles of Association, are set out in Grontmij’s Articles of Association, which can be found on our website.

Annual General Meeting of Shareholders, 9 May 2012

As at 28 March 2012:

  • the issued share capital consists of 21,322,500 ordinary shares
  • 21,043,948 depositary receipts for those shares are issued
  • 21,322,500 voting rights are attached to the shares

Notice
Convocation
Oproeping

Documents
Voting Instruction
Written Proxy
Steminstructie
Schriftelijke Volmacht

Presentation
Presentation Annual General Meeting of Shareholders, 9 May 2012

Audio webcast
Audio webcast Annual General Meeting of Shareholders, 9 May 2012 (English)
Audio webcast Algemene Vergadering van Aandeelhouders, 9 mei 2012 (Nederlands)

Appendix to agenda item 3
Annual Report 2011

Appendix to agenda item 7a
7a Explanation of financial restructuring

Appendix to agenda item 7b
Explanatory Notes To The Proposed Amendment Of The Articles Of Association I
Proposal To Amend The Articles Of Association I
Toelichting voorstel tot statutenwijziging I
Voorstel Tot Statutenwijziging I

Appendix to agenda item 8
Explanatory Notes To The Proposed Amendment Of The Articles Of Association II
Proposal To Amend The Articles Of Association II
Toelichting voorstel tot statutenwijziging II
Voorstel Tot Statutenwijziging II

Voting results
Voting results, 9 May 2012
Stemresultaten, 9 mei 2012

Webcast
Webcast of the annual General Meeting of Shareholders on 9 May 2012.



Extraordinary General Meeting of Shareholders, 9 March 2012

As at 27 January 2012:

  • the issued share capital consists of 21,322,500 ordinary shares
  • 21,043,948 depositary receipts for those shares are issued
  • 21,322,500 voting rights are attached to the shares


Notice

Notice (English)

Oproeping (Dutch)


CV's

CV of Mr Jan van der Zouw (English)

CV van de heer Jan van der Zouw (Dutch)


CV of Mr Michiel Jaski (English)

CV van de heer Michiel Jaski (Dutch)


CV of Mr Frits Vervoort (English)

CV van de heer Frits Vervoort (Dutch)



Documents

Voting instruction (English)

Written Proxy (English)

Steminstructie (Dutch)

Schriftelijke Volmacht (Dutch)



Presentation

Presentation Extraordinary General Meeting of Shareholders, 9 March 2012


Voting results

Voting results, 9 March 2012

Stemresultaten, 9 maart 2012


Webcast

Webcast of the Extraordinary General Meeting of Shareholders, 9 March 2012

Corporate Governance Grontmij - General Meetings of Shareholders

Suzan van Nieuwkuyk Suzan van Nieuwkuyk
Company Secretary, Grontmij N.V.
+31 30 220 75 39