The role of the General Meeting of Shareholders
An Annual General Meeting of Shareholders (AGM) is organised within six months of the end of the financial year. Further shareholders’ meetings, Extraordinary Meetings of Shareholders (EGM), 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 who, on their own or together, represent no less than 1% of the Group’s issued share capital or whose shares 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 AGM or EGM 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 AGM or EGM 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 AGM/EGM may further at all times suspend and dismiss both members of the Supervisory Board and the Executive Board. A resolution of the AGM/EGM 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 AGM/EGM.
The AGM/EGM 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 downloaded on the right side of this page.
Annual General Meeting of Shareholders, 23 May 2013
As at 11 April 2013:
- the issued share capital consists of 63,967,500 ordinary shares
- 63,967,500 voting rights are attached to the shares
- following the termination of the administration of shares in 2012, there remains the limited number of 280 depositary receipts that are issued for those shares
Grontmij Annual Report 2012 - Full version
Grontmij Annual Report 2012 - Images only
Grontmij Annual Report 2012 - Text version
CV of Mrs K.L Dorrepaal (English)
CV van mevrouw K.L Dorrepaal (Dutch)
CV of Mr A. Jonkman (English)
CV van de heer A. Jonkman (Dutch)
Registration for the audiowebcast
Register here for the audiowebcast of the Annual General Meeting of Shareholders on 23 May 2013