General Meetings of Shareholders 2012

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Corporate Governance Grontmij - General Meetings of Shareholders

General Meetings of Shareholders 2012

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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: