Annual General Meeting 2021

Resolutions and votes cast

Annual General Meeting of Shareholders 2021

The Annual General Meeting of Shareholders (AGM) took place on Thursday 6 May 2021 and was held virtually in view of the Covid-19 measures and in line with effective emergency legislation.

The shareholders or shareholder representatives voted with 73.52% of the issued share capital entitled to vote. Number of votes per share is 1 and the number of outstanding shares on 8 April 2021, the record date, was 216,696,821.

Summary of the resolutions passed at the AGM and the outcome of the voting (percentages are rounded to two decimal places).

Agenda item 2

The amendment of the Articles of Association was adopted.

  For Against Abstain Total
Votes 158,034,807 1,253,156 16,769 159,304,732
% 99.21 0.79   100.00

Agenda item 3

The Managing Board explained the Annual Report for 2020.

Agenda item 4

The general meeting has given positive advice on the Remuneration Report.

  For Against Abstain Total
Votes 144,681,384 10,165,577 4,457,815 159,304,776
% 93.44 6.56   100.00

Agenda item 5

The Financial Statements for 2020 were adopted.

  For Against Abstain Total
Votes 157,866,339 451 1,437,986 159,304,776
% 100.00 0.00   100.00

Agenda item 6a

The reserve policy and dividend policy were explained.

Agenda item 6b

The dividend per ordinary share to be paid for 2020 being €2.40 was adopted.

  For Against Abstain Total
Votes 157,126,687 2,173,568 4,521 159,304,776
% 98.64 1.36   100.00

Agenda item 7a

The current and former members of the Managing Board were released from liability in respect of their managerial activities.

  For Against Abstain Total
Votes 154,433,736 4,346,027 525,013 159,304,776
% 97.26 2.74   100.00

Agenda item 7b

The current and former members of the Supervisory Board were released from liability in respect of their supervisory role.

  For Against Abstain Total
Votes 154,433,847 4,346,032 524,897 159,304,776
% 97.26 2.74   100.00

Agenda item 8

Dimitri de Vreeze was reappointed as member of the Managing Board.

  For Against Abstain Total
Votes 158,812,456 157,053 335,267 159,304,776
% 99.90 0.10   100.00

Agenda item 9a

Frits van Paasschen was reappointed as member of the Supervisory Board.

  For Against Abstain Total
Votes 156,717,729 2,251,740 335,307 159,304,776
% 98.58 1.42   100.00

Agenda item 9b

John Ramsey was reappointed as member of the Supervisory Board.

  For Against Abstain Total
Votes 151,049,321 7,918,625 336,830 159,304,776
% 95.02 4.98   100.00

Agenda item 9c

Carla Mahieu was appointed as member of the Supervisory Board.

  For Against Abstain Total
Votes 140,195,339 19,097,501 11,936 159,304,776
% 88.01 11.99   100.00

Agenda item 9d

Corien M. Wortmann-Kool was appointed as member of the Supervisory Board.

  For Against Abstain Total
Votes 157,454,037 1,080,722 770,017 159,304,776
% 99.32 0.68   100.00

Agenda item 10

The external auditor was reappointed.

  For Against Abstain Total
Votes 157,139,612 1,905,927 259,237 159,304,776
% 98.80 1.20   100.00

Agenda item 11a

The Managing Board was authorized to issue up to 10% ordinary shares and to exclude pre-emptive rights.

  For Against Abstain Total
Votes 141,383,376 17,908,884 12,516 159,304,776
% 88.76 11.24   100.00

Agenda item 11b

The Managing Board was authorized to issue an additional 10% ordinary shares in connection with a rights issue.

  For Against Abstain Total
Votes 144,409,239 14,882,057 13,480 159,304,776
% 90.66 9.34   100.00

Agenda item 12

Authorization was granted to the Managing Board to have the company repurchase own shares.

  For Against Abstain Total
Votes 157,495,735 1,633,052 175,989 159,304,776
% 98.97 1.03   100.00

Agenda item 13

The meeting resolved to reduce the issued capital by cancellation of own shares up to a maximum of the number that is or will be bought by the company.

  For Against Abstain Total
Votes 158,420,054 867,964 16,758 159,304,776
% 99.46 0.54   100.00

Published 06 May 2021

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