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