General Meetings

Constitution

The validly-constituted General Meeting represents all shareholders. Decisions taken by the General Meeting are binding on all shareholders, including those not present or who voted in opposition.


Admission to the General Meeting

To be admitted to the General Meeting each holder of bearer shares must lodge his or her shares three working days prior to the meeting, at the company’s headquarters, or with establishments designated in the notification, for which a receipt will be issued. The holders of registered shares may only be admitted to the General Meeting if their shares are registered in the shareholder register at least three working days prior to the meeting’s date. Within the same period they must also notify the Board of Directors by normal letter of their intention to attend the meeting, indicating the number of shares with which they will participate in the voting. The date of postmarking is determinant in meeting this provision. No transfer of registered shares will be registered in the shareholder register of the company during the three working days preceding the General Meeting.

The holders of dematerialised shares will only be admitted to the General Meeting on the basis of depositing an affidavit drawn up by the recognised account-holder or by the   settlement body, in which the non-availability of the dematerialised shares up to the date of the General Meeting is established, at the company’s headquarters, or with establishments designated in the notification, at least three working days before the date of the meeting. 

An attendance list showing the names of the shareholders and the number of their shares must be signed by each of them or by their proxies before entering the meeting.

Convening

The Board of Directors and, in certain instances, the Auditor may convene either an Annual General Meeting or an Extraordinary or Special General Meeting. 

They must convene the Annual General Meeting on the day stipulated in the Articles of Association. The Board of Directors and the Auditor are obliged to convene an Extraordinary or Special General Meeting when one or more shareholders, who singly or together represent one fifth of the authorised stock, request it. The notification of convening must state the agenda items which will be covered at the meeting.

Notification of a General Meeting must include the agenda and is carried out in accordance with the legal provisions of Article 533 of the Company Code.
Notification will also be placed in this section and on the home page of the website. Proxy forms will be made available in each instance at the appropriate time.


More information

More information about the means of representation, the office and chairmanship, the course of the meeting, the manner of decisions being adopted and the minutes linked to the shares, can be found in Title V Articles 24 to 34 of the coordinated Articles of Association of the company dated 10 October 2008. For the time being these Articles of Association are only available in Dutch.