Corporate Governance Statement (continued)
Right to include items on the agenda
Participation in person, by proxy or through electronic communication
Chairman of the AGM
Report of the
Report of the
Annual Report 2016
If the Executive Board has been requested in writing not later than 60 days prior to the date of the AGM to deal with an item by one or more
shareholders who solely or jointly (i) represent at least 1% of the issued capital or (ii) at least represent a value of EUR 50 million, then the item will be
included in the convocation or announced in a similar way. A request of a shareholder for an item to be included on the agenda of the AGM needs
to be substantiated. The principles of reasonableness and fairness may allow the Executive Board to refuse the request.
The Code provides the following in best practice provision IV.4.4: "A shareholder shall exercise the right of putting an item on the agenda only after
he consulted the executive board about this. If one or more shareholders intend to request that an item be put on the agenda that may result in
a change in the company's strategy, for example through the dismissal of one or more Executive or Supervisory Board members, the Executive
Board shall be given the opportunity to stipulate a reasonable period in which to respond (the response time). This shall also apply to an intention
as referred to above for judicial leave to call a general meeting pursuant to Article 2:110 of the Dutch Civil Code. The shareholder shall respect the
response time stipulated by the Executive Board within the meaning of best practice provision II.1.9."
If the Executive Board invokes a response time, such period shall not exceed 180 days from the moment the Executive Board is informed by one
or more shareholders of their intention to put an item on the agenda to the day of the general meeting at which the item is to be dealt with.
The Executive Board shall use the response time for further deliberation and constructive consultation. This shall be monitored by the Supervisory
Board. The response time shall be invoked only once for any given general meeting and shall not apply to an item in respect of which the response
time has been previously invoked.
For each AGM, the Company shall determine a record date for the exercise of the voting rights and participation in the meeting. The record date
shall be the 28th day prior to the date of the meeting. The record date shall be included in the convocation notice, as well as the manner in which
those entitled to attend and/or vote in the meeting can be registered and the manner in which they may exercise their rights.
Only persons who are shareholders on the record date may participate and vote in the AGM.
Each shareholder is entitled, either personally or by proxy authorised in writing, to attend the AGM, to address the meeting and to exercise his or her
The Executive Board may determine that the powers set out in the previous sentence may also be exercised by means of electronic communication.
If a shareholder wants to exercise his or her rights by proxy authorised in writing, the written power of attorney must be received by the Company
no later than on the date indicated for that purpose in the convocation notice. Through its corporate website, the Company generally facilitates
that shareholders can give electronic voting instructions.
Each person entitled to vote or otherwise entitled to attend a meeting or such person's representative shall have to sign the attendance list,
stating the number of shares and votes represented by such person.
The AGM shall be presided over by the Chairman or the Vice-Chairman of the Supervisory Board, or in his absence, by one of the Supervisory Board
members present at the meeting, to be designated by them in mutual consultation. If no members of the Supervisory Board are present, the
meeting shall appoint its own chairman.
All resolutions of the AGM shall be adopted by an absolute majority of the votes cast, except for those cases in which the law or the Articles
of Association prescribe a larger majority.
Each share confers the right to one vote. Blank votes shall be considered as not having been cast.
The Executive Board may determine in the convocation notice that any vote cast prior to the AGM by means of electronic communication shall be
deemed to be a vote cast in the AGM. Such a vote may not be cast prior to the record date. A shareholder who has cast his or her vote prior to the
AGM by means of electronic communication remains entitled, whether or not represented by a holder of a written power of attorney, to participate
in the AGM.
The proceedings in the AGM shall be recorded in minutes taken by a secretary to be designated by the chairman of the meeting, which minutes shall
be signed by the chairman of the meeting and the secretary. If, in deviation of the above, a notarial record of the proceedings of the AGM is drawn
up, the chairman of the meeting shall countersign the notarial record. Upon request, the record of the proceedings of the AGM shall be submitted
to shareholders ultimately within three months after the conclusion of the meeting.