At least once a year, ARCADIS NV convenes a shareholder meeting. Meetings are convened by the Executive or Supervisory Board. Meetings can also be convened at the request of shareholders jointly representing at least ten percent of the Company’s issued share capital. Shareholders that hold such minimum percentage of shares as provided in the Dutch Civil Code (currently at least one percent of the issued share capital or shares representing a value of at least €50 million) may submit, at least 60 days prior to a scheduled meeting, a proposal to place items on the agenda of the meeting. Each shareholder is entitled to attend shareholder meetings in person or be represented by written proxy and to exercise voting rights with due observance of the provisions in the Articles of Association. Each outstanding share entitles the holder to one vote. Resolutions of the General Meeting are adopted by simple majority unless the Articles of Association or the law provide(s) otherwise. ARCADIS advocates active shareholder participation at shareholders meetings. Since 2007, the Articles of Association allow for communication and voting by electronic means.
The main powers of the General Meeting are:
(i) To adopt the annual accounts;
(ii) To decide on payment of dividend;
(iii) To appoint and dismiss the external auditor;
(iv) To appoint, suspend, and dismiss members of the Executive and Supervisory Boards;
(v) To determine the remuneration of the Supervisory Board;
(vi) To adopt the remuneration policy for the Executive Board;
(vii) To resolve on the issuance of shares and the grant of rights to acquire shares (options), as well as to exclude or limit related pre-emptive rights (options), or to delegate such authorities to the Executive Board for a certain period;
(viii) To authorize the Executive Board to have the Company acquire shares in its own share capital;
(ix) To cancel shares;
(x) To amend the Articles of Association or to liquidate the Company.
Some of the powers of the General Meeting set out above are subject to approval by the Supervisory Board, the Priority Foundation and/or a proposal by the Executive Board.
In line with section 2:107a of the Dutch Civil Code the General Meeting has the right to approve decisions of the EB that result in an important change in the identity or character of the Company or its enterprise, including in any case:
(i) the transfer of the business of the Company or almost the entire business of the Company to a third party;
(ii) the entry into or breaking off of any long-term co-operation of the Company or any subsidiary of the Company with another legal entity or partnership or as a fully liable partner in a partnership, if such co-operation or breaking off thereof is of far-reaching significance for the Company;
(iii) the acquisition or disposal of a participating interest by the Company or by a subsidiary of the Company in the capital of another company with a value of at least one third of the assets in accordance with the consolidated balance sheet with explanatory notes in accordance with the most recently adopted annual accounts of the company.