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Shareholders' Meetings

Shareholders' Meetings

Pleased to inform you

Corporate Governance

Board and Board Committees

Executive and Operational Committees

Shareholders' Meetings

Enterprise Risk Management

Governance Framework and Documents

AG真人计划 holds Annual General Meetings to inform shareholders and elect the Board of Directors. Shareholders and partners can ask questions about previous and future business activities and receive detailed information on the Company鈥檚 finances. The Board of Directors manages and controls AG真人计划.

Shareholders' meetings at a glance

If you would like to know where the Annual General Meetings or other extraordinary Shareholder Meetings of AG真人计划 are held, or how you can register to attend and vote, our overview provides answers to the most frequently asked questions about our Shareholders鈥 Meetings.

How often are Shareholders鈥 Meetings held?

Shareholders鈥 Meetings are held as often as the Board of Directors deems necessary or upon the request of shareholders who are holding, individually or together, at least 10% of the total issued share capital of the Company. The Annual General Meeting of Shareholders of the Company is held within six months of the end of the financial year.

The Board of Directors must give notice of Annual General Meetings at least 42 days before the day of the meeting through publication of a notice on the Company鈥檚 website, which will be directly and permanently accessible until the meeting. The convening notice must state the items as set out under section 2:114, paragraph 1 of the Dutch Civil Code.

Where do Shareholders鈥 Meetings take place?

Shareholders鈥 Meetings are held in Amsterdam, The Hague, Rotterdam or Haarlemmermeer (Schiphol Airport) in the Netherlands. The Board of Directors may decide that Shareholders鈥 Meetings may be attended by means of electronic or video communication devices from the locations mentioned in the convening notice.

When does the Board of Directors announce the Annual General Meeting?

The Board of Directors must announce the date of the Annual General Meeting at least 10 weeks in advance.

How can shareholders put items on the agenda?

Requests made by one or more shareholders collectively representing at least 3% of the issued share capital to put items on the agenda for the Annual General Meeting must be effected by the Board of Directors, if such requests to the Board of Directors have been made at least eight weeks prior to the date scheduled for the meeting and unless reasonableness and fairness require otherwise.

A request as referred to in the preceding paragraph may only be made in writing. The Board of Directors can decide that 鈥渋n writing鈥 is understood to include a request that is recorded electronically.

Who can attend Shareholders鈥 Meetings?

Each holder of one or more shares may attend Shareholders鈥 Meetings, either in person or by written proxy, speak and vote according to the Articles of Association. A shareholder, or another person who has the right to attend a meeting, can see to it that he or she is represented by more than one proxy holder, provided that only one proxy holder can be appointed for each share.

How to register for Shareholders鈥 Meetings?

The persons who have the right to attend and vote at Shareholders鈥 Meetings are those who are on record in a register designated for that purpose by the Board of Directors on the 28th day prior to the day of the Shareholders鈥 Meeting (the 鈥淩egistration Date鈥), irrespective of who may be entitled to the shares at the time of that meeting.

Any person entitled to exercise the rights set out in the above paragraph (either in person or by means of a written proxy) and is attending the meeting from another location in such a manner that the person acting as Chairman of the meeting is convinced that such a person is properly participating in the meeting, shall be deemed to be present or represented at the meeting and shall be entitled to vote and be counted towards a quorum accordingly.

As a prerequisite to attending the Shareholders鈥 Meeting and to casting votes, the Company, or alternatively an entity or person so designated by the Company, should be notified in writing by each holder of one or more shares (and those who derive the aforementioned rights from these shares), not earlier than the Registration Date of the intention to attend the meeting. Ultimately, this notice must be received by the Company, or alternatively an entity or person so designated by the Company, on the day mentioned in the convening notice.

What about shareholders holding their shares through Euroclear France S.A.?

Shareholders holding their AG真人计划 shares through Euroclear France S.A. who wish to attend Shareholders鈥 Meetings will have to request from their financial intermediary or account holder an admission card and be given a proxy to this effect from Euroclear France S.A. in accordance with the instructions specified by the Company in the convening notice. For this purpose, a shareholder will also be able to request that it be registered directly (and not through Euroclear France S.A.) in the register of the Company. However, only shares registered in the name of Euroclear France S.A. may be traded on stock exchanges.

In order to exercise their voting rights, the shareholders will also be able, by contacting their financial intermediary or account holder, to give their voting instructions to Euroclear France S.A. or any other person designated for this purpose, as specified by the Company in the convening notice.

Are there any electronic means of attendance?

In accordance with its Articles of Association, AG真人计划 may provide for electronic means of attendance, speaking and voting at the Shareholders鈥 Meetings. The use of such electronic means will depend on the availability of the necessary technical means and market practice.

Which majority or quorum is necessary to adopt a resolution?

All resolutions are adopted by means of a simple majority of the votes cast, except when a qualified majority is prescribed by the Articles of Association or by Dutch law. No quorum is required for any Shareholders鈥 Meeting to be held.

Dutch law requires a special majority for the passing of certain resolutions: inter alia, capital reduction, exclusion of pre-emption rights in connection with share issues, statutory mergers or statutory de-mergers. The passing of such resolutions requires a majority of two-thirds of the votes cast if 50% of the share capital with voting rights is not present at the meeting (or otherwise a simple majority).

In addition, resolutions to amend the Articles of Association or to dissolve the Company may only be adopted with a majority of at least two-thirds of the valid votes cast at a Shareholders鈥 Meeting, whatever the quorum present at such meeting.

What happens if shares are subject to a pledge?

Pledgees of shares and beneficiaries of a usufruct, who do not have voting rights, do not have the right to attend and to speak at Shareholders鈥 Meetings. The owners of shares which are subject to a pledge or a usufruct, who do not have voting rights, are entitled to attend and to speak at Shareholders鈥 Meetings.

How many votes do shareholders have?

In all Shareholders鈥 Meetings, each shareholder has one vote for each share held. The major shareholders of AG真人计划 鈥 as set forth in section 3.3.2 鈥淩elationships with Principal Shareholders鈥 of the Registration Document 鈥 do not enjoy different voting rights from those of the other shareholders.

A shareholder whose shares are subject to a pledge or usufruct shall have the voting rights attached to such shares, unless otherwise provided by law or by the Articles of Association, or if, in the case of a usufruct, the shareholder has granted voting rights to the usufructuary. According to the Articles of Association and subject to the prior consent of the Board of Directors, a pledge of shares in the Company may be granted the right to vote in respect of such pledged shares.

Article 25 (paragraph 2 and 3) of the Articles of Association provides that:

鈥淭he right to vote can be granted to an usufructuary. The right to vote can be granted to a pledgee but only with the prior consent of the Board of Directors. No vote may be cast at the General Meeting of Shareholders on a share that is held by the Company or a subsidiary; nor for a share in respect of which one of them holds the depositary receipts.

Usufructuaries and pledgees of shares that are held by the Company or its subsidiaries are, however, not excluded from their voting rights, in case the right of usufruct or pledge was vested before the share was held by the Company or its subsidiary.鈥

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