When is the General meeting of shareholders (GMS) scheduled?
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The works council must be notified approximately 30 days before the day of convocation of certain resolutions intended
If there is a Works Council:
The Works Council must, in a timely manner, before the date of convocation be given the opportunity to:
- render its advice to the corporate body that submits to the GMS the proposal to:
- adopt the remuneration policy
- set out its position on proposed resolutions of the GMS to:
- approve important management board resolutions (S. 2:107a Dutch Civil Code)
- appoint, suspend and dismiss managing directors and supervisory directors
Any request from shareholders to place an item on the agenda must have been received no later than 60 days before the GMS
The Dutch Corporate Governance Code provides for a response time for the management board in the event 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 management or supervisory board members. If the management board invokes a response time, such period may not exceed 180 days. See further Best practice provision 4.1.6 and 4.1.7.
Convocation primarily by electronic means (website)
Content of the convening notice:
- Agenda
- Time and place of the GMS
- Procedure for proxy holders
- Explanation of the procedure for participation in a GMS and, if applicable, how to exercise voting rights using electronic means of communication
- Record date
- Company’s website address
The website must also state the total number of shares and voting rights on the day of the convocation, the documents, draft resolutions/explanatory notes that are presented to the GMS, and the draft resolutions proposed by the shareholders. This information must be kept available on the website for at least one year.
If a proposal to amend the articles of association will be scheduled, this should be send to the Dutch Authority for the Financial Markets and the stock exchange on this 42nd day before the GMS ultimately.
If the appointment of the auditor will be scheduled, this should be communicated to the Dutch Authority for the Financial Markets, on this 42nd day before the GMS ultimately.
The mandatory record date (R) is set at exactly 28 days before the GMS
The right of shareholders to participate in a GMS and cast votes is determined on the basis of the shares held by them at a specified date prior to the GMS (the record date). This date has been set by law to be the 28th day before the GMS.
If the total number of shares and voting rights has changed since the date of the convocation, this must be published on the website. Publication must be made on the first business day after the record date.
General Meeting of Shareholders
If there is a Works Council:
The works council has the right to explain its advice or its position during the GMS; to the extent it is related to matters regarding which it has adviced or set out its position as referred to above.
The voting results must be published on the website no later than 15 days after the GMS
Voting results: the number of shares in respect of which valid votes have been cast, the percentage of the capital represented this way, the total number of validly cast shares and the number of votes in favour and against a proposal and the abstentions. This information must be kept available on the website for at least one year.
When the votes are cast electronically the company must, as from 3 September 2020, send an electronic confirmation of receipt of the votes to the person that casts the vote.
The draft minutes of the GMS must also be published on the website
The minutes can be adopted after expiry of a three-month period after publication of the draft minutes.
Vote confirmation
This is the last day a shareholder may request the company to confirm that his/her votes at the GMS have been validly recorded and counted.
Identification round by NV: as of {{ dateMinus60 | date : 'd MMMM yyyy' }} up to and including {{ dateExact | date: 'd MMMM yyyy' }}
Request for identification by shareholders ≥ 10%: as of {{ dateMinus60 | date : 'd MMMM yyyy' }} to {{ dateMinus42 | date : 'd MMMM yyyy' }}
Request of shareholders ≥ 1% (or holding shares representing at least € 250,000) to send information: up to and including seven business days before {{ dateExact | date: 'd MMMM yyyy' }}
Questions about this timeline?
Please contact Joyce Leemrijse
020 674 1312
joyce.leemrijse@allenovery.com
