Doing Business in the Netherlands 2012 - American Chamber of ...

6.5 Shareholders and General Meeting of Shareholders
� Holders of depositary receipts shall, without limitation and in
all circumstances, be entitled to attend and vote at the General
Meeting of Shareholders on the basis of a proxy.
� A proposal on the agenda of the General Meeting of
Shareholders, which is subject to shareholders’ approval or
authorization, requires a written explanation from the
Management Board.
� Material changes to the articles of association of the company
and proposals for the appointment of Management Board and
Supervisory Board members shall be presented separately to
the General Meeting of Shareholders.
� The company must offer its shareholders, as well as other
persons who are entitled to vote, the opportunity to deposit
their proxy to vote with an independent third party prior to the
General Meeting of Shareholders.
� The company must formulate a policy on the outlines of
bilateral contracts with shareholders and publish this policy on
its website.
� The profit retention/dividend policy will be placed on the
agenda of the annual meeting and changes in this policy will
be submitted thereto.
� Institutional investors must publish annually their policy on
the exercise of voting rights ensuing from shares held in listed
companies and disclose, on request, how they have voted on
specific cases.
� Shareholders must have access to the shareholders’ meeting
by webcast or telephone.
58 Baker & McKenzie