PostNL is required to hold an Annual General Meeting of Shareholders within six months of the end of the financial year. The agenda for this meeting includes the adoption of the financial statements, a proposal on dividend and the release from liability of the members of the Board of Management and the Supervisory Board for the performance of their respective duties during the financial year. This release only covers liability for matters reflected in the relevant financial statements or otherwise disclosed to the General Meeting of Shareholders prior to the adoption of the relevant financial statements.
General Meetings of Shareholders are held as often as the Board of Management or the Supervisory Board deem necessary, and shall be convened in case of a decision entailing a significant change in the identity or character of PostNL or its business.
Furthermore, the Supervisory Board and the Board of Management are in principle required to convene a shareholders meeting in case one or more shareholders representing at least 10% of PostNL’s issued share capital so request in writing, stating the proposed agenda in detail.
General Meetings of Shareholders may be held in Amsterdam, The Hague, Hoofddorp or in the municipality of Haarlemmermeer (Schiphol).
One or more shareholders representing at least 1% of PostNL’s issued share capital are entitled to request that the Board of Management or the Supervisory Board place items on the agenda of a General Meeting of Shareholders. Such a request must be honoured by the Board of Management or the Supervisory Board, provided that the request is received in writing at least 60 days before the date of such a meeting. In the event a request is made by one or more shareholders to either convene a meeting or to place an item on the agenda of a General Meeting of Shareholders that may result in a change of the company’s strategy, the Board of Management is entitled to a reasonable period in which to respond, which shall not exceed 180 days.
The Central Works Council of PostNL has the right to form an opinion on proposals to determine or modify the policy on the remuneration of the Board of Management, proposals that entail a significant change in the identity or character of the company or its business and proposals to appoint a member of the Supervisory Board. The Central Works Council has the right to explain its position during the General Meeting of Shareholders.
General Meetings of Shareholders are convened at least 42 days in advance by a notice published on the company’s website.
Each shareholder is entitled to attend a General Meeting of Shareholders, either in person or by written or electronic proxy, to address the meeting and to exercise voting rights, subject to the provisions of PostNL’s articles of association. An eligible shareholder has the aforementioned rights if registered as a shareholder on the applicable record date to the extent described by Dutch law.
Each PostNL share carries the right to cast one vote. Unless Dutch law or PostNL's articles of association stipulate otherwise, resolutions are passed by a simple majority of votes cast by the shareholders present or represented at the meeting. Pursuant to PostNL’s articles of association, there are no limitations to the rights of Dutch, non-resident or foreign shareholders to hold or exercise voting rights in respect of PostNL’s securities.
On 16 April 2019, PostNL held its Annual General Meeting of Shareholders in The Hague, the Netherlands. The attendance rate was 40.63% of the total outstanding share capital.
At the Annual General Meeting of Shareholders, the following resolutions were adopted:
The adoption of the 2018 financial statements
The appropriation of profit over the financial year 2018
The release of the Board of Management and Supervisory Board from liability for the performance of their respective duties during the financial year 2018
The appointment of Ms Van Lier Lels and the reappointment of Ms Menssen as members of the Supervisory Board
The reappointment of Ernst & Young Accountants LLP as accountant of PostNL for the financial years 2019 and 2020
Designation of the Board of Management to issue ordinary shares until 16 October 2020 (limited to 10% of the issued capital at the time of issue)
Designation of the Board of Management to limit or exclude pre-emptive rights to issue ordinary shares until 16 October 2020 (limited to 10% of the issued capital at the time of issue)
Authorisation of the Board of Management to have PostNL acquire its own shares until 16 October 2020 (limited to 10% of the issued capital at the time of the Annual General Meeting of Shareholders in 2019)
With respect to the last three bullets, see also the section 'Articles of association, share acquisition, reduction and increase of issued share capital' below.
The agenda, resolutions and voting results for each resolution, the presentations given during the meeting and a webcast of the meeting are available on our website in Dutch and English.
Minutes of the meeting are available in Dutch only.
In the event of PostNL’s dissolution and liquidation, the assets remaining after payment of all debts and liquidation expenses are to be distributed in the following order of preference: firstly, to the holders of all outstanding preference shares B (if any), the nominal amount paid up on these shares plus accumulated dividends for preceding years that have not yet been paid; and secondly, to holders of ordinary shares in proportion to their shareholdings.
Rights of shareholders may change by way of an amendment to the articles of association, a statutory merger or demerger within the meaning of book 2 of the Dutch Civil Code, or dissolution of the company. A resolution of the General Meeting of Shareholders is required to effect these changes. Under PostNL's articles of association, such a resolution may only be adopted upon a proposal by the Board of Management that has been approved by the Supervisory Board.
To PostNL’s knowledge, it is not directly or indirectly owned or controlled by another company or by any government. PostNL does not know of any arrangements of which the operation might, at a subsequent date, result in a change of control, except as described under ‘Foundation Continuity PostNL and preference shares B’ below.
The Financial Markets Supervision Act (Wet op het financieel toezicht) imposes a duty to disclose percentage holdings in the capital and/or underlying financial instruments and/or voting rights in the company when such holding reaches, exceeds or falls below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. Such a disclosure must be made to the Dutch Financial Markets Authority (AFM) without delay. The AFM then notifies the company.
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