Boskalis Westmin.

Annual General Meeting of Shareholders



Agenda for the Annual General Meeting of Shareholders (“AGM”) of Royal Boskalis Westminster N.V. (the “Company”) to be held on Wednesday 8 May 2019, at 14:30 hours CET at the offices of the Company, Rosmolenweg 20, 3356 LK Papendrecht

AGENDA

  1. Opening

  2. Discussion of the Annual Report of the Board of Management relating to the Company’s affairs and management activities in the financial year 2018

  3. Execution remuneration policy 2018


    1. Discussion and adoption of the Financial Statements for the financial year 2018 (vote)
    2. Discussion of the report of the Supervisory Board

    1. Appropriation of the profit or loss for 2018
    2. Dividend proposal (vote)

  4. Discharge of the members of the Board of Management in respect of the management activities of the Board of Management over the past financial year (vote)

  5. Discharge of the members of the Supervisory Board for the supervision of the management activities of the Board of Management over the past financial year (vote)


    1.  Nomination of appointment of Mrs. J.A. Tammenoms Bakker as member of the Supervisory Board (vote)
    2. Nomination of appointment of Mr. D.A. Sperling as member of the Supervisory Board (vote)
    3. Nomination of reappointment of Mr. J. van der Veer as member of the Supervisory Board (vote)
    4. Nomination of reappointment of Mr. J.N. van Wiechen as member of the Supervisory Board (vote)


    1. Nomination of appointment of Mr. C. van Noort as member of the Board of Management (vote)
    2. Nomination of reappointment of Mr. P.A.M. Berdowski as member of the Board of Management (vote)
    3. Nomination of reappointment of Mr. T.L. Baartmans as member of the Board of Management (vote)

  6. Authorization to the Board of Management to have the Company acquire ordinary shares in the capital of the Company (vote)

  7. Proposal for cancelling the repurchased ordinary shares in the capital of the Company (vote)

  8. Any other business

  9. Close

Papendrecht / Sliedrecht, 27 March 201
Supervisory Board and Board of Management

Agenda
The agenda and explanatory notes will be posted on the website of the Company (www.boskalis.com) from 27 March 2019 onwards and will, with effect from the same date be available for inspection and obtainable free of charge at the offices of the Company (tel. +31 78 696 9134) and at ABN AMRO Bank N.V. (“ABN AMRO”) (tel. +31 20 344 2000 and e-mail: corporate.broking@nl.abnamro.com).

Registration date
In accordance with the statutory provisions of the Dutch Civil Code, shareholders entitled to attend and vote at the AGM, are the persons who (i) are registered as shareholder in one of the (sub)registers as described below on Wednesday 10 April 2019 (the “Registration Date”), after all debit and credit entries have been handled as per the Registration Date and (ii) in addition have registered themselves in the manner mentioned below. The designated (sub)registers are the administration records of the intermediaries in the meaning of the Securities Giro Act (Wet Giraal Effectenverkeer) and the shareholders’ register of the Company.

Registration
The convocation is intended for holders of registered shares as well as, holders of rights of usufruct and pledgees with voting rights in respect of these shares and for whom written notification of registration, accompanied where applicable by written power of attorney, has been received no later than Wednesday 1 May 2019 at 17.00 hours CET by the Board of Management of the Company (Rosmolenweg 20, 3356 LK Papendrecht / postal address: PO Box 43, 3350 AA Papendrecht). The notice also applies to holders of bearer shares as well as, holders of rights of usufruct or pledge on those shares with voting rights who have registered their shares from Thursday 11 April 2019 until at the latest Wednesday 1 May 2019 at 17.00 hours CET at ABN AMRO. With the registration, a confirmation has to be provided of one of the intermediaries which indicates the number of shares held by the relevant holder at the Registration Date and that have been registered for application, as well as an electronic or written power of attorney, if applicable. The confirmation of registration issued by ABN AMRO will serve as proof of entry for the meeting.

Powers of Attorney and voting instructions
A shareholder or holder of a right of usufruct or pledge, who does not wish to attend the AGM in person, may grant an electronic or written power of attorney and voting instructions to a third person to vote at the AGM on his behalf. In such case, the shareholder shall have to register his shares in the manner as described above together with an (electronic) copy of the power of attorney. The shareholder may grant an electronic power of attorney and voting instruction(s) to R.A. Punt-Huizer or another office member of NautaDutilh N.V. via www.abnamro.com/evoting from Thursday 12 April 2018 until Wednesday 1 May 2019 at 17.00 hours CET at the latest. The shareholder may also notify the Company of a written power of attorney at the following e-mail address: else.buijs@boskalis.com. A template of the power of attorney can be obtained free of charge at the offices of the Company (tel. +31 78 696 9134) and through the website of the Company ( www.boskalis.com ). Prior to the AGM, the confirmation statement of registration as well as a copy of the written power of attorney shall have to be handed in by the authorized person at the registration desk.

Identification
Persons entitled to attend the AGM may be requested to identify themselves at the Registration Desk prior to admission to the AGM and are therefore requested to bring a valid identity document.

Issued capital and voting rights of the Company
At the day of this convocation the Company has an issued share capital of EUR 1,353,783.38 consisting of 135,378,338 ordinary shares with a nominal value of EUR 0.01 each. The number of voting rights at that day amounts to 134,038,462.

Social media and mobile phones
It is not permitted to use mobile phones, other means of communication or social media during the AGM.

Message details

Sub-group Equities
Issuer Boskalis Westmin.
Category Meeting
ISIN NL0000852580
Symbol BOKA
Securities name Ordinary shares
Publication date March 27 2019

Downloads

Explanatory notes to the Agenda.pdf