Fugro

Notice and information on attending the Annual General Meeting of Fugro N.V.



Fugro N.V. (‘Fugro’) invites its shareholders and holders of certificates of shares (depositary receipts) to attend the Annual General Meeting (‘AGM’), to be held at The Hague Marriott Hotel, Johan de Wittlaan 30, 2517 JR The Hague, The Netherlands, on Thursday 26 April 2018 at 2.00pm (CET).

Agenda

  1. Opening and notifications
  2. Report of the Supervisory Board for the year 2017
    1. Report (for discussion)
    2. Application of the remuneration policy in 2017 (for discussion)
  3. Report of the Board of Management for the year 2017 (for discussion)
  4. Implementation of the corporate governance code in 2017 (for discussion)
  5. Adoption of the 2017 Financial Statements (for resolution)
  6. Discharge
    1. Discharge of the members of the Board of Management for their management (for resolution)
    2. Discharge of the members of the Supervisory Board for their supervision (for resolution)
  7. Remuneration Board of Management: Approval of a one-time grant of restricted shares* as payment of the annual bonus for 2017 (for resolution)
  8. Reappointment of auditor to audit the 2019 Financial Statements (for resolution)
  9. Composition of the Board of Management: Reappointment of Mr. P.A.H. Verhagen (for resolution)
  10. Composition of the Supervisory Board
    1. Reappointment of Mr. A.J. Campo (for resolution)
    2. Reappointment of Mr. D.J. Wall (for resolution)
  11. Authorisation of the Board of Management to:
    1. grant or issue (rights to acquire) shares* (for resolution)
    2. limit or exclude pre-emption rights in respect of shares* (for resolution)
  12. Authorisation of the Board of Management to repurchase own shares* (for resolution)
  13. Any other business
  14. Closing of the meeting

*The term ‘shares’ as used in this notice should, with respect to ordinary shares issued by Fugro N.V., be construed to include certificates of shares (also referred to as ‘share certificates’ or ‘depositary receipts’ for shares), unless the context otherwise requires or unless it is clear from the context that this is not the case.

Meeting documents (as from today available on the website: https://www.fugro.com/about-fugro/corporate-governance/shareholder-meetings and, free of charge, at the office of Fugro)

  • Notice and information on attending the AGM
  • Agenda with the explanatory notes
  • Annual Report 2017
  • Main elements management services agreement with Mr. Paul Verhagen
  • Total outstanding share capital and voting rights
  • Power of attorney, voting instruction and reply form for holders of shares
  • Power of attorney and voting instruction for holders of certificates of shares
  • Route description The Hague Marriott Hotel

Information on attending the AGM

Record Date
You may attend the AGM if, on Thursday 29 March 2018 after closing of the books (the ‘Record date’), you are holder of Fugro shares or certificates of shares and meet the notification conditions below.

Notification
Holders of shares registered in the shareholders’ register
Holders of shares, who wish to attend the AGM either in person or by proxy, must notify Fugro through www.abnamro.com/evoting as from 30 March 2018 till no later than Thursday 19 April 2018 at 5.30pm (CET). Holders of shares will then receive from ABN AMRO an admission document for the AGM by e-mail. This admission document must be presented when registering for the meeting. Holders of shares can also request a reply form (also to be used as power of attorney and voting instruction) at ABN AMRO Bank N.V (‘ABN AMRO’), department Corporate Broking (email: corporate.broking@nl.abnamro.com, telephone number +31 20 344 2000). This form is also available on https://www.fugro.com/about-fugro/corporate-governance/shareholder-meetings.

Holders of certificate of shares (held via the giro system)
Holders of certificates of shares, who wish to attend the AGM either in person or by proxy, must notify through the intermediary responsible for administering their certificates or through www.abnamro.com/evoting as from 30 March 2018 till no later than Thursday 19 April 2018 at 5.30pm (CET). Holders of certificates of shares will then receive from ABN AMRO, through their intermediary, an admission document for the AGM by e-mail. This admission document must be presented when registering for the meeting.

Intermediaries
Intermediaries must, no later than Friday 20 April 2018 at 5.30pm (CET), present a statement to ABN AMRO via www.abnamro.com/intermediary identifying the number of certificates of shares held by the holder on the Record Date which are to be presented for registration for the AGM. In addition, intermediaries are requested to include the full address details of the relevant holders in order to be able to verify the holding of certificates of shares on the Record Date in an efficient manner.

Proxies
Holders of shares
Holders of shares who wish to have themselves represented by a proxy (whether or not including a voting instruction), must register as described above and deposit a power of attorney. For this purpose, they can use the power of attorney printed on the admission document received from ABN AMRO or the power of attorney available on https://www.fugro.com/about-fugro/corporate-governance/shareholder-meetings.

Certificate holders
Holders of certificates of shares who wish to have themselves represented by a proxy (whether or not including a voting instruction), must register as described above and deposit a power of attorney. For this purpose, they can use the power of attorney printed on the admission document received from ABN AMRO or the power of attorney available on https://www.fugro.com/about-fugro/corporate-governance/shareholder-meetings.

Proxies must be received by Fugro (attn. Mr. W.G.M. Mulders, P.O. Box 41, 2260 AA Leidschendam, The Netherlands fax +31 (0)70 3202703 or, preferably, by e-mail: w.mulders@fugro.com) no later than Thursday 19 April 2018 at 5.30pm (CET).

Electronic proxy including voting instruction for holders of shares
Holders of shares may grant an electronic power of attorney including a voting instruction via www.abnamro.com/evoting to SGG Financial Services B.V. in Amsterdam no later than Thursday 19 April 2018 at 5.30pm (CET).

Electronic proxy including voting instruction for certificate holders
Holders of certificates of shares may grant an electronic power of attorney including a voting instruction via www.abnamro.com/evoting to SGG Financial Services B.V. in Amsterdam no later than Thursday 19 April 2018 at 5.30pm (CET).

Fugro Trust Office Foundation (Stichting Administratiekantoor Fugro)
A certificate holder’s notification to attend the AGM will be treated as a request to the Fugro Trust Office Foundation to grant a proxy to vote in respect of the number of (underlying) shares for which certificates have been issued to the holder (as stated in the admission document mentioned above). Such certificate holders may exercise their voting rights provided that they attend the AGM either in person or by proxy and taking into account the provisions of section 2:118a of the Dutch Civil Code. The Board of Fugro Trust Office Foundation has the intention to attend the AGM and to vote the shares for which it carries out the administration, insofar as certificate holders (or their proxies) do not use the aforementioned proxy to vote or insofar as section 2:118a paragraph 2 of the Dutch Civil Code is applied.

Registration for admission and identification
The AGM starts at 2.00pm (CET). Registration for admission to the AGM will take place on 26 April 2018 from 1.00pm until 1.55pm (CET). After this time registration is no longer possible. Participants of the AGM should carry a valid identification document and to show this upon request.

Leidschendam, 13 March 2018

Board of Management Fugro N.V.
Board of Fugro Trust Office Foundation

Message details

Sub-group Equities
Issuer Fugro
Category Meeting
ISIN NL0000352565
Symbol FUR
Securities name Ordinary shares
Publication date March 13 2018

Downloads

Agenda AGM Fugro NV.pdf