Notice AGM 2019 randstad holding nv

Notice convening the Annual General Meeting of Shareholders of Randstad N.V. to be held on Tuesday March 26, 2019 at 3.00pm CET at the head office of Randstad, Diemermere 25, 1112 TC Diemen, the Netherlands


  1. Opening

    1. Report of the Executive Board and report of the Supervisory Board for the financial year 2018
    2. Account for application of the remuneration policy in 2018
    3. Proposal to adopt the financial statements 2018
    4. Explanation of the policy on reserves and dividends
    5. Proposal to determine the regular dividend over the financial year 2018
    6. Proposal to determine a special dividend over the financial year 2018

    1. Discharge of liability of the members of the Executive Board for the management
    2. Discharge of liability of the members of the Supervisory Board for the supervision of the management

    1. Proposal to appoint Rebecca Henderson as member of the Executive Board
    2. Proposal to appoint Karen Fichuk as member of the Executive Board

    1. Proposal to reappoint Jaap Winter as member of the Supervisory Board
    2. Proposal to reappoint Barbara Borra as member of the Supervisory Board
    3. Proposal to reappoint Rudy Provoost as member of the Supervisory Board

    1. Proposal to extend the authority of the Executive Board to issue shares and to restrict or exclude the preemptive right to any issue of shares
    2. Proposal to authorize the Executive Board to repurchase shares
    3. Proposal to cancel repurchased shares

  2. Proposal to reappoint Stépan Breedveld as board member of Stichting Administratiekantoor Preferente Aandelen Randstad

  3. Proposal to reappoint Deloitte Accountants BV as external auditor for the financial year 2020

  4. Any other business

  5. Closing

The full agenda with explanatory notes and a copy of the annual report & accounts 2018 are available at the o‚ices of the company and can be accessed via the website www.randstad.com. Copies of these can also be obtained there free of charge, and via ABN AMRO Bank N.V. (“ABN AMRO”) by telephone: +31 (0)20 344 2000 or by email: corporate.broking@nl.abnamro.com.

record date
For this meeting those who (i) on February 26, 2019 after processing of all entries and deletions, are registered as at this date (the “Record Date”) in one of the registers below; and (ii) have submitted their application to attend, will be considered as having the right to vote and to attend the meeting.

In respect of shareholders the records of the intermediaries as defined in the Securities Giro Act (“Intermediaries”) showing those entitled to these shares as at the Record Date have been designated as (sub)registers.

Shareholders who wish to attend this meeting may apply in writing from February 26, 2019 up to and including March 20, 2019 (before 5.00pm) at the latest to the Intermediaries at which their shares are administered. Not later than March 22, 2019 (before 12.00 noon) the Intermediaries are to provide ABN AMRO Bank N.V. (“ABN AMRO”) via https://corporatebroking.abnamro.com/intermediary with an electronic statement that includes the number of shares held on the Record Date by the ultimate beneficial holder concerned and which have been applied for registration. In addition, the Intermediairies are requested to include the full address details of the relevant ultimate beneficial holders in order to be able to verify the shareholding on the Record Date in an e‚icient manner. ABN AMRO will send these shareholders an admission ticket via the relevant Intermediary.

Shareholders who wish to be represented at the meeting must – without prejudice to the above application requirement – send their proxy in writing not later than March 20, 2019 (before 5.00pm) to ABN AMRO or to the Executive Board of Randstad N.V., PO Box 12600, 1100 AP Amsterdam or by fax: +31 (0)20 569 1269 or by email: jelle.miedema@randstad.com.

holders of registered shares
Holders of registered shares (or their authorised representatives) who wish to attend the general meeting must apply to the Executive Board of Randstad N.V. via SGG Netherlands N.V., Hoogoorddreef 15, 1101 BA Amsterdam or by fax: +31(0)20-5222535 or email: registers@sgggroup.com, not later than March 20, 2019.

voting instructions independent third party
Shareholders who are unable to attend the meeting may also, without prejudice to the above with regard to application, give their voting instructions to an independent third party: SGG Netherlands N.V., Hoogoorddreef 15, 1101 BA Amsterdam. A (electronic) voting instruction may also be given via www.abnamro.com/shareholder until March 20, 2019 at the latest. If a shareholder is unable to give his voting instructions electronically, these may also be given in writing. For this the form available free of charge from SGG is to be used. The form must be completed and received by SGG on March 20, 2019 at the latest (by mail, by email: registers@sgggroup.com or by fax +31 (0)20-5222 535).

written questions and information
From today until March 25, 2019 at the latest, shareholders may submit written questions about the items on the agenda. These questions will, possibly combined, be dealt with and discussed atthe meeting. Forthese questions and for general information please refer to the company secretary, Jelle Miedema, by telephone: +31 (0)20-569 5600 or by email: jelle.miedema@randstad.com.

There will be a live broadcast of the integral meeting via the corporate website www.randstad.com.

Executive Board
Diemen, February 12, 2019

Message details

Sub-group Equities
Issuer Randstad
Category Meeting
ISIN NL0000379121
Symbol RAND
Securities name Ordinary shares
Publication date February 15 2019


Agenda AGM 2019.pdf