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Extraordinary General Meeting of Shareholders of Fugro N.V. on 16 September 2009
Shareholders and holders of certificates of ordinary shares in Fugro N.V. are invited to attend the Extraordinary General Meeting of
Shareholders (the 'EGM') to be held on Wednesday 16 September 2009 at 16.00 hours (C.E.T.) in the offices of the company, Veurse
Achterweg 10, 2264 SG Leidschendam, The Netherlands.
Agenda
- Opening of the meeting
- Appointment of Mr. J. Rüegg to the Board of Management*
- Closing of the meeting
*This agenda item will be put to a vote at the meeting
The proposal to appoint Mr. J. Rüegg to the Board of Management is not binding. Further (biographical) details, including the main
components of the terms of employment, are available on our website as from Thursday 20 August:
www.fugro.com/governance/. If the BAVA adopts this proposal,
the Board of Management of Fugro N.V. will be composed as follows as per 16 September 2009:
- K.S. Wester, President and Chief Executive Officer
- A. Jonkman, Chief Financial Officer
- P. van Riel, Director
- J. Rüegg, Director
- A. Steenbakker, Director
Record Date
The Board of Management has determined that those who (1) are registered on Wednesday 9 September 2009, after closing of the books
(the "Record Date") in one of the (sub-)registers as mentioned hereinafter and (2) have given notice, in accordance with the following,
will have the right to attend the EGM on 16 September 2009 and to vote at that meeting. The (sub-)registers designated for holders of
certificates (depositary receipts) of ordinary shares are the administrations held by the banks and brokers which are Affiliated
Institutions of Euroclear Nederland which indicate who is entitled to such certificates of ordinary shares at the Record Date. The
register designated for holders of registered ordinary shares is the shareholders' register of Fugro N.V. which indicates who the holders
are of registered ordinary shares at the Record Date.
Notification
Shareholders
Holders of registered ordinary shares who wish to attend the EGM either in person or by proxy, must notify Fugro N.V. This notification
must be received by Fugro N.V. (attn. Mr. W.G.M. Mulders, P.O. Box 41, 2260 AA Leidschendam, fax +31 (0)70 3202703, or - preferably -
e-mail
) no later than Wednesday 9 September 2009 at 17.00 hours C.E.T.
Certificate holders
Holders of certificates of ordinary shares, who wish to attend the EGM either in person or by proxy, must notify Fortis Bank Nederland
in Amsterdam, the Netherlands, in writing by Wednesday 9 September 2009 at 17.00 hours C.E.T. at the latest via the Affiliated Institution
of Euroclear Nederland in whose administration their certificates are registered. The Affiliated Institutions will submit to Fortis Bank
Nederland a confirmation that the certificates were registered in their administration in the name of the holder at the Record Date, or
that they are registered and remain so registered in their administration in the name of the holder at the Record Date, whereupon the
holder will receive from Fortis Bank Nederland (by post or by e-mail) an admission ticket for the EGM.
Proxies
Shareholders
Holders of registered ordinary shares who wish to have themselves represented by a proxy (whether or not including a voting instruction),
must in addition deposit a written power of attorney. A model power of attorney is available on
www.fugro.com/governance/. That must be received by Fugro N.V. (attn. Mr. W.G.M. Mulders, P.O. Box 41, 2260 AA Leidschendam, fax +31 (0)70 3202703, or - preferably - e-mail
)
no later than Wednesday 9 September 2009 at 17.00 hours C.E.T.
Certificate holders
Certificate holders who wish to have themselves represented by a proxy (whether or not including a voting instruction), must register in
accordance with what is stated previously and deposit a written power of attorney. For this purpose, they can use the power of attorney
printed on the admission ticket or the model power of attorney which is available on www.fugro.com/governance/.
That must be received by Fugro N.V.
(attn. Mr. W.G.M. Mulders, P.O. Box 41, 2260 AA Leidschendam, fax +31 (0)70 3202703, or - preferably - e-mail
) no later than Wednesday 9 September 2009 at 17.00 hours C.E.T.
Fugro Trust Office Foundation (Stichting Administratiekantoor Fugro)
A certificate holder's notification to attend the EGM meeting will be treated as a request to Fugro Trust Office Foundation to grant a proxy to vote
in respect of the (underlying) ordinary shares for which the certificates have been issued to the holder. Such certificate holder may exercise the
voting rights, provided that he attends the EGM either in person or by proxy. The Board of Fugro Trust Office Foundation has declared that it intends
to attend the EGM and to vote on the shares for which it carries out the administration, insofar certificate holders do not use the aforementioned
proxy to vote.
Registration for admission and identification
The EGM starts at 16.00 hours. Registration for admission to the EGM will take place from 15.30 hours until 16.00 hours. After this time registration
is no longer possible. Certificate holders, holders of ordinary registered shares, proxies and other persons entitled to attend the EGM, are requested
to carry a valid identification document and to show this upon request.
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