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NOTICE Extraordinary General Meeting of Shareholders of Fugro N.V.
Fugro N.V. invites its shareholders and holders of certificates of shares (depositary receipts) to attend an Extraordinary General Meeting of Shareholders (‘EGM’), to be held on Wednesday 14 December 2011 at 10.30am (CET) at the head office of Fugro, Veurse Achterweg 10 in Leidschendam, the Netherlands.
Agenda
- Opening of the meeting
- Appointment of Mr. F.H. Schreve as member of the Supervisory Board*
- Any other business
- Closing of the meeting
*Agenda item that will be put to a vote at the meeting
Meeting documents
Information on attending the EGM
Record Date
You may attend the EGM if, on Wednesday 16 November 2011 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 EGM either in person or by proxy, must notify Fugro. This notification must be received by Fugro (attn. Mr. W.G.M. Mulders, P.O. Box 41, 2260 AA Leidschendam, fax +31 (0)70 3202703, or, preferably by e-mail:
), no later than Wednesday 7 December 2011 at 5.00pm (CET). A reply form (also to be used as power of attorney and voting instruction) will be sent to shareholders. This form is also available on www.fugro.com.
Holders of certificate of shares (held via the giro system)
Holders of certificates of shares who wish to attend the EGM either in person or by proxy, must notify through the intermediary responsible for administering their certificates no later than Wednesday 7 December 2011 at 5.00pm (CET).
Intermediaries must, no later than Wednesday 7 December 2011 at 5.30pm (CET), present a statement to The Royal Bank of Scotland N.V. (‘RBS’) (via www.rbs.com/admitted-institutions) or ABN AMRO Bank N.V., Exchange Agency Services MF2020, P.O. Box 3200, 4800 DE Breda or by e-mail:
or fax +31 (0)10 2644651 (‘ABN AMRO’) identifying the number of certificates of shares held by the holder on the Record Date which are to be presented for registration for the EGM. 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.
Holders of certificates of shares will then receive from RBS or ABN AMRO, through their intermediary, an admission document for the EGM by post or by e-mail. This admission document must be presented when registering for the EGM.
Proxies
Shareholders
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, shareholders can use the power of attorney which is available on www.fugro.com.
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 RBS or ABN AMRO or the power of attorney available on www.fugro.com.
Proxies must be received by Fugro (attn. Mr. W.G.M. Mulders, P.O. Box 41, 2260 AA Leidschendam, fax +31(0)70 3202703, or, preferably, by e-mail:
) no later than Wednesday 7 December 2011 at 5.00pm (CET).
Electronic proxy including voting instruction
Holders of certificates of shares may grant an electronic power of attorney including a voting instruction via www.rbs.com/evoting to Mr. W.G.M. Mulders, Company Secretary & General Counsel of Fugro, no later than Wednesday 7 December 2011 at 5.00pm (CET).
Fugro Trust Office Foundation (Stichting Administratiekantoor Fugro)
A certificate holder’s notification to attend the EGM 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 EGM 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 EGM 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.
Registration for admission and identification
The EGM starts at 10.30am. Registration for admission to the EGM will take place on Wednesday 14 December 2011 from 9.30am until 10.20am. After this time registration is no longer possible.
Participants of the EGM should carry a valid identification document and to show this upon request.
Leidschendam, 21 October 2011
The Board of Management
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