In line with the articles of association of ASR Nederland N.V., at least one Annual General Meeting (AGM) is held each year, no later than 30 June. The main purpose of the AGM is to discuss and decide on matters as specified in the articles of association and under Dutch law, such as the adoption of the financial statements. The articles of association also outline the procedures for convening and holding general meetings and the decision-making process. The draft minutes of the AGM will be published on www.asrnl.com no later than three months following the AGM. Shareholders are given three months to respond to the draft minutes. The minutes of the AGM are subsequently adopted and signed by the Chair of the Supervisory Board (SB) and the company secretary.
In 2024, the AGM was held on 29 May. Shareholders had the option to attend the AGM physically or virtually. A total of 83.5% of the total issued share capital with voting rights was represented, either physically or represented by a proxy-holder with voting instructions. The agenda of the AGM included the following voting items:
2023 remuneration report (advisory vote);
To adopt the financial statements for the 2023 financial year;
To pay a dividend;
To reappoint KPMG Accountant N.V. as external auditor for the financial years 2025 up to and including 2029;
To grant discharge to each (former) Member of the EB and SB for the 2023 financial year;
To extend the authorisation of the EB to issue ordinary shares and/or to grant rights to subscribe for ordinary shares;
To extend the authorisation of the EB to restrict or exclude statutory pre-emptive rights;
To acquire the company’s own shares;
To appoint Bob Elfring as a Member of the Supervisory Board;
To reappoint Joop Wijn as member and Chair of the SB.
All agenda items were approved by the AGM. The next AGM will be held on 21 May 2025.
Consultation with shareholders
Contacts with shareholders are conducted entirely in line with the policy on fair disclosure and bilateral dialogue, as published on the website at asrnl.com. The Group’s Disclosure Committee supervises compliance with laws and regulations in relation to the disclosure of price-sensitive information.
Transactions with majority shareholders
No transactions with majority shareholders, as referred to in best practice provision 2.7.5 of the Corporate Governance Code, took place in 2024. In connection with the Aegon NL transaction in 2023, ASR Nederland N.V. and Aegon Ltd. entered into a Relationship Agreement, in which the two parties agreed certain governance arrangements relating to ASR Nederland N.V. The terms of the Relationship Agreement were approved by the SB and are customary in the market, as required by best practice provision 2.7.5 of the Corporate Governance Code. For more information on the Relationship Agreement, see the convocation of the January 2023 AGM.
Anti-takeover measures
Stichting Continuïteit ASR Nederland (the Foundation) was established on 26 May 2016 under Dutch law in connection with a.s.r.’s listing on Euronext Amsterdam. The Foundation has an independent board consisting of three members. The role of the Foundation is to promote the interests of a.s.r., its business and stakeholders, and protect against possible influences that could threaten the continuity, independence, strategy and / or identity of a.s.r. or its associated business to the extent that they could conflict with the aforementioned interests. If the interests of a.s.r., its business, stakeholders or continuity were to be undermined, the Foundation would be entitled - provided certain conditions under the call option agreement are met - to exercise a call option right on preference shares such that the number of preference shares acquired under the call option would never exceed the total number of shares forming the issued capital of a.s.r. at the time the call option was exercised, minus the number of preference shares already held by the Foundation (if any) at the time and minus one. See section 8.2.4 for more information about the Foundation.