Shareholders

The annual meeting is held each year within six months of the end of the financial year. Other General Meetings of Shareholders can, if necessary, be held at the request of the Supervisory Board or Management Board. Shareholders who jointly represent at least 10% of the issued capital can also convene a meeting.

The annual General Meeting of Shareholders is held to consider the points laid down in the Articles of Association, namely the annual report – including the report of the Management Board, the financial statements including the explanatory notes and annexes thereto, and the report of the Supervisory Board – as well as motions for the adoption of the financial statements and the dividend, any appointments of members of the Management Board and Supervisory Board, important management resolutions as required under Dutch law, and matters proposed by the Supervisory Board, the Management Board or the shareholders in accordance with Nuon’s Articles of Association.

As a separate agenda item, the General Meeting of Shareholders considers the endorsement of the Management Board’s conduct and the Supervisory Board’s supervision of the company’s affairs. The profit appropriation and dividend policies are also considered and explained as separate agenda items in the General Meeting of Shareholders. Apart from the formal meeting or meetings of shareholders, there is an ongoing dialogue between shareholders or majority shareholders and the Management Board.

The main powers of the General Meeting of Nuon Shareholders are:
  • the adoption of the financial statements and the dividend;
  • endorsing the Management Board’s conduct of the company’s affairs;
  • endorsing the Supervisory Board’s supervision of the Management Board;
  • the adoption of the Management Board’s remuneration policy;
  • the adoption of the Supervisory Board’s remuneration;
  • the appointment of Supervisory Board members on a motion of the Supervisory Board;
  • the right of the Supervisory Board to make recommendations concerning the nomination of members of the Supervisory Board;
  • the approval of important board resolutions including those that significantly affect the identity or character of the business;
  • the issuance of shares on a motion of the Management Board approved by the Supervisory Board;
  • to authorise the Management Board to buy Nuon’s own shares;
  • to withdraw its confidence in the Supervisory Board as a whole;
  • to appoint an external auditor to audit the financial statements;
  • to alter the Articles of Association, and approve a dissolution, merger or seperation on a motion of the Management Board that has been approved by the Supervisory Board.

The Management Board and the Supervisory Board provide the General Meeting of Shareholders with all the information it requests, unless a compelling interest affecting the company were to stand in the way.