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AGM

Annual General Meeting of shareholders.

The Annual General Meeting (AGM) of shareholders took place on March 26, 2024. Should you have any comments or questions, please contact the company secretary, Jelle Miedema, by email: jelle.miedema@randstad.com.  

As per February 13, 2024, the notice date for the AGM, the number of outstanding shares with corresponding votes at the AGM is as follows:

outstanding shares

class of shares number of shares number of votes
ordinary shares
180,869,312
180,869,312
preference shares B
25,200,000
3,600,000
preference shares C1
14,566,133
1,000,000
preference shares C2
35,564,219
4,600,000
total
256,199,664
190,069,312
On 27 February 2024 (the record date) the number of treasury shares amounted to 2,418,404 ordinary shares.

Extraordinary General Meeting of shareholders.

The Extraordinary General Meeting (EGM) of shareholders took place on April 26, 2024. Please find the minutes below. Should you have any comments or questions, please contact the company secretary, Jelle Miedema, by email: jelle.miedema@randstad.com. 

The downloadable files are: 

The Annual General Meeting of Shareholders will take place on March 26, 2024 and will be broadcast via live video webcast. Click below on the link of your preferred language to sign up.

important matters

that require AGM approval

Important matters that require the approval of the (Annual) General Meeting of Shareholders are:

  • adoption of the annual accounts
  • adoption of profit appropriation additions to reserves
  • dividends
  • remuneration policy
  • discharge from liability of the executive board for the management
  • discharge from liability of the supervisory board for the supervision of the management
  • appointment of the external auditor
  • appointment, suspension and dismissal of the members of the executive board and the supervisory board. Their appointment is based on non-binding recommendations from the supervisory board
  • remuneration of the supervisory board
  • authorization to purchase, issue or sell shares in the Group’s capital
  • adoption of amendments to the Articles of Association

Further details about the proposals which the executive board or the supervisory board can submit to the meeting and the procedure according to which shareholders themselves can submit matters for consideration by the meeting, are specified in the company’s Articles of Association. If such matter would result in a change of the company’s strategy, the executive board shall be given the opportunity to stipulate a reasonable period in which to deliberate, consult and respond.

previous meetings

agreements with shareholders

  • agreements with shareholders

    Randstad has signed a continuity agreement with Randstad Beheer, the private holding company of Randstad's founder Frits Goldschmeding. According to its articles of association, the purpose of Randstad Beheer is to participate in Randstad and safeguard the interests of Randstad and its business, among others by promoting the continuity of Randstad and the sustainable success of its business. This is in line with the modus operandi that has been followed over the past decades. The long-term involvement of Randstad Beheer is reflected by its right to nominate one seat on Randstad’s Supervisory Board, provided Randstad Beheer holds a stake in Randstad N.V. of at least 25%.

    In the context of the purpose of Randstad Beheer, Mr. Goldschmeding has created a future proof structure that does not depend on the life and involvement of individuals and that will continue beyond his life. The supporting governance and boards of directors within this structure has been active for years now and as such, is fully prepared for the period post Mr. Goldschmeding’s involvement. The continuity agreement includes an arrangement that ensures a careful consultation process if Randstad Beheer at some point considers to amend the purpose of its articles of association and if Randstad Beheer's voting rights in Randstad N.V. are at that point at least 25%. In the event that Randstad Beheer decides to amend its purpose at the end of that process, Randstad Beheer and Randstad N.V. will reasonably consult on the new situation and the potential reduction of Randstad Beheer's shareholding in Randstad, and Randstad N.V. will assist in such reduction if and when it occurs.

    The agreement ensures that, if Randstad Beheer's voting rights fall below 25% or if it has the intention to reduce its voting rights to below 25%, Randstad N.V. and Randstad Beheer will discuss potential consequences for Randstad N.V.'s governance aimed at safeguarding Randstad's development, continuity and strategic position in the new share ownership structure.

voting rights

The issued share capital of Randstad N.V. currently consists of approximately 183.3 million ordinary shares, 25.2 million Type-B and 50.2 million Type-C preferred financing shares. The ordinary shares have equal voting rights (‘1 share, 1 vote’). The holders of approximately 95.8% of ordinary shares have been able to make unrestricted use of their voting rights at the Annual General Meeting of Shareholders. The other 4.2% of ordinary shares has been converted into depository receipts. A foundation, Stichting Administratiekantoor Randstad Optiefonds, holds those shares to which the attached voting rights are vested. The depository receipts issued by Stichting Administratiekantoor Randstad Optiefonds are fully exchangeable into ordinary shares, and are held by Stichting Randstad Optiefonds. Frits Goldschmeding, the company’s founder, is the sole board member of Stichting Administratiekantoor Randstad Optiefonds.

The foundation of Stichting Administratiekantoor Preferente Aandelen Randstad Holding holds Type-B and Type-C preferred financing shares. The voting rights attached to these shares which can be exercised at an Annual General Meeting of shareholders are aligned with the historical capital contribution and are vested in this foundation. The Type-C shares are split into two type of shares: C1 and C2. The board members of the foundation are fully independent of both the company's management and other shareholders. The board comprises of Bas Kortmann, Claartje Bulten and Annelies van der Pauw. The foundation’s Articles of Association were compiled in accordance with Annex X, Euronext Amsterdam Rule Book, Book II. Following an amendment to the Articles of Association in 2008, the preferred shares are classified as equity. For an overview of the voting rights relating to ordinary shares and the Type-B and Type-C preferred financing shares, please see the table below (as per February 15, 2022).

Randstad N.V. may issue Type-A preferred shares to a legal entity charged with safeguarding the company’s interests and preventing influences that may threaten its continuity, independence or identity. To date no such shares have been issued. Resolutions for such issue would require the cooperation of the Annual General Meeting of Shareholders.