Nuon Storage BV conducts an open and active information policy for its shareholders and other parties interested in the status (financial and otherwise) of the company.
The objective is to provide quality information about developments at Nuon Storage BV, ensuring that relevant information is equally and simultaneously provided and accessible to all interested parties. This information is made available through annual and semi-annual reports, trading updates, press releases, presentations to investors and the Nuon Storage BV website. In addition, we organize analyst conferences and regular road shows to meet investors.
Nuon Storage BV’s shareholders exercise their rights at the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders. At least one General Meeting of Shareholders is held each year before 1 July.
The agenda of the Annual General Meeting of Shareholders must contain a number of items described in Nuon Storage BV’s Articles of Association or included in legislation, such as the adoption of the financial statements.
Extraordinary General Meetings of Shareholders are held at the request of the Executive Board, the Supervisory Board, or one or more shareholders and/or depositary receipt holders representing at least one-tenth of the issued capital.
Agenda topics requested in writing by one or more shareholders or depositary receipt holders who, individually or jointly, represent at least a one-hundredth part of the issued capital or whose shares and/or depositary receipts represent a market value of at least € 50 million, are included in the notice convening the meeting or announced in the same manner, provided that the request to do so is received no later than sixty days before the day of the meeting and no overriding interest of Nuon Storage BV prohibits their inclusion.
At Annual General Meetings of Shareholders, resolutions are passed by an absolute majority of votes cast, unless Nuon Storage BV’s Articles of Association or the law prescribe a larger majority.
Main powers of the Annual General Meeting of Shareholders
- Adopt the financial statements
- Approve dividend proposals
- Endorse the conduct of affairs by the members of the Executive Board
- Endorse the supervision thereof exercised by the members of the Supervisory Board
- Adopt remuneration policy relating to the members of the Executive Board
- Adopt remuneration policy relating to the members of the Supervisory Board
- Appoint, suspend and dismiss members of the Executive Board
- Appoint, suspend and dismiss members of the Supervisory Board
- Appoint the independent auditor
- Authorize the Executive Board to purchase own shares
- Issue shares and grant rights to acquire shares (option rights), or delegate this power to the Executive Board for a period of time
- Limit or exclude shareholders’ pre-emption rights when ordinary shares are issued, including granting option rights to acquire shares, or delegate this power to the Executive Board for a period of time
- Approve decisions by the Executive Board concerning major changes in the identity or nature of Nuon Storage BV or its business
- Pass resolutions on amending the Articles of Association, and dissolution, merger or division of Nuon Storage BV
Bilateral contact with shareholders
Nuon Storage BV may engage in bilateral contact with (potential) shareholders. The main objective of such contact is to explain our strategy and operational performance and answer questions. Nuon Storage BV takes the Dutch Corporate Governance Code into account when engaging in bilateral contact with shareholders.
Guidelines for bilateral contact
- A dialogue with shareholders outside the context of a formal shareholder meeting can be useful for both investors as well Nuon Storage BV.
- Nuon Storage BV reserves the right to determine, at its sole discretion, whether it will accept invitations from shareholders, or parties representing shareholders, to engage in such a dialogue. Nuon Storage BV may ask for further clarification on the views, aims and investment objectives of such shareholders before accepting or rejecting any invitation to engage in a dialogue outside the context of a formal shareholder meeting.
- Nuon Storage BV communicates as openly as possible to maximize transparency.
- Response to (draft) analyst reports (third party publications) is only provided by reference to public information and published guidance. Comments on these reports are given only in relation to incorrect factual information.
- Nuon Storage BV’s contact with investors and sell-side analysts will at all times be conducted in compliance with applicable rules and regulations, in particular those concerning selective disclosure, price sensitive information and equal treatment.
Closed periods are the periods prior to the publication of our financial results during which in principle no meetings will be held with and no presentations will be given to financial analysts and investors. In addition, during closed periods no other communication with analysts and investors will take place, unless such communication relates to factual clarifications of previously disclosed information. Usually, the length of the closed period is thirty (30) days prior to full year results (and publication of the Annual Report), thirty (30) days prior to half-yearly results and thirty (30) days prior to Q1 and Q3 statements (‘trading updates’).
Members of the Executive Board and the Investor Relations department organize annually approximately 250 meetings with current or potential investors. Nuon Storage BV holds a press conference coinciding with the publication of the annual results. Following the publication of the annual and semi-annual results, Nuon Storage BV also conducts a meeting with financial analysts. The publication of the first and third quarter results is followed by a telephone conference. These sessions can be followed via the company’s website in either a video or audio webcast, and the information presented at these meetings is also timely published on the company’s website.
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