NETHERLANDS Law and Practice Contributed by: Bastiaan Cornelisse, Bastiaan Kemp, Michel van Agt and Philippe Hezer, Loyens & Loeff
pany’s offices for inspection by individual sharehold- ers. 2.5 Format of Meeting Currently, Dutch law only allows for physical and – if so provided in the articles of association – hybrid share- holders’ meetings to be held. In a hybrid sharehold- ers’ meeting, the physical meeting still takes place but shareholders can attend remotely by videoconference or conference call, and are able to exercise their vot- ing rights electronically. Depending on the articles of association, shareholders attending remotely may not be able to speak, ask questions or join deliberations at hybrid meetings. On 11 January 2024, a legislative proposal on digital general meetings was submitted that would allow for fully digital general meetings. This proposal is cur- rently pending before the Dutch House of Representa- tives. 2.6 Quorum, Voting Requirements and Proposal of Resolutions Unless statutory law or the articles of association pro- vide otherwise, shareholder resolutions are adopted by a simple majority of votes; no quorum requirements apply. 2.7 Types of Resolutions and Thresholds Dutch statutory law provides for supermajority requirements and pro-quorum that apply to setting aside binding nominations for the appointment of directors. Moreover, requirements on majority, quorum and pro-quorum may be imposed under the articles of association. Such requirements are commonly applied to material topics such as certain reserved matters, mergers and the dissolution of the company. 2.8 Shareholder Approval As a starting point under Dutch law, board resolu- tions are not subject to shareholder approval. Certain exceptions apply, including the following. • For the NV, certain board resolutions that relate to an important change in the identity or character of the company or its enterprise are subject to shareholder approval, which in principle requires a simple majority vote.
• For the BV, pursuant to case law, so-called “mate- rial liquidations” – in which all or substantially all of the company’s assets are sold – may be subject to shareholder approval. In principle, this also requires a simple majority vote. • Parties commonly include so-called “reserved matters” in their articles of association or share- holders’ agreement, requiring shareholder approval for certain matters that are deemed material. Such reserved matters are often subject to supermajority and (pro-)quorum requirements. 2.9 Voting Requirements Shareholders can vote either in person, remotely (ie, electronically at a hybrid meeting) or by proxy (see 2.5 Format of Meeting ). Dutch law does not impose further requirements or formalities as to the manner in which such vote is conducted. The chair of the meet- ing is tasked with establishing the outcome of a vote. It is common in privately held companies to conduct a vote by asking those who oppose the proposal to show their hands. In listed companies, votes are cast electronically. As a starting point, Dutch law applies the principle of “one share one vote”. However, the number of votes also depends on the nominal value of the shares, so dual share class structures can be implemented allow- ing for high/low voting shares. It is also possible to implement loyalty share schemes granting additional voting rights to loyal shareholders. 2.10 Shareholders’ Rights Relating to the Business of a Meeting In principle, the right to put items on the agenda rests with those who have the power to convene a general meeting. Typically, this will be the board, but share- holders may submit proposals. • Shareholders in a BV have the right to put items on the agenda when they individually or jointly represent at least 1% of the issued capital if the company has received the request no later than 30 days before the day of the meeting, and provided that no overriding interest of the company would oppose this. • Shareholders in an NV have the right to put items on the agenda when they alone or jointly represent
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