Shareholders' Rights & Shareholder Activism 2024 Comparisons

Dutch law distinguishes between the following two types of stock companies. 

• The public limited liability company (naamloze vennootschap or NV) is typically used for listed companies and certain larger companies. The NV is considered the gold standard for listed companies in the Netherlands.
• The private limited liability company (besloten vennootschap met beperkte aansprakelijkheid or BV) is the most common type of Dutch company, and is subject to a more flexible legal regime than the NV. BVs are typically used for privately held enterprises, including joint ventures and family-owned companies, although there are also examples of listed BVs. 

Commercial activities can also be structured in other legal entities, including the co-operative (coöperatie), which is commonly used as a holding company in international group structures.

Unless otherwise stated in this guide, the term “company” refers to a BV or an NV, while “listed company” refers to an NV whose shares are listed and admitted to trading on a Dutch regulated market.

Foreign investors use all the company types listed in 1.1 Types of Company. There are no restrictions on the types of companies that are open to foreign investors.

Dutch law companies only have registered shares, meaning that the shares are registered in the name of the holder. This also applies to listed Dutch companies, in which case the legal holder is a Central Securities Depositary (such as Euroclear) so that in the book-entry system trades are settled through entitlements to the shares.

Unless determined otherwise in a company’s articles of association, the shares carry similar meeting rights, including the right to speak and ask questions at a general meeting, voting rights and profit rights. The company’s articles of association may provide for different classes of shares. Commonly issued classes of shares include the following.

• Ordinary shares grant typical voting and profit rights. Other classes of shares are generally derived from such ordinary shares.
• Preference shares are shares to which special profit rights are attached – for example, with regard to profits and/or the liquidation balance. These may give the holder(s) of such shares a right to a certain percentage of profits before dividends are paid to the other, ordinary shareholders.
• Priority shares are shares of a certain type, to which the articles of association attach special governance rights, such as the right of making a (binding) nomination for the appointment of directors or approval rights as to material transactions or corporate events (eg, the amendment of the articles of association or dissolution of the company).

Dutch law allows for differences in certain rights attached to different classes of shares. Among other things, differences can be made to the voting and profit rights, allowing for high/low voting stock, and approval or nomination rights can be granted to certain classes of shares. The BV can also issue shares that are without either profit rights or voting rights.

Dutch law allows for loyalty schemes, granting additional profit and/or voting rights to loyal shareholders if certain criteria are met.

Dutch law does not impose any minimum share capital requirements for a BV. A minimum share capital of EUR45,000 applies to the NV, and its articles of association need to include an authorised capital.

Shares are typically paid up in full upon issuance. In the case of an NV, it may be agreed that up to 75% of the nominal value of the shares will not have to be paid until called up by the company. In the case of a BV, it may be agreed that all or part of the nominal value is only paid once a certain period of time expires, or if called up by the company.

Dutch law does not impose any requirements for a minimum number of shareholders nor their jurisdiction of residence. However, the articles of association of a given company may include certain quality requirements.

Shareholders’ agreements/joint venture agreements are commonly used in privately held Dutch companies.

Listed companies sometimes enter into relationship agreements with certain shareholders (typically, controlling shareholders). While shareholders’ agreements typically include broad provisions on governance and financial matters, among other things, relationship agreements are typically more limited in scope and govern the relationship between the listed company and the relevant shareholder(s).

Shareholders’ agreements commonly address a wide range of topics, including:

• certain aspects of the company’s governance, such as board composition, appointment rights and information rights;
• voting arrangements;
• reserved matters subject to supermajority approval;
• profit allocation clauses, including waterfalls;
• tag-along and drag-along rights;
• leaver provisions; and
• confidentiality, non-compete and non-solicitation clauses, with contractual penalties if breached.

In principle, shareholders’ agreements are enforceable among parties, and may in certain cases even impact governance if the company itself is not a party. Shareholders' agreements in private companies are not public and often include confidentiality clauses.

A distinction is typically made between two types of shareholders’ meetings, namely annual general meetings and extraordinary general meetings:

• the NV is required to hold an annual general meeting within six months after the end of the company’s financial year, unless the articles of association provide for a shorter period; and
• the BV is required to either hold an annual general meeting or have the general meeting adopt resolutions outside of a general meeting at least once a year (eg, by means of a written resolution).

Dutch law does not limit or regulate the agenda items that can be tabled during annual or extraordinary general meetings, so this distinction holds little legal relevance in practice. Common items tabled at the annual general meeting include the adoption of the company’s annual accounts, a discharge from liability of the directors and a dividend distribution. Extraordinary meetings are commonly convened for certain affairs that may arise between annual meetings and must be dealt with at a general meeting, such as certain transactions that are subject to shareholder approval.

There is no difference between the annual general meeting and the extraordinary general meeting in terms of notice periods. The following mandatory statutory minimum notice periods apply:

• eight days for a BV;
• 15 days for an NV; and
• 42 days for listed companies.

If such notice period is not duly observed, in the case of a BV, resolutions can only be validly adopted if all persons entitled to attend meetings gave their consent to the adoption of the resolution and the directors and supervisory board members were given an opportunity to give their advice prior to the adoption of the resolution. In the case of an NV, this would require a unanimous vote at a meeting where the entire share capital is present or represented. In practice, this means that the general meeting of listed companies can only adopt valid resolutions if duly convened by taking into account the mandatory minimum notice period.

The power to convene a general meeting is at the discretion of the management board and the supervisory board, unless the articles of association provide otherwise. Shareholders may be granted the right to convene a general meeting in the articles of association.

In certain cases, shareholders may be able to petition the court for leave to summon a general meeting.

• One or more shareholders (jointly) holding at least 10% of the shares may submit a written request to the company to convene an extraordinary general meeting. If such request is not (timely) granted, they may petition the competent court for leave to convene a general meeting, provided that they are able to demonstrate a “reasonable interest” in doing so.
• If the annual general meeting is not (timely) called by the competent body, each shareholder may petition the competent court for leave to convene a general meeting, provided that they are able to demonstrate a “reasonable interest” in doing so.

The notice convening a general meeting is sent to all shareholders (except those without meeting rights), among others. Further formalities depend on the type of company and the articles of association.

• In BVs, convocation notices are sent to the addresses of the shareholders and other persons entitled to attend the meeting. Typically, this can also be done by email.
• For NVs, Dutch law provides as a starting point that general meetings are convened by means of an announcement in a national newspaper. However, in practice it is common for articles of association to provide that the holders of registered shares are given notice of meetings by means of letters or email.
• In the case of listed companies, the notice is given via the company's website.

The company’s directors are also invited to attend the shareholders’ meeting, but the formal notice requirements do not apply to them. At the shareholders’ meeting, directors may render their advice as to the items tabled, answer questions posed and participate in deliberations.

The convocation notice commonly includes explanatory notes and may include supporting documents (which in certain cases is required by law). In certain cases, additional information may be provided during the convocation period. Such materials are typically sent to shareholders but may also be kept at the company’s offices for inspection by individual shareholders.

Currently, Dutch law only allows for physical and, if so provided in the articles of association, hybrid shareholders’ meetings to be held. In a hybrid shareholders’ meeting, the physical meeting still takes place but shareholders can attend remotely by videoconferencing or conference call, and are able to exercise their voting 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 15 January 2024, a legislative proposal on digital general meetings was submitted that would allow for fully digital general meetings. This proposal is currently pending before the Dutch House of Representatives.

Unless statutory law or the articles of association provide otherwise, shareholder resolutions are adopted by a simple majority of votes; no quorum requirements apply.

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.

As a starting point under Dutch law, board resolutions 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 “material 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 shareholders’ agreement, requiring shareholder approval for certain matters that are deemed material. Such reserved matters are often subject to supermajority and (pro-)quorum 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 meeting 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 allowing for high/low voting shares. It is also possible to implement loyalty share schemes granting additional voting rights to loyal shareholders.

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 shareholders 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 at least 3% of the issued capital and they substantiate the request. The request must be received by the company no later than 60 days before the meeting.

It follows from Supreme Court case law that shareholder proposals related to matters that fall outside the remit of the general meeting may be either rejected or tabled as discussion items only.

Shareholders may challenge shareholder resolutions in two proceedings:

• any interested party, including each shareholder, can bring an action before the competent court to annul a resolution that is contrary to reasonableness and fairness or if procedural standards have not been met; and
• shareholder resolutions can also be annulled by means of a final measure if mismanagement is established in inquiry proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal (a specialised business court) – see 10.1 Remedies Against the Company.

Pending actions to challenge resolutions, shareholders may also seek injunctive relief to either prohibit the implementation of a given resolution or suspend the decision-making process itself.

Institutional and other large shareholder groups have various means to exert their influence over a company and monitor their investment. It is common for such investors to have bilateral contacts with company management and close contacts with the investor relations department. Their involvement with companies can lend them soft control, further bolstered by their shareholder rights.

There has been discussion on whether institutional investors should take on a stewardship role in their portfolio companies. This is indicative of the credibility attributed to institutional investors and the influence they can exert. There have been cases where institutional investors have taken an activist approach or supported certain activist action, resulting in obtaining significant leverage over management.

Trades in shares of listed Dutch companies are typically settled in book-entry form via a securities account kept by an intermediary. For this, Dutch law acts on the presumption that the underlying (beneficial) shareholders exercise their rights through the intermediary.

Shareholders may also appoint authorised representatives to attend a shareholders’ meeting on their behalf. In principle, such representative may exercise all shareholder rights at that meeting, including voting rights and the right to ask questions.

Dutch law allows written shareholder resolutions to be adopted without holding a meeting. In the case of a BV, this requires that all persons with meeting rights consented to such decision-making without holding a meeting. In the case of an NV, it requires a unanimous vote by all shareholders, provided that:

• the NV’s articles of association allow for written resolutions; and
• no bearer shares or depositary receipts for shares have been issued.

For both the BV and the NV, votes shall be cast in writing and may be cast electronically, unless the articles provide otherwise.

Subject to certain exceptions, Dutch law stipulates that all shareholders have pre-emptive rights as to any issue of shares pro rata to the aggregate amount of the nominal value of shares held by the shareholder. Notable exceptions include the issuance of preference shares and shares under an employee share option programme. Pre-emptive rights can also be excluded in certain cases.

Both the BV and the NV allow for certain deviations to the above in their articles of association. Among other things, the BV allows for pre-emptive rights to be excluded entirely through the articles of association.

A transfer or disposal of registered shares requires a private notarial deed, and is typically subject to certain transfer restrictions set out in the company’s articles of association. Listed shares that are traded can typically be freely transferred via a securities account kept by an intermediary.

Under Dutch law, shareholders are entitled to pledge their shares, subject to any restrictions set out in the articles of association.

Shareholders owning 3% or more of the issued capital of a listed company must report this to the Dutch Authority for the Financial Markets (AFM). Such disclosure must be made without delay as soon as this threshold is reached or exceeded. Further disclosure must be made as soon as the shareholder’s position reaches, exceeds or goes below the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% or 95%.

Moreover, pursuant to the Dutch Corporate Governance Code, shareholders engaging with the company outside of the context of a general meeting may be required to disclose their holdings to the company upon request.

The above disclosure requirements do not apply to privately held companies. In such cases, only wholly owned companies are required to register their sole shareholder. There is also Dutch legislation on a register of ultimate beneficial owners.

Shares can be cancelled after their issuance. Such cancellation requires the consent of the relevant shareholders, unless the company’s articles of association specifically provide for such cancellation against repayment.

A BV can buy back shares if and insofar as the total equity, minus the acquisition price, exceeds the reserves required by law or under the articles of association. The board will not approve such buyback if it knows or should reasonably foresee that the company will not be able to continue paying its debts as and when they fall due after the buyback.

An NV can buy back shares if and insofar as the total equity, minus the acquisition price, is more than the paid-up and called-up part of the capital plus statutory reserves.

By law, as a starting point, shareholders are entitled to all profits of the company as established in the latest adopted annual accounts. However, in practice it is common for the articles of association to provide that the board allocates profits, allowing for all or part of the profits to be reserved and the remainder (if any) to be distributed. Typically, such allocation is based on the latest adopted annual accounts.

Dividend distributions are subject to a shareholder vote and subject to certain legal requirements.

• For an NV, the general meeting may resolve to distribute dividends if and insofar as the total equity exceeds the paid-up share capital plus statutory reserves.
• For a BV, the general meeting may resolve to make distributions to the extent that the amount of the total equity exceeds the reserves that must be maintained pursuant to the law or the articles. Such a shareholder resolution is subject to board approval, which can only be withheld if the board knows or should reasonably foresee that the BV will not be able to continue paying its debts as and when they fall due as a result of such distribution.

For a BV, directors are appointed either by the general meeting or, if the articles of association so provide, by a meeting of holders of shares of a particular class or designation. For an NV, such appointment is made by the general meeting.

The same body within the company authorised to appoint directors is authorised to dismiss and suspend directors.

Shareholders can challenge resolutions, including those adopted by the board. See 2.11 Challenging a Resolution and 10.1 Remedies Against the Company.

Shareholders have no legal remedy to force directors to take certain action, although proceedings and the exercise of shareholder rights can be used to exert influence on directors’ conduct. The articles of association may provide that the general meeting or certain classes of shareholders can give instructions to the board.

Appointment

As a starting point, the company’s auditor is appointed by the general meeting. If the general meeting fails to make such appointment, the auditor is appointed by the supervisory board or, in the absence thereof, the management board. If the company is a so-called public interest entity, the appointment must be notified to the AFM.

Removal

The assignment may be withdrawn by the general meeting but only for sound reasons, which shall not include a difference of opinion about reporting methods or audit activities. The general meeting shall hear the auditor at his or her request regarding the withdrawal of an assignment or regarding the auditor's stated intention to withdraw. The management board and the auditor shall notify the AFM immediately of the withdrawal of the auditor by the legal entity or of the interim termination by the auditor, and shall provide sufficient motivation.

Shareholders will typically have access to documentation setting out the company’s governance arrangements. Among other things, extracts and filings of the company, including its articles of association, are publicly accessible through the trade register and, in practice, are usually also provided to shareholders upon request. Individual shareholders have a statutory right to inspect the shareholders' register and can access a list of shareholders’ resolutions.

Listed companies are subject to the Dutch Corporate Governance Code, which provides for certain reporting obligations, including on compliance with the Code. Each year, the broad outline of the company's corporate governance, based partly on the principles set forth in this Code, shall be set forth in a separate chapter in the management report or placed on the company's website, with the company explicitly stating the extent to which it follows the principles and best practice provisions set out in this Code and, if not, why and to what extent it deviates from them on a comply-or-explain basis.

In exercising their rights as a shareholder, a shareholder may in principle act solely in their own interest, unless this would be contrary to the principles of reasonableness and fairness vis-à-vis the company and those involved in its governance. This effectively means that shareholders may not exercise their rights in such a way that would disproportionately harm such other interests and, in certain cases, may even be under a duty of care to protect such interests. Generally speaking, the larger the control and influence of the controlling shareholder, the more weight it should give to such other interests. In certain circumstances, this may even require a majority shareholder to prioritise the company's interests over their own.

In principle, the bankruptcy of the company in and of itself does not impact shareholders' rights. For instance, shareholders' meetings can still be held, shareholders can still attend such meeting and vote on proposals tabled, and the general meeting retains its powers. In bankruptcy, the company's estate is managed by a court-appointed trustee, which often means that shareholders will have or be given less opportunity to exercise their rights.

Shareholders can bring a number of legal remedies against the company. The principal remedies are set out below.

Inquiry Proceedings

One or more shareholders (jointly) meeting certain capital thresholds can bring so-called “inquiry proceedings”, which are corporate governance dispute resolution proceedings brought before the Enterprise Chamber of the Amsterdam Court of Appeal, a specialised business court. In inquiry proceedings, the Enterprise Chamber can order an inquiry into the policy and affairs of the company, and order far-reaching temporary injunctive relief by means of immediate measures. Common immediate measures include the appointment of independent directors, the suspension of directors, the transfer of shares to a trustee and the suspension of certain resolutions. If mismanagement is ultimately established by the Enterprise Chamber following such inquiry, definitive measures can be ordered to remedy such mismanagement.

Injunctive Relief

Any shareholder can bring summary proceedings against the company seeking injunctive relief, provided there is an urgent interest in such relief being obtained. Summary proceedings are expedited proceedings, leaving little room for fact finding. The award of injunctive relief is subject to a prima facie test and a weighing of interests. Such injunctive relief can be similar in scope to immediate measures in inquiry proceedings.

Annulment of Resolutions

As set out in 2.11 Challenging a Resolution, shareholders may bring an action seeking to annul a resolution adopted by a corporate body. Such an action is brought against the company, as resolutions adopted are attributed to the company.

Compulsory Transfer of Shares

If a shareholder has been harmed by the conduct of the company or one or more of their fellow shareholders, such that they cannot reasonably be expected to remain a shareholder of the company, they can seek a compulsory transfer of their shares. A claim to that effect can be brought against the company and/or the other shareholders. If granted, the shares will be transferred against payment of a court-determined amount.

Claims for Damages

If shareholders incur damages as a result of actions of the company (eg, due to misleading disclosures), they may be able to bring claims seeking compensation for such damages. Dutch law provides for a statutory class action regime, allowing for collective redress in investor claims, among others.

In the absence of derivative action mechanics (see 10.3 Derivative Actions), Dutch law provides limited legal remedies against the company’s directors specifically. Shareholders can challenge board resolutions and, in certain cases, may be able to pursue director liability claims against directors. An example of the latter would be if the shareholder relied on misleading financial disclosures or misleading statements when investing in the company. Director conduct can also be the subject of inquiry proceedings (see 10.1 Remedies Against the Company).

Dutch law does not provide for derivative actions, meaning that shareholders do not have the right to bring an action on behalf of the company. Individual shareholders also cannot bring an action in their own name for derivative damages if a third party harms the company, unless the cause for the liability of such party also constitutes a tortious act directly against that shareholder.

Shareholder rights are primarily governed by the following legal and regulatory sources:

• the Civil Code, Book 2 of which sets out the basis of Dutch company law and Dutch corporate governance;
• the Dutch Corporate Governance Code, which sets out principles and best practices for the governance of Dutch listed companies and is applied on a “comply-or-explain” basis;

• the Financial Markets Supervision Act, which includes certain disclosure requirements for listed companies whose shares are admitted to a regulated market;
• the EU Market Abuse Regulation, which governs the disclosure and use of inside information for listed companies whose shares are admitted to a regulated market – regulatory frameworks with a similar scope exist in the US and other jurisdictions; and
• the company’s constitutional documents further set out the company’s governance and thus play an important role in governing shareholder rights – the company’s articles of association, policies and regulations, and shareholders’ agreements (if any) are of principal importance.

Dutch corporate governance has traditionally been board-oriented, granting significant autonomy and discretion to the board where it pertains to the strategy and policy of the company, including the use of defence measures. In doing so, the board should act solely in the interest of the company, taking into account all stakeholder interests, seeking to create long-term sustainable value. The board is held to account by shareholders, however, and shareholders have the right to express their views through engagement and exercise of their rights. In doing so, shareholders must abide by the principles of reasonableness and fairness.

Within this framework, shareholders may adopt several activist strategies and tactics, including those set out in 11.3 Shareholder Activist Strategies. To do so, they typically leverage their statutory rights (such as the right to attend shareholders’ meetings, submit shareholder proposals or request EGMs) and soft instruments, such as engagement outside of the general meeting.

The goals of activist shareholders are diverse and may include, for instance, improving the capital structure, improving the corporate governance, selling non-core parts, dividend payments and share buyback programmes. There is also increased activism around ESG-related topics.

Depending on their goals, activists tend to combine one or more tactics to pursue their objectives, including:

• private engagement – for instance, by means of a “dear board” letter;
• public engagement, expressing criticism of certain aspects of the company’s strategy, governance or performance, including orchestrating a “vote no” campaign;
• stakebuilding, to build up pressure and show commitment to the board;
• seeking strategic partnerships with other shareholders and stakeholders, including (potential) bidders;
• attending and actively participating at shareholders' meetings, including by expressing criticism during such meetings and asking critical questions;
• submitting shareholders’ proposals or requesting extraordinary general meetings to be convened; and
• initiating litigation, including the proceedings referred to in 10.1 Remedies Against the Company.

This is a non-exhaustive overview of increasingly escalatory steps. Activists generally start with private engagement, followed by public engagement and stakebuilding if unsuccessful. Depending on the profile of the activist, further escalation may take place, with litigation typically being deployed as a last resort.

Companies from different sectors have been targeted by shareholder activists in the past, depending also on market trends.

Activist campaigns in the Netherlands have predominantly originated from well-known international activist funds with a global or European investment focus. Dutch pension funds and other long-term institutional investors are also becoming increasingly more vocal.

There is also an emerging trend of NGOs using traditionally activist techniques to call attention to ESG-related topics, often focusing on climate change. One example is Follow This, a Dutch NGO that pushes for climate action at general meetings of listed companies in the oil and gas sector.

Unfortunately, reliable, comprehensive information on the proportion of public activist demands is not available. Moreover, most of the activist activity in the Netherlands does not become public, so such public demands may not be representative of the broader impact of shareholder activism on listed Dutch companies.

However, available information does suggest that activist demands are often (partially) met. For instance, various companies have made board changes to accommodate some or all activist demands for changes to board composition, and in certain cases activists have successfully pushed boards to implement share repurchase programmes or certain M&A transactions.

Notably, the available information suggests that activists do not typically invoke their formal shareholder rights, such as submitting shareholder proposals to be tabled for an upcoming meeting, but rather leverage (private and public) engagement to achieve their goals.

It is common for listed companies to monitor the market and routinely review potential vulnerabilities, whether financial, operational or reputational. This allows them to identify policies, business practices and performance that could attract the attention of activists or be the subject of investor initiatives. Listed companies typically prepare defence manuals on how to handle activist campaigns, and often set up a dedicated task force to allow for a rapid response.

Activist responses are generally tailored to the specific situation at hand. They tend to combine legal, investor relations and general PR measures to minimise hostile shareholder influence. Such measures include engagement with the activist, which may result in a settlement, as well as engagement with other shareholders and stakeholders, seeking support. Legal measures include the deployment of defence measures, which are well developed in the Dutch market. Typically, these are part of the wider structuring of the company and implemented pre-IPO, so that they can be triggered in case of hostile shareholder activist. Examples of common defence measures include:

• the issuance of protective shares to a protective foundation, allowing for a poison pill-like mechanism to neutralise hostile shareholder influence;
• binding nomination mechanics and supermajority requirements for the appointment and involuntary dismissal of directors which, combined with staggered boards, present a significant hurdle to interfering with board composition;
• listing depositary receipts for shares, instead of the actual shares, so that voting rights can remain with a friendly protective foundation; and
• the use of priority shares held by friendly foundations that have special control rights.

Further reference is made to the so-called “response time” and “cooling-off period”, which can be invoked to temporarily suspend certain shareholder rights. During such time, the company can engage in dialogue with the activist and other shareholders, and explore alternatives.

• Response time: the Dutch Corporate Governance Code provides for a response time of a reasonable period of up to 180 days, which can be invoked once the company becomes aware of a shareholder’s intention to submit agenda items that may lead to a change in the company's strategy, including the dismissal of a director.
• Cooling-off period: Dutch statutory law provides for a cooling-off period of up to 250 days, which may be invoked by the company when it is faced with either a shareholder proposal to appoint, suspend or dismiss members of the board (or amendment of provisions in the company's articles of association related thereto) or an unsolicited public offer for its shares.