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Fugro N : AGM 2026- Agenda and explanatory notes

Fugro N : AGM 2026- Agenda and explanatory

Fugro NvMarch 12, 20264
Fugro N : AGM 2026- Agenda and explanatory notes

About this update from Fugro Nv

The annual general meeting ("AGM") of Fugro N.V. ("Fugro") will be held on Thursday 23 April 2026 at 2:00 pm (CEST) at Leonardo Royal Hotel, Van Stolkweg 1, 2585 JL The Hague, the Netherlands Agenda Opening and notifications Report of the Board of Management for the year 2025: Discussion of the report of the Board of Management for the year 2025 ( for discussion ) Application of the Dutch Corporate Governance Code 2025 (for discussion) Reports of the Supervisory Board: Supervisory Board report for the year 2025 ( for discussion ) Remuneration report for the year 2025 ( advisory vote ) Adoption of the 2025 financial statements ( for resolution) Dividend: Dividend policy (for discussion) Dividend proposal (for resolution) Discharge: Discharge of the members of the Board of Management for their management ( for resolution ) Discharge of the members of the Supervisory Board for their supervision ( for resolution ) Reappointment of statutory auditor to: audit Fugro's 2027 financial statements ( for resolution ) perform an assurance review and issue an assurance opinion in an assurance statement on Fugro's 2027 sustainability statement ( for resolution ) Authorisation of the Board of Management to: issue (or grant rights to acquire) shares up to 10% ( for resolution ) limit or exclude pre-emption rights in respect of issuances and/or grants in connection with agenda item 8a ( for resolution ) Authorisation of the Board of Management for repurchase of shares ( for resolution ) Cancellation of ordinary shares that may be acquired under the repurchase authorisation of agenda item 9 ( for resolution ) Any other business Closing of the meeting Explanatory notes to the agenda Agenda item 2a Discussion of the report of the Board of Management for the year 2025 Discussion of the report of the Board of Management, which is included in the 2025 annual report on pages 6 - 132. The Board of Management will report on market developments, the performance of Fugro in 2025, on recent developments and the 2026 first quarter trading. Agenda item 2b Application of the Dutch Corporate Governance Code 2025 The Dutch Corporate Governance Code has been updated in 2025. The Board of Management will report on Fugro's compliance with the revised Corporate Governance Code. Information on Fugro's governance is included in the 2025 annual report on pages 118 - 127. Agenda item 3a Supervisory Board report for the year 2025 The Supervisory Board will report on its activities during the financial year 2025. The report is included in the 2025 annual report on pages 134 - 141. Agenda item 3b Remuneration report for the year 2025 The remuneration report will be submitted to the General Meeting for an advisory vote. The report is included in the 2025 annual report on pages 143 - 151 and published separately on Fugro's website. Agenda item 4 Adoption of the 2025 financial statements It is proposed to adopt the 2025 financial statements, which are included in the 2025 annual report on pages 153 - 214. Agenda item 5a Dividend policy Fugro had updated its dividend policy to clarify, for dividend purposes, the net result is calculated excluding impairments. Accordingly, Fugro targets a dividend of 25-45% of net result excluding impairments. The dividend will be paid fully in cash. This policy update aligns with the dividend proposal under agenda item 5b. Agenda item 5b Dividend proposal Fugro proposes to distribute a dividend for the financial year 2025 of EUR 0.15 per share, representing a pay-out of 28% of net result excluding impairments, to be paid out of retained earnings in cash. The ex-dividend date will be 27 April 2026, the dividend record date will be 28 April 2026, and the dividend will be payable as from 22 May 2026. The dividend payment is subject to Dutch dividend tax. Shareholders have the option to make use of a Dividend Reinvestment Plan (DRIP), allowing them to reinvest cash received dividends via ING. Further information regarding the DRIP will be made available by ING to all financial intermediaries. Agenda item 6a Discharge of the members of the Board of Management for their management It is proposed to discharge the members of the Board of Management in office during 2025 from all liability in relation to the exercise of their duties in the financial year 2025, to the extent that such exercise is apparent from the financial statements, the announcements during a general meeting or other public disclosures prior to the adoption of the 2025 financial statements. Agenda item 6b Discharge of the members of the Supervisory Board for their supervision It is proposed to discharge the members of the Supervisory Board in office during 2025 from all liability in relation to the exercise of their duties in the financial year 2025, to the extent that such exercise is apparent from the financial statements, the announcements during a general meeting or other public disclosures prior to the adoption of the 2025 financial statements. Agenda item 7a Appointment of statutory auditor to audit the 2027 financial statements The general meeting is the corporate body authorised to appoint the external auditor that will audit the financial statements of Fugro. The Supervisory Board proposes to the General Meeting to appoint Deloitte as statutory auditor for the audit of the statutory consolidated and company-only financial statements of Fugro N.V. for the financial year 2027. This also includes most of the statutory financial statements of Fugro N.V.'s subsidiaries. Agenda item 7b Appointment of statutory auditor for 2027 sustainability statement The Supervisory Board proposes to the General Meeting to appoint Deloitte as the auditor to perform a statutory limited assurance review and issue a limited assurance opinion on Fugro's 2027 sustainability statement in accordance with the requirements of the Corporate Sustainability Reporting Directive (Directive (EU) 2022/2464). Agenda item 8a Authorisation of the Board of Management to issue (or grant rights to acquire) shares up to 10% It is proposed that the Board of Management be designated, in accordance with section 2:96 of the Dutch Civil Code, as the corporate body authorised to, subject to the approval of the Supervisory Board, resolve on the issue of - and/or on the granting of rights to acquire ordinary shares and/or all sorts of financing preference shares in which the authorised capital of Fugro is divided. The authorisation of the Board of Management is requested for a period of 18 months as of 23 April 2026 until 23 October 2027 (inclusive) and will be limited to 10% of the issued capital of Fugro at the date of this AGM. If granted, this authorisation will replace the issue authorisation granted at the annual general meeting on 24 April 2025 (the " 2025 AGM "). Agenda item 8b Authorisation of the Board of Management to limit or exclude pre-emption rights in respect of issuances and/or grants in connection with agenda item 8a It is proposed that the Board of Management be designated, in accordance with section 2:96a of the Dutch Civil Code, as the corporate body authorised to, subject to the approval of the Supervisory Board, limit or exclude pre-emption rights in relation to any issue (or grant of rights to acquire) ordinary shares as described in agenda item 8a. The authorisation is requested for a period of 18 months as of 23 April 2026 until 23 October 2027 (inclusive) and will be limited to 10% of the issued capital at the date of this AGM. If granted, this authorisation will replace the authorisation granted at the 2025 AGM. The authorisation of the Board of Management to issue shares and limit or exclude pre-emption rights is an annually recurring item because the Board of Management considers it in the interest of Fugro and its shareholders to be able to react in a timely manner when certain opportunities or circumstances arise that require the issue of shares. Therefore, the Board of Management would like to have the authority to issue shares when such occasions occur, and to exclude the pre-emption rights in situations where it is imperative to be able to act quickly, without having to request the prior approval of Fugro's shareholders, for which an extraordinary shareholders' meeting would have to be convened, which would take valuable time or create disruptive market speculations. Agenda item 9 Authorisation of the Board of Management to repurchase shares It is proposed that the Board of Management be authorised, in due observance of the statutory requirements, to, subject to the approval of the Supervisory Board, cause Fugro to repurchase shares in its own capital. The authorisation is requested for a period of 18 months as of 23 April 2026 until 23 October 2027 (inclusive) and is limited to a maximum of 10% of the issued capital at the date of acquisition, provided that Fugro will hold no more shares in stock than at maximum 10% of the issued capital, either through purchase on a stock exchange or otherwise, at a price, excluding expenses, not lower than the nominal value of the shares and not higher than 10% above the average of the closing price of the shares on Euronext Amsterdam for the five business days preceding the date on which the repurchase is made, provided that for self-tender offers, accelerated repurchase arrangements and other similar repurchase programs as determined by the Board of Management, the market price shall be the average of the closing price of the shares on Euronext Amsterdam during a period as determined by the Board of Management, which shall be at least one trading day. This authorisation to repurchase own shares provides the Board of Management the required flexibility to fulfil its obligations deriving from employee option and share plans or for other purposes. If granted, this authorisation will replace the authorisation granted at the 2025 AGM. Agenda item 10 Cancellation of ordinary shares that may be acquired by Fugro in connection with the repurchase authorisation of agenda item 9 It is proposed to the General Meeting to cancel ordinary shares that may be acquired by Fugro pursuant to the repurchase authorisation referred under proposal 9. If this proposal is adopted, the exact number of ordinary shares, if any, that will be cancelled (whether or not in separate tranches) will be determined by the Board of Management. The cancellation will become effective after such resolution of the Board of Management has been adopted and publicly announced and subsequently a two-month creditors opposition period has been observed. The aforementioned shall be applicable to each tranche. The notice, agenda and the explanatory notes to the agenda and other meeting documents are available on: http://www.fugro.com/about-fugro/corporate-governance/shareholder-meetings of 4

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