DE BILT, Netherlands, August 28, 2015 /PRNewswire/ --
The extraordinary General Meeting of Shareholders ("EGM") of Grontmij N.V. (the "Company" or "Grontmij"), which was held today in connection with the recommended public mixed exchange and cash offer by Sweco AB ("Sweco") for all issued and outstanding ordinary shares in the capital of Grontmij (the "Offer"), adopted all proposed resolutions.
At the EGM, the Offer was explained.
The following resolutions, all of which relate to the Offer, were passed:
1) Cross-border legal merger
a) Amendment of the articles of association of the Company in connection with the
proposed merger as referred to under agenda item 3b. (the "Pre-Merger Amendment")
b) Cross-border legal merger (grensoverschrijdende fusie) between the Company (as the
disappearing company) and Sweco (as the surviving company) (the "Merger") in
accordance with the merger terms adopted by the board of directors of Sweco and
the executive board of Grontmij (the "Executive Board") (the "Merger Terms")
2) Conditional amendment of the articles of association of the Company as per the
Settlement Date (as defined in the Offer Memorandum) of the Offer
3) Conditional appointment of the following persons as members of the Executive Board as
per the Settlement Date:
a) Mr Jonas Dahlberg
b) Mrs Caroline Lindgren
4) Conditional granting of full and final discharge to each of the members of the
Executive Board from any and all liabilities for the performance of their duties up to
the date of the EGM
5) Conditional appointment of the following persons as members of the supervisory board
of Grontmij (the "Supervisory Board") as per the Settlement Date:
a) Mr Tomas Carlsson
b) Mrs Lisa Lagerwall
6) Conditional granting of full and final discharge to each of the members of the
Supervisory Board from any and all liabilities for the performance of their duties up
to the date of the EGM
The Pre-Merger Amendment was implemented during a suspension of the EGM.
The implementation of the Merger is subject to the Offer having been declared unconditional (gestanddoening), Settlement having taken place, and the Merger conditions as described in Section 14.2 of the Merger Terms having been fulfilled or waived (as the case may be).
The resolutions listed under 4 to 8 above are all subject to the Offer having been declared unconditional (gestanddoening).
Shareholders who have voted against the Merger, have a statutory withdrawal right. The withdrawal right is further explained in the explanatory notes to the agenda of the EGM. A withdrawal application form can be downloaded from the Company's website.
Grontmij is a leading European company in the Consulting & Engineering industry with world class expertise in the fields of energy, highways & roads, sustainable buildings and water.
Our leading principle is Sustainability by Design. This enables our professionals to support clients in developing the built and natural environment. Established in 1915, Grontmij is listed on the NYSE Euronext stock exchange.
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CONTACT: For more information please contact: Grontmij N.V. Michele Negen:+31-88-8115884