Exhibit (s)
BAAN COMPANY N.V.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Shareholders of Baan Company N.V. (the "Company") and usufructuaries and
pledgees that may exercise voting rights on shares of the Company, are hereby
invited to attend the Extraordinary General Meeting of Shareholders of the
Company (the "Meeting") to be held on Friday, August 18, 2000, at 09:00 hrs
(CET), at Conference Center `Hart van Holland', located at Berencamperweg 12,
3861 MC Nijkerk, the Netherlands.
The agenda of the Meeting contains of the following items:
A. Opening
B. Items of business:
1. Annual Report of the Board of Managing Directors for the year
ended December 31, 1999:
a. Consideration and adoption of the Annual Accounts of the
Company for the year ended December 31, 1999
b. Discharge of the members of the Boards of Managing and
Supervisory Directors
2. Appointment of new members of the Board of Managing Directors
3. Appointment of new members of the Board of Supervisory Directors
4. Consideration and approval of the execution and performance by the
Company of the "Asset Purchase Agreement and Offer Amendment" dated
July 26, 2000 between the Company and Baan Software B.V. on the one
hand and Invensys Holdings Limited and Invensys Plc. on the other hand
and all transactions contemplated thereby
5. Partial amendment of the Company's Articles of Association to change
the financial year of the Company from the calendar year to a financial
year from September 1 through August 31
6. Any other business as may properly come before the Meeting
7. Questions
C. Closing
The foregoing items B.1-B.6 are more fully described in the Explanatory Notes to
the Agenda.
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The Agenda for the Meeting and Explanatory Notes thereto are available free of
charge for inspection and obtainable by the shareholders, usufructuaries and
pledgees that may exercise voting rights, at the offices of the Company at the
Baron van Nagellstraat 89, 3771 LK Barneveld, the Netherlands, and at 2191 Fox
Mill Road, Herndon, Virginia 20171, United States of America, and at the offices
of ABN AMRO Bank N.V. and Morgan Guaranty Trust Company of New York referred to
below and at the Public Reference Facilities maintained by the Securities and
Exchange Commission in Washington, DC. Copies of such materials can be obtained
from the Public Reference Section of the Commission, Washington, DC 20549,
United States of America, at prescribed rates.
In order to attend and to exercise their rights at the Meeting, holders of
bearer shares, and usufructuaries and pledgees that may exercise voting rights
on bearer shares, are required to deposit no later than Monday August 14, 2000
(before 4.00 p.m. local time) until after closing of the Meeting their share
certificates or a deposit certificate issued in respect of such shares by a
banking institution, against issuance of a receipt, at the offices of ABN AMRO
Bank N.V., Herengracht 595, Amsterdam, the Netherlands, or at the offices of
Morgan Guaranty Trust Company of New York, Depository, Attn: William Yetto, P.O.
Box 9383, Boston, MA 02205-9958, United States of America. Only such receipt
shall entitle the shareholder, usufructuary or pledgee with voting rights, to
attend the Meeting.
In order to attend and to exercise their rights at the Meeting, holders of
registered shares, and usufructuaries and pledgees that may exercise voting
rights on registered shares, are required to notify the Company in writing of
their intention to attend the Meeting no later than Monday August 14, 2000
(before 4.00 p.m. local time) by delivering such notification to one of the
above mentioned offices of the Company in Barneveld or Herndon, VA, or to one of
the above mentioned offices of ABN AMRO Bank N.V. or Morgan Guaranty Trust
Company of New York, together with a specification of the numbers of the share
certificates which may have been issued in respect of such shares. Upon timely
receipt of such notification, the shareholder, usufructuary or pledgee with
voting rights, shall be provided with an admission ticket for the Meeting. A
shareholder, usufructuary or pledgee with voting rights may only exercise his
rights at the Meeting in respect of the shares that are registered in his name
on both the time of such notification and the date of the Meeting.
The right of a shareholder, usufructuary or pledgee with voting rights to attend
and vote at the Meeting can be exercised on his behalf by a person who is
authorised in writing to do so. The written proxy must be deposited no later
than at the time, and at the place, indicated above for bearer shares (or a
deposit certificate). Holders of registered shares will be sent a proxy card
which can be used for such purpose; proper completion and timely return of the
proxy card by holders of registered shares, together with a specification of the
numbers of any share certificates issued in respect of their shares (see above),
constitutes proper notice of intent to attend by proxy for the purposes hereof.
Management Board of Baan Company N.V.
Barneveld, the Netherlands
August 3, 2000
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