Purpose of the Stichting Administratiekantoor
The Stichting Administratiekantoor van aandelen Grontmij N.V. (‘the trust office’) purpose is to acquire and hold in trust ordinary Grontmij shares for which shares it will issue convertible depositary receipts, to manage the shares it holds in trust and to exercise the rights attached to these shares, including the voting power. When exercising the rights attached to the shares it holds in trust, the trust office shall be guided primarily by the interests of the depositary receipt holders, taking into account the interests of Grontmij, its business and those involved. Issuing depositary receipts for ordinary Grontmij shares is not used as an anti-takeover measure.
Depositary receipts for shares
The Group does not use the instrument of depositary receipts for ordinary Grontmij shares as an anti-takeover measure. Depositary receipts may be converted into ordinary Grontmij shares without restrictions. In accordance with the Code, the board of the Stichting Administratiekantoor van aandelen Grontmij N.V. issues proxies, without limitation and in all circumstances, to depositary receipt holders who so request. Depositary receipt holders thus authorised can exercise the voting right at their discretion. Depositary receipt holders may issue binding voting instructions to the Stichting Administratiekantoor van aandelen Grontmij N.V. in respect of the shares it holds in trust on their behalf.
As at 29 March 2011 the trust office administrates 20,541,541 of Grontmij´s ordinary shares (approximately 98,6%), against which depositary receipts have been issued.
Meeting of holders of depositary receipts – 29 March 2011
On 29 March 2011, a depositary receipts holders’ meeting was held to enable the depositary receipt holders to make a recommendation for the appointment of the vacancy that was left by the ending of the membership of Mr. G.J.M. Braks. During the meeting of holders of depositary receipts, depositary receipt holders have exercised the right to recommend a person for appointment. In anticipation of the meeting of depositary receipt holders, the board of directors found Mr. Van Halderen willing to put himself up as a candidate, because experience shows that the recommendation right is not always exercised. The board of directors has reviewed the CV’s of both candidates and assessed them in the light of the profile, which both candidates fit. The board of directors resolved to appoint Mr. Van Halderen having regard to his ample knowledge of and experience in businesses related to the public sector and his proven abilities as CEO of an international company.
See the draft minutes of the meeting of holders of depositary receipts - 29 March 2011 (Dutch)
Composition
As at 29 March 2011 the board consists of the following members:
B. van Nederveen (chairman)
Year born 1935 Nationality Dutch Term ends and eligible for reappointment 2013 Most important previous positions Chairman of the Board of Hoechst Holland NV, President of the Royal Insitute of Engineers.
L.M.J. van Halderen
Year born 1946 Nationality Dutch Term ends and eligible for reappointment 2015 Most important previous positions Chairman of the Executive Board of EPON (now: Electrabel Nederland), Chairman of the Executive Board of N.V. Nuon,
A.G. van der Kolk
Year born 1946 Nationality Dutch Term ends and eligible for reappointment 2013 Most important previous position Corporate Secretary and General Counsel Koninklijke Sphinx NV
As 29 March 2011 Mr Van Nederveen, Mr van Halderen and Mr Van der Kolk did not hold any (depositary receipts for) Grontmij shares. The remuneration for the chairman amounted to € 7,000 (2009: 6,807) while that of the other board members amounted to € 5,000 (2009: € 4,538).