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 (see page 54 of the annual report).
Activities
The trust office’s board met on two occasions during the year under review. The following topics were discussed during these meetings:
- the annual figures for 2008 and the interim figures for 2009;
- preparations for the Annual General Shareholders Meeting of Grontmij;
- preparations for a meeting of the depositary receipt holders
- the membership of the trust office’s board and its retirement timetable.
During the year, the trust office’s board carried out its customary activities, including acquiring ordinary shares to hold in trust, issuing depositary receipts for them and exercising the rights attached to the shares, including the voting rights.
On 8 April 2009, a depositary receipts holders’ meeting was held to enable the depositary receipt holders to make a recommendation for the appointment of two members of the trust office’s board. Four depositary receipt holders were present representing 186,685 depositary receipts. No recommendation was made. The trust office’s board then reappointed Mr Van Nederveen and appointed Mr Van der Kolk. Regarding the organisation of this depositary receipt holders’ meeting, the trust office’s board obtained external legal advice.
The trust office’s board was present at the Annual General Meeting of Shareholders of Grontmij held on 14 May 2009. For this meeting, the trust office’s board issued proxies to 42 depositary receipt holders and five depositary receipt holders issued binding voting instructions to the board. Those depositary receipts holders represented 54.3% of the issued share capital. The trust office’s board voted at its discretion on 7,855,904 ordinary shares representing 44.7% of the total of votes casted at the meeting. As for the votes casted at its discretion, the trust office’s board - taking into account the comments of the Executive Board, the Supervisory Board and the shareholders present - did not abstain from voting and did not voted against any of the motions.
As at 30 June 2010 the trust office administrates 19,635,968 of Grontmij´s ordinary shares (approximately 94%), against which depositary receipts have been issued.
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.
Composition
As at 31 December 2009 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.
G.J.M. Braks
Year born 1933 Nationality Dutch Term ends and eligible for reappointment 2011 Most important previous positions President of the Upper House of the Dutch Parliament, Minister of Agriculture, Nature Conservation and Fisheries.
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
On 31 December 2009 Mr Van Nederveen, Mr Braks and Mr Van der Kolk did not hold any (depositary receipts for) Grontmij shares. The remuneration for the chairman amounted to € 6,807 (2008: 6,807) while that of the other board members amounted to € 4,538 (2008: € 4,538).
Other
The operating expenses of the trust office amounted to € 23,011 (2008: € 22,937) and are borne by Grontmij, in accordance with existing agreements. The trust office is independent of Grontmij in conformity with the provisions of Article 5 : 71 paragraph 1 sub d of the Act on Financial Supervision (Wet op het financieel toezicht).
Annual General Meeting 2010 Documents:
Convocation
Oproepadvertentie (PDF, 697 kB)
Agenda
Agenda Annual General Meeting of Shareholders, 18 May 2010 (PDF, 546 kB)
Agenda Algemene Vergadering van Aandeelhouders, 18 May 2010 (PDF, 545 kB)
Appendix to Agenda item 6
Proposal to amend the articles of association Grontmij N.V. (263 kB)
Explanatory notes to the proposal to amend the articles of association Grontmij N.V. (PDF, 107 kB)
Voorstel tot statutenwijziging Grontmij N.V. (PDF, 259 kB)
Toelichting bij het voorstel tot statutenwijziging Grontmij N.V. (PDF, 91 kB)
Written proxy (PDF, 481 kB)
Voting instruction (PDF, 479 kB)
Volmacht (PDF, 480 kB) Steminstructie (PDF, 477 kB)