The purpose of the Stichting Administratiekantoor van aandelen Grontmij N.V. (‘Trust Office’) 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 53 of the annual report).
The Group does not use 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.
Activities
The Trust Office’s board met on four occasions during the year under review. The following topics were discussed during these meetings:
- Grontmij’s annual figures for 2010 and the half year and third quarter interim results for 2011;
- preparations for the meeting of depositary receipt holders;
- preparations for the Annual and the Extraordinary General Shareholders Meeting of Grontmij;
- the membership of the trust office’s board, including the replacement of Mr Braks, and its retirement timetable.
During the year, the Trust Office’s board carried out its customary activities, including acquiring or subscribing for ordinary shares to hold in trust, and issuing depositary receipts for them, exchanging depositary receipts into ordinary shares and exercising the rights attached to the shares the Trust Office holds in trust including the voting rights.
The Trust Office’s board was present at the Annual General Meeting of Shareholders of Grontmij held on 24 May 2011. For this meeting, the Trust Office’s board issued proxies to 73 depositary receipt holders (2010: 52) and six depositary receipt holders issued binding voting instructions to the board (2010: 4). Those depositary receipts holders represented 56% of the issued share capital (2010: 53.3%). The Trust Office’s board voted at its discretion on 8,885,907 ordinary shares (2010: 8,019,973), representing 43.2% of the total of votes casted at the meeting (2010: 45.7%). As for the votes casted at its discretion, the Trust Office’s board - taking into account the explanation of the Executive Board, the Supervisory Board and the shareholders present - did not abstain from voting and did not vote against any of the motions.
The Trust Office’s board was present at the Extraordinary General Meeting of Shareholders of Grontmij held on 9 November 2011. For this meeting, the Trust Office’s board issued proxies to 14 depositary receipt holders (EGM 2010: 24) and six depositary receipt holders issued binding voting instructions to the board (EGM 2010: 2). Those depositary receipts holders represented 46.0% of the issued share capital (EGM 2010: 38.5%).
The Trust Office’s board voted at its discretion on 11,238,839 ordinary shares (EGM 2010: 11,627,549), representing 53.4% of the total of votes cast at the meeting (EGM 2010: 59.2%). As for the votes cast 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 vote against any of the motions.
The number of ordinary shares for which depositary receipts were issued amounted to 21,043,948 ordinary shares as at 31 December 2011 (2010: 20,541,541).
Composition
As at 31 December 2011 the Board consisted of the following members:
B. van Nederveen (1935) chairman
Nationality
Dutch
Term ends and eligible for re-appointment
2013
Most important previous positions
Chairman of the board of Hoechst Holland N.V., president of the Royal institute of Engineers (KIVI).
L.M.J. van Halderen (1946)
Nationality
Dutch
Term ends and eligible for re-appointment
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 (1946)
Nationality
Dutch
Term ends and eligible for re-appointment
2013
Most important previous positions
Corporate Secretary and General Counsel Koninklijke Sphinx N.V.
On 29 March 2011, a meeting of depositary receipt holders was held to give the depositary receipt holders the opportunity to recommend a candidate to fill the vacancy left by the retirement of Mr Braks on grounds as referred to in article 7 sub d and article 5 sub b of the articles of association, because a relative by marriage was appointed managing director of one of Grontmij N.V.’s subsidiaries. Taking into account the recommendation made by one major depositary receipt holder, the Trust Office’s board appointed, in accordance with its intention, Mr L.M.J. van Halderen as a member of the board of the Stichting for a four-year term.
On 31 December 2011, Messrs Van Nederveen, Van Halderen and Van der Kolk held no (depositary receipts for) Grontmij shares.
The remuneration policy for the board members was renewed: The fixed remuneration for the chairman amounts to € 7,000 and for the other board members € 5,000. In addition, the board members receive a variable remuneration of € 1,000 per extraordinary meeting they attend, whereby two board meetings and the annual meeting of shareholders are considered ordinary meetings. Based on this renewed remuneration policy, the actual remuneration for the year under review granted to Mr Van Nederveen amounted to € 10,000 (2010: € 7,000), to Mr Van Halderen amounted to € 7,000 (2010: n.a.) and to Mr Van der Kolk amounted to € 8,000 (2010: € 5,000). In addition, Mr Braks was granted € 5,000 remuneration as if he were board member for the entire year under review.
Other
The operating expenses of the Trust Office amounted to € 37,204 (2010: € 24,166) 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 Financial Markets Supervision Act (‘FMSA’, Wet op het financieel toezicht).
Contact
Stichting Administratiekantoor van aandelen Grontmij N.V.
P.O. Box 203, 3730 AE De Bilt, the Netherlands
Contact: Mrs S. van Nieuwkuyk, T +31 30 220 75 39
De Bilt, 8 March 2012
B. van Nederveen (chairman)
L.M.J. van Halderen
A.G. van der Kolk