The purpose of Stichting Preferente aandelen Grontmij (the ‘Foundation’) is to look after the interests of Grontmij, its business and those involved. This purpose can be pursued through acquiring preference shares and exercising the rights attached to those shares. The possibility of issuing preference shares to the Foundation is an anti-takeover measure (see page 53 of the annual report).
Anti-takeover measure
Grontmij’s Articles of Association provide for the possibility of issuing preference shares. Those shares can be issued to the Stichting Preferente aandelen Grontmij (the Foundation), in accordance with the provisions of the option agreement entered into between Grontmij and the Foundation. The Foundation was established to safeguard the interests of Grontmij, its business and those involved.
This purpose can be pursued through acquiring preference shares and exercising the rights attached to these. Pursuant to an option agreement with Grontmij that was most recently amended on 6 April 2010, the Foundation has a call option to subscribe for a number of preference shares equivalent to no more than 100% of the Grontmij’s nominal issued share capital in the form of ordinary shares, less one. The Foundation has a credit facility to enable it to pay the amount to be paid up on the shares. This amount equals 25% of the nominal value of the preference shares issued.
The possibility of issuing preference shares is an antitakeover measure. Preference shares can be issued in case of (the threat of) an undesired acquisition of the majority of the (depositary receipts for) Grontmij ordinary shares by one party or several parties acting in concert, in case of (the threat of ) an undesired concentration of (depositary receipts for) Grontmij ordinary shares with one party or several parties acting in concert and/or to prevent any undesired disruption of independent management of the Group. This protective measure, when taken, is temporary in nature and would enable Grontmij to judge any (hostile) situation on its merits and/or to explore alternatives. Grontmij’s Articles of Association stipulate that, if preference shares are issued, a general meeting of shareholders is to be held within twelve months after the first issue of preference shares. The agenda for such meeting will contain a proposal on the cancelation of the preference shares. As at 31 December 2011, no preference shares were issued.
As at 31 December 2011, no preference shares were issued.
Activities
The board of the Foundation met on three 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;
- the Foundation’s credit facility, for which a new credit agreement was closed with another bank during the year under review;
- the membership of the Foundation’s board and its retirement schedule.
Composition
On 31 December 2011 the board consisted of the following members:
Jhr. R.J.M. de Beaufort (1947) chairman
Nationality
Dutch
Term ends and eligible for re-appointment
2016
Most important previous position
Managing director of Bank Insinger De Beaufort
A.J. ten Cate (1953)
Nationality
Dutch
Term ends and eligible for re-appointment
2012
Present position
Owner-director of Enatco B.V., a consultancy firm for the pharmaceutical industry.
S.C. Peij (1970)
Nationality
Dutch
Term ends and eligible for re-appointment
2013
Present position
Director of Governance University (Netherlands) B.V.
In the year under review, the Foundation’s board re-appointed Mr De Beaufort for a further four-year term. As at 31 December 2011, Mr De Beaufort held 11,593 (2010: 11,207) Grontmij shares and Mr Peij held 3,330 (2010: nil) depositary receipts for ordinary shares Grontmij; Mr Ten Cate 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 De Beaufort amounted to € 7,000 (2010: € 7,000), to Mr Ten Cate amounted to € 5,000 (2010: € 5,000) and to Mr Peij amounted to € 7,000 (2010: € 5,000).
Other
The operating costs of the Foundation amounted to € 25,857 (2010: € 24,391) and are borne by Grontmij, in accordance with existing agreements. The Foundation is independent of Grontmij in accordance with the provisions of article 5:71 paragraph 1 sub c of the Financial Markets Supervision Act (‘FMSA’, Wet op het financieel toezicht).
Contact
Stichting Preferente aandelen Grontmij
P.O. Box 203, 3730 AE De Bilt, the Netherlands
Contact: info@stichtingpreferenteaandelengrontmij.com
De Bilt, 8 March 2012
R.J.M. de Beaufort (chairman)
A.J. ten Cate
S.C. Peij