Depositary receipts for shares
As at 31 December 2009, 17,764,920 ordinary shares Grontmij N.V. were issued. 17,495,820 of those ordinary shares were held in trust by the Stichting Administratiekantoor van aandelen Grontmij N.V., for which it issued depositary receipts. The depositary receipts for ordinary shares in Grontmij are listed on Euronext Amsterdam and are included in the Amsterdam Small Cap Index (AScX).
Issuing depositary receipts for ordinary shares Grontmij is not used as an anti-takeover measure. Depositary receipts may without restrictions be converted into ordinary shares Grontmij. 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.
Membership
As at 31 December 2009 the board consists of the following members:
B. van Nederveen (chairman)
Year born 1935 Nationality Dutch First appointment 2005 Reappointed 2009 Retiring 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 First appointment 2003 Reappointed 2007 Retiring 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 First appointment 2009 Retiring 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).