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 agreements closed between Grontmij and the Foundation. The Foundation has been established to safeguard the interests of Grontmij, its business and those involved. These interests can be safeguarded by acquiring preference shares and exercising the rights attached to these.
The option agreements entered into by Grontmij and the Foundation have been amended most recently on 30 May 2006. Grontmij has a put option to issue to the Foundation a number of preference shares equivalent to no more than 100% of its nominal issued share capital in the form of ordinary shares, less one. 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 anti-takeover measure. In case of (the threat of) an undesired acquisition of the majority of the (depositary receipts for) ordinary shares Grontmij by, or (the threat of) an undesired concentration of (depositary receipts for) ordinary shares Grontmij with, one party or several parties acting in concert, preference shares can be issued. Execution of this measure enables Grontmij to judge on its merits (the threat of) the undesired arisen situation and to investigate (the existence of) possible alternatives. This protective measure, when taken, is temporary of nature. 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, for which meeting will be put on the agenda a proposal regarding the cancelation of the preference shares.
As at 31 December 2009, no preference shares were issued.
Membership
On 31 December 2009 the board consisted of the following members:
R.J.M. de Beaufort (Chairman)
Year born 1947 Nationality Dutch Retiring and eligible for reappointment 2011 Present position managing director of Bank Insinger De Beaufort.
S.C. Peij
Year born 1970 Nationality Dutch Retiring and eligible for reappointment 2013 Present position managing director of Governance University (Netherlands) BV.
A.J. ten Cate
Year born 1953 Nationality Dutch Retiring and eligible for reappointment 2012 Present position owner-director of Enatco BV, consultancy firm for the pharmaceutical industry.
In 2009, Mr. Peij was reappointed for another four year term.
As at 31 December 2009 Mr De Beaufort held 4,316 Grontmij shares. As at December 31 2009 Mr Peij and Mr Ten Cate did not hold (depositary receipts) for Grontmij shares. The remuneration for the chairman and the other board members amounted to € 4,538 (2008: € 4,538).
Other
The operating costs of the Foundation amounted to € 16,540 (2008: € 16,541) 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 Act on Financial Supervision (Wet op het financieel toezicht).
The Report of the Stichting Preferente Aandelen from the Annual Report 2008 can be found on the right hand side under Downloads.