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 48 of the annual report).

As at 31 December 2009, no preference shares were issued.

Activities
The board of the Foundation 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;
• the Foundation’s credit facility;
• the membership of the Foundation’s board and its retirement schedule;
• the purpose of the Foundation, the option agreements entered into with Grontmij and the relevant developments on this matter in the Netherlands.

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 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. 

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 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 option agreement entered into by Grontmij and the Foundation pursuant to which Grontmij had a put option to issue preference shares to the Foundation, was cancelled by Grontmij on 6 April 2010.

The possibility of issuing preference shares is an anti-takeover measure. Preference shares can be issued in case of (the threat of ) an undesired acquisition of the majority of the (depositary receipts for) ordinary shares Grontmij by one party or several parties acting in concert, in case of (the threat of ) an undesired concentration of (depositary receipts for) ordinary shares Grontmij with one party or several parties acting in concert and/or to prevent any undesired disruption of independent management of the company. This protective measure, when taken, is temporary in nature and would enable Grontmij to judge any (hostile) undesired 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 regarding the cancelation of the preference shares.

Composition
On 31 December 2009 the board consisted of the following members:

R.J.M. de Beaufort (Chairman)
Year born 1947 Nationality Dutch Term ends and eligible for reappointment 2011 Most important previous position managing director of Bank Insinger De Beaufort.

S.C. Peij
Year born 1970 Nationality Dutch Term ends and eligible for reappointment 2013 Present position director of Governance University (Netherlands) BV.

A.J. ten Cate
Year born 1953 Nationality Dutch Term ends and eligible for reappointment 2012 Present position owner-director of Enatco BV, a 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 2009 can be found on the right hand side under Downloads.