Anti-takeover measures

The Company has taken the following measures to protect itself against any undesired developments that might have an impact on the independence, continuity and/or identity of the Company and the companies that are held by the Company and the group of companies associated with the Company (hereinafter ‘the Group’). 

Pursuant to a resolution passed by the General Meeting held on 12 June 1972, the Articles of Association include the possibility of issuing preference shares. Stichting Aandelenbeheer BAM Groep (hereafter referred to as ‘the Foundation’) was founded with a view to this possibility in 1978. The objective of the Foundation is to look after the interests of the Company and the Group. Specifically, the Foundation seeks to ensure that the interests of the Company, the Group and all their stakeholders are safeguarded as much as possible, and that influences which could undermine the independence and/or continuity and/or identity of the Company and the Group and which are in conflict with those interests are averted to the best of the Foundation’s ability. The Foundation attempts to achieve its objective by acquiring and holding class B cumulative preference shares in the Company’s capital, by exercising the rights connected with those shares 
and/or by using its right of enquiry.

As announced at the General Meeting held on 4 June 1992 and considered at the General Meeting on 8 June 1993, the Company granted the Foundation an option to acquire class B cumulative preference shares in the Company’s capital on 17 May 1993. This option was granted up to such an amount as the Foundation might require, subject to a maximum of a nominal amount that would result in the total nominal amount of class B cumulative preference shares in issue and not held by the Company equalling no more than ninety-nine point nine per cent (99.9%) of the nominal amount of the issued share capital in the form of shares other than class B cumulative preference shares and not held by the Company at the time of exercising of the right referred to above. The board of the Foundation has the exclusive right to determine whether or not to exercise this right to acquire class B cumulative preference shares. No class B cumulative preference shares have been issued at this time.

On 6 October 2008, the Company granted the Foundation the right, under Article 2:346(c) of the Dutch Civil Code, to submit a petition as referred to in Article 2:345 of the Dutch Civil Code (right of enquiry).

The Supervisory Board and the Executive Board reserve the right, in the interests of the Company and its associated companies, to resolve to take alternative measures in order to protect the Company and the Group against influences that might be regarded by the Supervisory Board and the Executive Board, after balancing the interests of the Company and all of the stakeholders in the Group, as being potentially damaging to the independence, continuity and/or identity of the Company and/or the Group.

The Foundation’s board consists of three members who are appointed by the Foundation’s board, after notification to the Executive Board. The Foundation is supported by its own legal and communication advisors. 

In December 2017 Mr Nooitgedagt was appointed as a member of the board. He will succeed Mr Pieterse as chairman of the board of the Foundation per 1 January 2018. The composition of the board as per the end of this financial year is:

R. Pieterse, chairman
F.K. Buijn 
R. de Jong 
J.J. Nooitgedagt 

The chairman of the Foundation’s board receives an annual fee of €12,000 from the Foundation. The Foundation pays an annual fee of €10,000 to each of the other members of its board.

The particulars of the board members per the end of 2017 are:

R. (Rob) Pieterse (1942), chairman
Mr Pieterse has served on the Foundation’s board since 2009 and was appointed chairman in 2012. He is a Dutch national. A former chairman of the Executive Board of Wolters Kluwer, Mr Pieterse is a member of the Supervisory Board of eVision and is chairman of the board of Stichting Preferente Aandelen USG People. In 2003, Mr Pieterse was a member of the committee that drew up the first Dutch Corporate Governance Code.

F.K. (Frederik) Buijn (1950)
Mr Buijn has been a member of the Foundation’s board since 2012. He is a Dutch national. Due to his long-term experience as a qualified civil-law notary Mr Buijn is well-versed in commercial law. Mr Buijn is a member of the board of the Stichting Preferente Aandelen Arcadis N.V. He is involved in various large family companies as chairman or director of foundation trust offices and is also chairman of the board of the Stichting Instituut Gak.

R. (Rinse) de Jong (1948)
Mr De Jong has been a member of the Foundation’s board since 2009. He is a Dutch national. He was a member of the Executive Board and Chief Financial Officer of Essent. Mr De Jong is chairman of the Supervisory Board of Nederlandse Gasunie, chairman of the Supervisory Board of Rabobank Arnhem en Omstreken. He is a member of the Supervisory Board of Hogeschool van Amsterdam. He is a member of the board of Stichting tot het houden van preferente aandelen Wereldhave. 

J.J. (Jan) Nooitgedagt (1953)
Mr Nooitgedagt serves on the Foundation’s board since 2017 and was appointed chairman in the same year. He is a Dutch national. A former member of the Executive Board and Chief Financial Officer of Aegon, Mr Nooitgedagt is a member of the Supervisory Board of Rabobank, vice-chairman of the Supervisory Board BNG Bank, chairman of the Supervisory Board of Telegraaf Media Groep, member of the Supervisory Board of Robeco, member of the board of the Stichting Beschermingspreferente Aandelen Fugro  and chairman of the board of the Stichting Administratiekantoor Aandelen Kas Bank. He is also the chairman of the board of Stichting Nyenrode (Nyenrode University), chairman of the board of VEUO, member of the committee Financial Reporting and Accountancy at the Dutch Authority for the Financial Markets (AFM) and member of the audit committee of the Dutch Ministry of Justice and Security. 

 

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