Heijmans Share Administration Trust
The following report is presented in line with the best practice provision 4.4.6 in conjunction with provision 4.4.7 of the Dutch Corporate Governance Code.
To emphasise the independence of the Heijmans Share Administration Trust (hereinafter referred to as ‘the SA Trust’), its Board of Trustees first meets in the absence of the members of the Company’s Executive Board. The members of the Executive Board and the Chairman of the Supervisory Board subsequently join the meeting.
Number of shares for which depositary receipts have been issued
The SA Trust has issued depositary receipts for ordinary shares of Heijmans N.V. with the Company’s cooperation. The SA Trust is an independent legal entity, as defined in Section 5:71 (1)(d) of the Financial Supervision Act.
As at 31 December 2022, the SA Trust had depositary receipts for ordinary shares with a nominal value of € 7,065,875.70 in administration, for which 23,552,919 bearer depositary receipts with a nominal value of € 0.30 had been issued.
Number of meetings of the Board of Trustees and most important agenda items
The Board of Trustees of the SA Trust met on three occasions during the year under review.
Meeting of 17 March 2022
The following subjects were discussed during this scheduled meeting of the Board:
The 2021 annual report of Heijmans N.V. and the full-year press release of 12 February 2022.
Discussion of the items on the agenda for the General Meeting of Shareholders of Heijmans N.V. to be held on 12 April 2022.
The annual report related to the financial reporting of the SA Trust for 2021.
The evaluation of the Meeting of Depositary Receipt Holders of 15 November 2021.
The appointment of a trustee.
During the meeting, the SA Trust made a number of comments and asked questions of the Executive Board with respect to subjects including:
The provision recognised for the Wintrack II case, and how it relates to the underlying result at Infra.
Heijmans’ strategy with regard to investments in the land bank.
The degree to which Heijmans has been affected by market circumstances and price increases.
In the spring of 2022, one trustee stepped down. The trustee in question was Mr. J.J.G.M Sanders, who was eligible for reappointment. The Meeting of Depositary Receipt Holders of 15 November 2021 did not submit a recommendation for the filling of this vacancy, so the board decided to reappoint Mr. Sanders for another term of two years.
Meeting of 20 October 2022
Heijmans N.V.’s 2022 interim results.
The resolution to hold a Meeting of Depositary Receipt Holders on 28 November 2022, to be held in person.
The composition of the Board: the chair, Mr. P.W. Moerland, will step down as of the spring meeting of 2023. He is eligible for reappointment. The board decided to open up a vacancy and to give the Meeting of Depositary Receipt Holders of 28 November 2022 the opportunity to nominate candidates.
During the meeting, the SA Trust made a number of comments and asked questions of the chairman of the Executive Board and the chairman of the Supervisory Board on subjects including:
How the Dynniq energy acquisition fits within the strategy of Heijmans and will Heijmans develop activities in light of the energy transition.
What is Heijmans’ view on the use of working capital.
What is the impact of the uncertainty related to the nitrogen emissions issue.
What falls within scope 1 and 2 in light of CO2-neutral working.
Meeting of 28 November 2022
This board meeting focused on the preparations for the Meeting of Depositary Receipt Holders of 28 November 2022.
Meeting of Depositary Receipt Holders of 28 November 2022
On 10 November 2022, the SA Trust convened a meeting to be held on 28 November 2021 at the Heijmans head office.
As per 28 November 2022, the SA Trust had issued a total of 23,552,919 (depositary receipts for) shares. Four depositary receipt holders registered for the meeting, representing a rounded down 0% of the outstanding shares.
During the meeting of Depositary Receipt Holders, the board determined that there were no recommendations for the vacancy created by the resignation of Mr. P.W. Moerland in the spring of 2023. The board reported on the Trust’s activities. The report of the meeting will be drawn up in accordance with best practice provision 4.4.6. in conjunction with provision 4.4.7. of the Dutch Corporate Governance Code and will be published on the Heijmans website.
Participation SA Trust in the General Meeting of Shareholders of 12 April 2022
Four members of the board of the SA Trust attended the General Meeting of Shareholders of 12 April 2022, which took place in person for the first time in three years. At the end of the meeting, after hearing the explanations of the Executive Board and the Supervisory Board, the board of trustees voted in favour of all the agenda items put to a vote.
The board of the SA Trust did not make use of its right to submit questions during the meeting, as the questions submitted in writing and answered at the meeting corresponded with those prepared by the board of the SA Trust.
The SA Trust granted authorisation to holders of depositary receipts who attended the General Meeting of Shareholders in person or who were represented by a third party, to vote independently on the number of depositary receipts for shares reported prior to the meeting, with due observance of the Articles of Association and Trust Conditions.
As was the case in 2010 through 2021, in its convocation for the 2022 General Meeting of Shareholders, the board of the SA Trust offered holders of depositary receipts who were unable to attend the shareholders meeting in person the opportunity to express their views on certain issues via e-mail or otherwise in writing. The board of the SA Trust is then able to take these views into consideration when determining how it will cast its vote. Once again, the board did not receive any response to this offer.
Votes cast at the General Meeting of Shareholders of 12 April 2022
Of the 22,760,472 (depositary receipts for) shares SA Trust had issued as per 12 April 2022, 32,672 (depositary receipts for) shares were registered as present at the meeting (approximately 0.14%; 2021: approximately 20%). The holders of 7,659,065 (depositary receipts for) shares issued voting instructions to ABN AMRO. The SA Trust therefore represented approximately 66% of the depositary receipts for shares at the AGM.
Participation SA Trust Board in the Extraordinary General Meeting of Shareholders of 12 July 2022
Three items were on the agenda for this (physical) meeting, those being the nomination of Mr. A.S. Castelein to be appointed to the Heijmans Supervisory Board, the authorisation to purchase the cumulative preference B financing shares, and the reduction in capital by withdrawing own shares. The SA Trust was represented at this meeting by Mr. P.W. Moerland, chair of the board. On behalf of the board, after explanations by the Executive Board and Supervisory Board, he voted in favour of all the agenda items put to the vote.
Votes cast at the Extraordinary General Meeting of Shareholders of 12 July 2022
Of the 23,552,919 (depositary receipts for) shares SA Trust had issued as per 12 July 2022, 1,005 (depositary receipts for) shares were registered as present at the meeting. The holders of 7,771,287 (depositary receipts for) shares issued voting instructions to ABN AMRO. The SA Trust therefore represented approximately 67% of the depositary receipts for shares at the AGM.
The activities related to the administration of the shares or depositary receipts for shares are carried out by the administrator for the SA Trust, IQ EQ Netherlands N.V. in Amsterdam.
The costs associated with the activities of the SA Trust are primarily related to the costs of administration (which are charged by IQ EQ) and the fees charged by the auditor EY for the audit of the financial statements. Other expenses relate to the remuneration of the trustees (see the section Board of Trustees and Remuneration below).
The Board did not seek any external advice in the 2022 reporting year.
Board of Trustees and Remuneration
The board of the SA Trust consists of:
Mr. P.W. Moerland (chair)
Mr. R.H. Hooghoudt
Mr. J.J.G.M. Sanders
Mr. M.C. van Gelder
P.W. Moerland is Chairman of Stichting Berenschot Beheer. Prior to this, in the period 2003 to October 2013, he was a member of the Executive Board of Rabobank Nederland, for the last four years as chairman. In the years 1980 to 2013, Mr. Moerland was Professor of Business Administration at the University of Groningen and Professor of Business Finance, and from 1999 also Professor of Corporate Governance, at the University of Tilburg. Mr Moerland was appointed as a trustee of the SA Trust on 25 March 2015, and reappointed in the spring of 2019.
R.H. Hooghoudt is a member of the Supervisory Board of IBS Capital Management B.V. and a member of the Supervisory Board of IBS Fund Management B.V. He has been a lawyer since 1975 and in 1990 joined NautaDutilh, where he currently acts as an adviser. Mr. Hooghoudt was appointed as trustee of the SA Trust on 23 March 2016 and reappointed in the spring of 2020.
J.J.G.M. Sanders is Chairman of the Supervisory Board of Bolsius N.V., Chairman of the Supervisory Board of Nemo Healthcare B.V., Chairman of the Supervisory Board of the Catharina Hospital in Eindhoven, Chairman of the Stichting Evenementen Liliane Fonds and member of the Advisory Committee of Voedselbank Eindhoven. From 2010 to mid-2014, Mr. Sanders was Managing Director of PSV N.V., and prior to this he spent 16 years at FrieslandCampina, for the last eight years as Chairman of the Executive Board. Mr. Sanders was appointed as a trustee of the SA Trust on 26 March 2014, reappointed in the spring of 2018, and reappointed again in the spring of 2021 for a term of two years.
M.C. van Gelder is Chairman of the Supervisory Board of Hans Anders N.V., member of the Supervisory Board of Action, Chairman of the Supervisory Board of JP Morgan European Discovery Trust PLC, Chairman of the Supervisory Board of Incision B.V., Chairman of the board of Stichting Continuïteit NN Group, member of the board of Administratiekantoor Continuïteit ABN AMRO Bank. Mr. Van Gelder was CEO of Mediq until 2014, and prior to that worked at Ahold for eight years in both the Netherlands and the US. Mr. Van Gelder was appointed as trustee of the SA Trust in March 2021 for a term of four years.
The remuneration of the Board of Trustees in 2022 amounted to €12,000 for the Chairman and €10,000 for each other trustee.
Heijmans Share Administration Trust
Attn. Ms. N. Schaeffer
5248 JT Rosmalen