The Heijmans Preference Share Trust
The Heijmans Preference Share Trust (hereinafter: ‘the Trust’) is an independent legal entity as defined in Section 5:71 (1)(c) of the Dutch Financial Supervision Act.
As stated in its articles of association of 16 July 2021, the purpose of the Trust is:
To promote the interests of Heijmans N.V. (the Company) and of the business that is maintained by the Company and the companies affiliated with the Company in a group, in such a way that the interests of the Company and of that business and of all those involved are optimally safeguarded, and in such a way that influences that could compromise the independence and/or continuity and/or the identity and/or the strategy of the Company and of those businesses contrary to those interests, are defended against to the greatest extent possible, as well as to take any action connected with or possibly conducive to the above;
The Trust endeavours to attain its goal by, among other things, acquiring and managing shares, in particular preference shares, in the capital of the Company and by exercising - in court proceedings or elsewhere - the rights granted to it pursuant to the law, the articles of association or by virtue of agreement; and
The Trust may dispose of the shares it has acquired or may pledge them, provided that the voting rights associated with the shares in question do not transfer to the pledgee, or are not otherwise encumbered, on the understanding that the Company’s approval is necessary for any disposal of shares.
The Trust has the right (a call option) to acquire preference shares in the capital of Heijmans N.V. up to a maximum of (close to) 100% of the nominal value of the capital issued in ordinary shares and financing B preference shares.
The Trust was granted the right of inquiry in 2008.
At the start of 2022, Mr. F.J.G.M Cremers indicated a desire to step down at the end of 2022. At the board meeting of 3 October 2022, the board appointed Mr. B.J. Noteboom as a trustee for a term of three years, namely until the spring meeting in 2026. Mr. Cremers stepped down on 31 December 2022.
The composition of the Board of Trustees is as follows:
Mr. S.C.J.J. Kortmann
Mr. B. van der Veer
Mr. B.J. Noteboom (as per 1 January 2023)