Annual Report 2008 Sustainable design & engineering - Grontmij

Report of the Executive Board
ANTI-TAKEOVER MEASURES
Grontmij’s Articles of Association provide for the option of issuing preference shares. Stichting Preferente Aandelen Grontmij
(the Foundation) has been established to safeguard the interests of Grontmij, its associated companies and all stakeholders.
It is possible to safeguard these interests by acquiring preference shares and exercising the rights associated with them.
The option to issue preference shares must be deemed to constitute a protective measure.
This measure is of a temporary nature and will enable Grontmij to assess the merits of any potentially undesirable hostile
takeover bid or concentration of voting rights. No preference shares had been issued as at 31 December 2008.
Grontmij and the Foundation have entered into agreements to enable Grontmij preference shares to be issued to the
Foundation, which would then purchase them. Through these agreements, Grontmij has acquired a put option to issue a
number of preference shares equivalent to no more than 100% of its issued share capital in the form of ordinary shares,
less one. The Foundation has a call option to buy a number of preference shares for no more than 100% of the company’s
issued share capital in the form of ordinary shares, less one.
The Foundation has a credit facility to enable it to pay the issue price. This price will amount to 25% of the nominal value of
the preference shares issued.
Both the put and call option agreements were renewed on 30 May 2006 following the amendment of Grontmij’s Articles of
Association on 29 May 2006. The reasons for renewing the call option agreement were explained during the Annual General
Meeting of Shareholders held on 17 May 2006. Grontmij is of the opinion that the period during which preference shares are
issued should not be longer than strictly necessary. Therefore, the period within which a shareholders’ meeting whose agenda
includes a proposal for the redemption of preference shares should be held, was reduced from 24 to 12 months following the
initial issue of such preference shares. These amendments have been incorporated into the Articles of Association currently
applicable.
Declarations
No transactions of material significance were conducted during the year under review that involved a conflict of interest for
any member of the Executive or Supervisory Boards. No transactions of material significance were conducted between the
Group and any natural person or legal entity holding more than 10% of Grontmij N.V.’s shares.
To the best of the Executive Board’s knowledge, no agreement has been entered into by shareholders for the purposes of
restricting the transfer of shares (or depositary receipts).
Apart from the credit-facility agreement entered into with Fortis Bank Nederland N.V. mentioned in the note to the
consolidated financial statements for 2008, no major contracts contain ‘change of control’ clauses in relation to Grontmij.
Pursuant to article 5:25c of the Financial Markets Supervision Act (“FMSA”; Wet op het financieel toezicht, “Wft”) and to the best
of our knowledge, the annual financial statements of Grontmij N.V. of 2008 give a true and fair view of the assets, liabilities,
financial position and profit of Grontmij N.V. and the entities included in the consolidation. The report of the Executive Board
(annual report) provides a true and fair view of the state of affairs on the reporting date, the course of business during the year
under review of Grontmij N.V. and its subsidiaries included in the financial statements and includes a description of the
principal risks Grontmij faces.
De Bilt, 11 March 2009
S. Thijsen, CEO
D.G.H. van der Werf, CFO
B.W. Nørgaard, COO
G.P. Dral, COO
GRONTMIJ | ANNUAL REPORT 2008
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