Annual Report 2009 Royal BAM Group nv

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180 2009 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 Group. Pursuant to a resolution passed by the General Meeting of Shareholders held on 12 June 1972, the Articles of Association include the possibility of issuing preference shares. In connection with this, Stichting Aandelenbeheer BAM Groep (hereafter referred to as the Foundation) was founded in 1978. The object of the Foundation is to look after the interests of the Company and the companies that are held by the Company and the Group of companies associated with the Company. Specifically, the Foundation seeks to ensure that the interests of the Company and of those companies and all their stakeholders are safeguarded as well as possible and that influences which could undermine the independence and/or continuity and/or identity of the Company and those companies in conflict with those interests are averted to the best of the Foundation’s ability. The Foundation attempts to achieve its object partly by acquiring, through the option referred to above or otherwise, and holding class B cumulative preference shares in the Company’s capital, by exercising the rights connected with those shares and/or by using the enquiry rights available to it. As announced at the General Meeting of Shareholders held on 4 June 1992, and considered at the General Meeting of Shareholders 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 the class B cumulative preference shares in issue and not held by the Company equalling ninety-nine point nine percent (99.9 percent) 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 the right referred to above. The Executive Committee of the Foundation has the exclusive right to determine whether or not to exercise this right to acquire class B cumulative preference shares. On 6 October 2008, the Company granted the Foundation the right to submit a petition under Article 2:346 sub c of the Netherlands Civil Code to the Enterprise Chamber as specified in Article 2:345 of the Civil Code (right of enquiry). The Foundation’s Executive Committee consists of three members, namely one category A director and two category B directors. The category A director is appointed by the Company’s Executive Board, subject to approval by the Supervisory Board. The category A director may not be a member of the Executive Board or Supervisory Board of the Company or any of its subsidiaries. The category B directors are appointed by the Foundation’s Executive Committee, subject to the approval of the Executive Board, for which the latter for its part requires the approval of the Supervisory Board. A category B director may not be affiliated to the Company as referred to in the, meanwhile expired Appendix X to the General Regulations Amsterdam Stock Market, Rulebook II. The current composition of the Executive Committee is: J. Kleiterp, chairman (A) R. de Jong (B) R. Pieterse (B) The Chairman of the Executive Committee receives an annual fee of €6,000.- from the Foundation. The remaining members of the Foundation’s Executive Committee each receive an annual fee of €5,000.-.
The particulars of the Executive Committee members are: J. Kleiterp (1933), chairman Member of the Foundation’s Executive Committee since 2004 and Chairman since 2005. Dutch national. Former Chairman of the Executive Board of MeesPierson. R. de Jong (1948) Member of the Foundation’s Executive Committee since 2009. Dutch national.Member Executive Board (Chief Financial Officer) Essent. Mr De Jong is also a Member of the Supervisory Board and Chairman of the Audit Committee of KEMA, Member of the Supervisory Board and Chairman of the Audit Committee of APX-Endex (Amsterdam Power Exchange- European Energy Derivates Exchange), Chairman of the Supervisory Board of EAH Holding (Thialf speed skating stadium) and Member of the Supervisory Board and Chairman of the Audit Committee of Enexis. R. Pieterse (1942) Member of the Foundation’s Executive Committee since 2009. Dutch national. Former Chairman of the Executive Board of Wolters Kluwer. Mr Pieterse is Chairman of the Supervisory Board of Koninklijke Grolsch and Non Executive Director of SABMiller, Chairman of the Supervisory Board and Member of the Audit Committee of Mercurius Group Wormerveer, Member of the Supervisory Board and Chairman of the Audit Committee of CSM, Chairman of Vereniging Effecten Uitgevende Ondernemingen (VEUO) and Board Member of EuropeanIssuers (EI), Chairman of the Board of Stichting Bescherming TNT, Chairman of the Board of Stichting Preferente Aandelen USG People and Board Member of Stichting Administratiekantoor Preferente Aandelen Océ. Mr Pieterse was member of the committee responsible for the first Dutch corporate governance code in 2003. No class B cumulative preference shares have been issued at this time. The Supervisory Board and the Executive Board reserve the right, in the interests of the Company and its associated companies, to resolve to take measures other than the issue of class B preference shares in order to protect the Company 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 Group. 181 2009
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2009 10,000 8,000 6,000 4,000 2,000
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Annual Report 2009 Soccer City foot
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Fire service and ambulance station,
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6 2009 Netherlands Belgium United K
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8 2009 Core of BAM’s strategy Mis
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10 2009 Horseshoe-shaped Saendelft
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12 2009 Stock exchange listing Roya
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14 2009 According to the register o
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18 2009 The members possess the exp
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20 2009 The Supervisory Board gave
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24 2009 External auditor Both in it
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26 2009 Remuneration report The fol
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28 2009 The way in which the remune
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30 2009 Rules governing securities
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32 2009 W.K. Wiechers (1940), Chair
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34 2009 J.A.P. van Oosten (1948), C
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36 2009 Result before tax, excludin
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38 2009 In addition to the movement
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40 2009 Wft declaration In accordan
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44 2009 or candidates the Board and
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50 2009 Decision on Article 10 Take
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Temporary steel structure under old
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58 2009 proceedings and of AGIV’s
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60 2009 Rustenburg city centre proj
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62 2009 Construction barometer The
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Construction MAS - Museum aan de St
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66 2009 Restoration of Beverweert C
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68 2009 Office complex, 3 Assembly
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70 2009 BAM South Woningbouw Thames
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Property Approximately 300 luxury h
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74 2009 BAM City Link Woningbouw of
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76 2009 > Kaïros has been operatin
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Civil engineering Pedestrian bridge
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80 2009 BAM Reconstruction Woningbo
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82 2009 BAM Renovation Woningbouw o
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84 2009 BAM Water Woningbouw purifi
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86 2009 BAM Railway Woningbouw viad
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St. Peter the Apostle High School (
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Mechanical and electrical contracti
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Permit procedure for a natural gas
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94 2009 Ukraine, so the local Tebod
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124 2009 Assets ¹ Netherlands Unit
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126 2009 PPP projects The total pos
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128 2009 Tangible assets on order a
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Page 188 and 189: 186 2009 Revenue Operating result e
Page 190: 188 2009 21 April 2010 General Meet
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Annual Report 2009 Royal BAM Group nv

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