Duties and function

The shares outstanding with third parties are depositary receipts for shares which have been transferred to the Stichting Administratiekantoor TKH Group (the Foundation) by notarial deed. The Foundation issues depositary receipts for shares in exchange for those shares. The voting rights attached to the shares vest in the TKH Trust Office Foundation.

Holders of depositary receipts for shares are entitled to attend and speak at meetings of shareholders. On request by holders of depositary receipts of shares, the Foundation is also obliged to grant them a proxy to vote. They can in that case cast a vote as they see fit at the meeting of shareholders for the number of shares corresponding with the number of depositary receipts for shares owned by them. Holders of depositary receipts for shares may be represented by a proxy at the meeting. The right of the holder of depositary receipts for shares (or his representative) to attend the meeting (and the number of votes to be cast) shall be determined on the basis of the number of depositary receipts for shares owned on the published registration date. The proxy is unlimited and is therefore not limited by any restriction on the exchangeability.

By virtue of Section 118a, Book 2 of the Netherlands Civil Code, the Foundation is not required to grant the proxy or may withdraw a proxy that has been granted if:

  • a hostile public offer is announced or has been made or is expected to be made;
  • one or more persons owns at least 25% of the depositary receipts for shares and/or the shares;
  • the Foundation considers that the voting right of a holder of depositary receipts for shares is fundamentally contrary to the interest of the company. If the Foundation invokes any of these options it must notify the holders of depositary receipts and shareholders stating the reasons.