Report of the Stichting Administratiekantoor TKH Group (TKH Trust Office Foundation) 2021
The objective of the Stichting Administratiekantoor TKH Group (“TKH Trust Foundation Office”) is to acquire and hold in trust ordinary shares in TKH Group N.V. (“TKH”), a public company with its registered office in Haaksbergen (the Netherlands), in exchange for the allocation of convertible, registered depositary receipts for shares. In accordance with the provisions of article 7.1.3 of the Terms and Conditions of the TKH Trust Foundation Office governing the shares of TKH, the TKH Trust Foundation Office reports on the activities during the year under review, 2021, exclusively in relation to the administration of shares for which depositary receipts were issued. The total nominal value of the ordinary shares of TKH held in administration amounted to € 10,521,554.25 on December 31, 2021, in exchange for which 42,086,217 depositary receipts for shares1, with a nominal value of € 0.25 each, were issued.
1 The number of depositary receipts for shares has decreased by 624,648 compared to December 31, 2020, due to the cancellation of 623,334 ordinary shares and conversion of on balance 1,314 depositary receipts for shares into ordinary shares.
Meetings of the Board
The Board of TKH Trust Foundation Office met three times during the fi nancial year. Due to COVID-19 restrictions, some of these meetings took place virtually. The topics discussed in the meeting of March 29, 2021 were the Annual General Meeting of Shareholders (“General Meeting”) 2021 and the TKH Annual Report 2020.
The agenda items of the General Meeting were discussed in the meeting of May 6. Due to the special circumstances under which the General Meeting took place on May 6, 2021, with ongoing COVID-19 restriction still limiting in-person meetings, it was decided that no discussion at the General Meeting would be possible regarding the provisional voting determination by the Board of TKH Trust Foundation Office. Because of this, the Board decided to definitively determine its voting behavior in its meeting on May 5, 2021.
Those who hold depositary receipts for shares in the capital of the company were given the opportunity to vote independently on the agenda items voted on in the General Meeting, regarding the shares corresponding with their depositary receipts and subject to the relevant statutory provisions. Holders of depositary receipts of shares collectively representing 63.8% of the capital entitled to vote, requested a proxy from the TKH Trust Foundation Office to vote independently on the shares in question by giving voting instructions to the TKH Trust Foundation Office. TKH Trust Foundation Office voted for the remaining 35.9% of the capital entitled to vote. In doing so, the Board voted in favor of the agenda items in the General Meeting.
In the meeting of September 20, 2021, the company gave an explanation of the published interim figures in 2021. The retirement schedule for 2022 was discussed, as well as the procedure to be followed in respect of the vacancy due to arise in mid-2022, following Mr. H.L.J. Noy’s end of term (who is not available for reappointment).
Following the implementation of the “Bestuur en Toezicht Rechtspersonen Act” in July 2021, the articles of association of the Foundation Trust office were amended as per December 1, 2021.
Board of TKH Trust Foundation Office
The board of TKH Trust Foundation Office has currently three independent members:
- Mr. H.L.J. Noy, Chairman
- Mr. J.S.T. Tiemstra
- Mr. G.W.Ch. Visser
Personal details of the members of the Board and the retirement schedule can be found on the TKH Trust Foundation Office website.
Stichting Administratiekantoor has its office at the company’s address. Stichting Administratiekantoor can also be contacted via its website at: www.stichtingadministratiekantoortkh.com or via email: firstname.lastname@example.org.
Haaksbergen, The Netherlands, March, 2022
Stichting Administratiekantoor TKH Group
The Executive Committee