Report

Report of the Stichting Administratiekantoor TKH Group (TKH Trust Office Foundation) 2018

In accordance with the provisions of Article 9 of the Trust Terms and Conditions governing the shares of TKH Group NV, as last amended on 16 April 2018, we wish to report on the activities during the year under review, 2018, related exclusively to the administration of shares for which depositary receipts have been issued.

The total nominal value of the ordinary shares of TKH Group NV held in administration amounted to € 10,670,379.50 on 31 December 2018, in exchange for which 42,681,518 depositary receipts for shares1 with a nominal value of € 0.25 each have been issued. The number of depositary receipts for shares has increased by 16,804 compared to 31 December 2017 due to the conversion of registered shares into depositary receipts for shares.

The objective of Stichting Administratiekantoor TKH Group (Stichting Administratiekantoor) is to acquire and administer registered shares in the public limited company TKH Group N.V. which has its seat in Haaksbergen and to hold them for management in exchange for issuing exchangeable bearer depositary receipts for shares. Stichting Administratiekantoor must exercise the rights attached to the shares in such a way that the interests of the company and its associated businesses and all its stakeholders are protected as well as possible. Hollandsch Administratiekantoor BV in Amsterdam was the administrator of Stichting Administratiekantoor. On 10 September 2018 Hollandsch Administratiekantoor B.V. merged with SGG Financial Services B.V. and the administration was continued by SGG Financial Services B.V. from that date.

Meetings of the Executive Committee

The Executive Committee of Stichting Administratiekantoor met three times during the financial year. At the meeting on 29 March 2018 the topics on the agenda of the 2018 General Meeting of Shareholders were discussed and the Executive Board of the company provided an explanation of the TKH 2017 annual report. Stichting Administratiekantoor’s 2017 financial statements were also discussed, approved and subsequently adopted. The meeting formally adopted the amendments to the articles of association and the trust terms and conditions of Stichting Administratiekantoor, after which the deeds were executed on 16 April 2018, taking into account the relevant provisions of the articles of association. The provisions of the Dutch Corporate Governance Code affecting the issuing of depositary receipts for shares were once again discussed, also with specific mention of Stichting Administratiekantoor’s legal authority to deny proxies or revoke a particular proxy under certain situations prescribed by law. In this respect, it was determined once again that the law – in this case Section 118(a) of Book 2 of the Netherlands Civil Code – prevails over the relevant provisions of the Code. The Executive Committee of Stichting Administratiekantoor once more emphasised that depositary receipt holders are granted a proxy to vote in their own right and at their own discretion in a meeting of shareholders, but that the Executive Committee will be entitled to limit, preclude or revoke that proxy under certain circumstances prescribed by law. Should a situation arise in which, by law, a proxy does not have to be furnished or a previously issued proxy can be revoked, then the Executive Committee of Stichting Administratiekantoor, acting with circumspection, will invoke its authority to deny the proxy or revoke a proxy that has already been granted.

At the meeting on 3 May 2018, the agenda items of the 2018 General Meeting of Shareholders were discussed and Stichting Administratiekantoor’s Executive Committee decided on its preliminary voting intentions, in advance of the deliberations at the meeting itself. At the 2018 General Meeting of Shareholders the holders of depositary receipts for shares in the capital of the company were allowed to vote independently in respect of the shares corresponding with their depositary receipts and subject to the relevant statutory provisions. At the meeting, 99.7% of the company’s issued capital was represented. 67.74% of the holders of depositary receipts for shares requested a proxy from Stichting Administratiekantoor to vote independently on the shares in question. Of these, 48.9% of the holders of depositary receipts for shares issued voting instructions to Stichting Administratiekantoor prior to the meeting. During the 2018 General Meeting of Shareholders, Stichting Administratiekantoor voted for the remaining 32.2% of the issued capital represented at the meeting. After considering all the relevant factors, Stichting Administratiekantoor voted in favour of all of the items on the agenda which were put to a vote.

At the meeting on 18 September 2018, the company’s Executive Board gave a presentation on the mid-year figures for 2018 that had been published. The schedule of retirement was discussed, which shows that Mr. J.S.T. Tiemstra will retire in 2019 and will be eligible for reappointment for a further period of four years. The procedure to be followed for this vacancy was discussed at the meeting.

Schedule of Retirement

In accordance with the Schedule of Retirement of Stichting Administratiekantoor, Mr. J.S.T. Tiemstra will retire in 2019 and will be eligible for reappointment for a further term of four years. By means of its website, Stichting Administratiekantoor has given the holders of depositary receipts for shares the opportunity to put forward the names of possible candidates that fit the profile. The meeting of Stichting Administratiekantoor in March 2019 will again discuss the vacancy and any suggestions for potential candidates put forward by holders of depositary receipt for shares will be discussed.

Remuneration

The remuneration of Stichting Administratiekantoor’s independent Executive Committee members was most recently amended on 1 January 2015. The annual remuneration for the chairman is € 12,500 and € 10,000 for a director (both excluding VAT). Additional remuneration is awarded if Stichting Administratiekantoor’s Executive Committee is expected to make an extra effort. The costs of Stichting Administratiekantoor amounted to € 65,426 in 2018 (2017: € 54,092).

In Memoriam

In August 2018 we received the sad news of the death of former director of Stichting Administratiekantoor, Professor M.W. den Boogert. Mr. Den Boogert was a member of the Executive Committee of Stichting Administratiekantoor from 2006 to July 2017. In Mr. Den Boogert we have lost a friendly and very capable director.

Contact details

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: stak@tkhgroup.com.


Haaksbergen, The Netherlands, March 2019
Stichting Administratiekantoor TKH Group
The Executive Committee

Archive

Report of the Stichting Administratiekantoor TKH Group (TKH Trust Office Foundation) 2017

In accordance with the provisions of Article 9 of the Trust Terms and Conditions governing the shares of TKH Group NV, as last amended on 14 May 2007, we wish to report the following:

  • The activities during the year under review, related exclusively to the administration of shares for which depository receipts have been issued.
  • The total nominal value of the ordinary shares of TKH Group NV held in administration amounted to € 10,666,178.50 on 31 December 2017, in exchange for which 42,664,714 depositary receipts for shares 1 with a nominal value of € 0.25 each have been issued.
  • The number of depositary receipts increased by 13,639 compared to 31 December 2016, due to the conversion of register shares into depositary receipts for shares.

The objective of Stichting Administratiekantoor TKH Group (Stichting Administratiekantoor) is to acquire and administer registered shares in the public limited company TKH Group NV which has its seat in Haaksbergen and to hold them for management in exchange for issuing exchangeable bearer depositary receipts for shares.  Stichting Administratiekantoor shall exercise the rights attached to the shares in such a way that all the interests involved with the company and its enterprise are guaranteed as effectively as possible. Hollandsch Administratiekantoor BV in Amsterdam is the administrator of the Foundation.

Meetings of the Executive Committee

The Executive Committee of the Foundation met three times during the financial year.

At the meeting on 30 March 2017 the topics on the agenda of the 2017 General Meeting of Shareholders were discussed and the Executive Board of the company provided an explanation of the TKH 2016 annual report. The 2015 financial statements of Stichting Administratiekantoor were also discussed, approved and subsequently adopted at the meeting. The vacancy on the Executive Committee of Stichting Administratiekantoor has been discussed, due to the resignation of Mr. Den Boogert in connection with the expiry of the statutory term of office. The vacancy was announced on the website of Stichting Administratiekantoor, with holders of depositary receipts being given the opportunity to put forward the names of possible candidates. There were no responses to this announcement. Following a selection of possible candidates, the Executive Committee subsequently appointed Mr. G.W.Ch. Visser as member of the Executive Committee of Stichting Administratiekantoor, for a period of four years, commencing on 1 July 2017.

In preparation for the General Meeting of Shareholders, the Executive Committee met on 3 May 2017 and discussed the items on the agenda for the AGM. The  Executive Committee of Stichting Administratiekantoor decided on its preliminary voting intentions, in advance of the deliberations at the AGM itself.

At the 2017 General Meeting of Shareholders the holders of depositary receipts of shares in the capital of the company were allowed to vote independently in respect of the shares corresponding with their depositary receipts and subject to the relevant statutory provisions. At the meeting, 99.6% of the issued capital was represented. 62.4% of the holders of depositary receipts for shares requested a proxy from Stichting Administratiekantoor to vote independently on the shares in question. Prior to the meeting, 45.5% of the holders of depositary receipts gave voting instructions to the Foundation. During the 2017 General Meeting of Shareholders, Stichting Administratiekantoor voted for the remaining 37.5% of the issued capital represented at the meeting. After considering all the relevant factors, Stichting Administratiekantoor voted at the AGM in favour of all of the items on the agenda which were put to a vote.

At the meeting on 19 September 2017, the Executive Board gave a presentation on the interim figures 2017 that had been published. The provisions of the revised Corporate Governance Code ('Code') that relates to Stichting Administratiekantoor were discussed and, where necessary, opinions have been determined. In this context, specific attention was paid to the legal authority of Stichting Administratiekantoor to deny proxies or revoke a particular proxy under certain situations prescribed by law. In this respect, it was determined again that the law – in this case Section 118(a) of Book 2 of the Netherlands Civil Code – prevails over the relevant provisions of the Code. Stichting Administratiekantoor once again emphasised that depositary receipt holders are granted a proxy to vote in their own right and at their own discretion in a meeting of shareholders, but that the Executive Committee will be entitled to limit, preclude or revoke that proxy under certain circumstances prescribed by law. Should a situation arise in which, by law, a proxy does not have to be furnished or a previously issued proxy can be revoked, then the Executive Committee of the Foundation, acting with the utmost circumspection, will invoke its authority to deny the proxy or revoke a proxy that has already been granted. In addition, the proposed amendment to the articles of association and administration conditions of Stichting Administratiekantoor was discussed during the meeting, to align it with current legislation and regulations, including the Securities Giro Transactions Act (Wge) and Euronext Rulebook II, as well as the decision about the provisions by the Executive Committee towards the revised Code. The Foundation has consulted its external legal advisor for the proposed amendment of the articles of association and administration conditions. The Executive Committee has consulted its external legal advisor for the proposed amendment of the articles of association and administration conditions.

Schedule of retirement

In the year under review, Mr. Prof. M.W. den Boogert resigned and could not be reappointed for a subsequent term in view of the expiry of the statutory term of office. The Executive Committee is greatly indebted to Mr. Den Boogert for his very large involvement and the extensive knowledge and experience both from a legal point of view and in the context of corporate governance, he contributed during his term of office. In the vacancy that has arisen, Mr. G.W.Ch. Visser appointed as member of the Executive Committee of Stichting Administratiekantoor as of 1 July 2017 and for a period of four years.

Remuneration

The remuneration of the independent Executive Committee members was most recently amended as per 1 January 2015. The annual remuneration for the chairman is € 12,500 and € 10,000 for a member (both excluding VAT). Additional remuneration is awarded if the Foundation’s Executive Committee is expected to make an extra effort.

The costs of the Foundation amounted to € 56,192 in 2017 (2016: € 60,447).

Contact details

The Foundation has its office at the company’s address. The Foundation can also be contacted via its website at: www.stichtingadministratiekantoortkh.com or via email: stak@tkhgroup.com.

Haaksbergen, 19 March 2018
Stichting Administratiekantoor TKH Group
The Executive Committee

Statement of independence

The Executive Board of TKH Group NV and the Executive Committee of the Foundation hereby state that, jointly and severally, they are of the opinion that the Foundation is a legal entity which is independent of TKH Group NV within the meaning of Section 5.71(1)(d) of the Financial Supervision Act.

Haaksbergen,19 March 2018  
TKH Group NV     
Executive Board

Stichting Administratiekantoor TKH Group
The Executive Committee

Report of the Stichting Administratiekantoor TKH Group (TKH Trust Office Foundation) 2016

In accordance with the provisions of Article 9 of the Trust Terms and Conditions governing the shares of TKH Group NV, as last amended on 14 May 2007, we wish to report the following.

  • The activities during the year under review, 2016, related exclusively to the administration of shares for which depository receipts have been issued.
  • The total nominal value of the ordinary shares of TKH Group NV held in administration amounted to € 10,662,768.75 on 31 December 2016, in exchange for which 42,651,075 depositary receipts for shares with a nominal value of € 0.25 each have been issued.

The objective of Stichting Administratiekantoor TKH Group (the Foundation) is to acquire and administer registered shares in the public limited company TKH Group NV which has its seat in Haaksbergen and to hold them for management in exchange for issuing exchangeable bearer depositary receipts for shares.  The Foundation shall exercise the rights attached to the shares in such a way that all the interests involved with the company and its enterprise are guaranteed as effectively as possible. Hollandsch Administratiekantoor BV in Amsterdam is the administrator of the Foundation.

Meetings of the Executive Committee

The Executive Committee of the Foundation met three times during the financial year.

At the meeting on 30 March 2016 the topics on the agenda of the 2016 General Meeting of Shareholders were discussed and the Executive Board of the company provided an explanation of the TKH 2015 annual report. The Foundation’s 2015 financial statements were also discussed, approved and subsequently adopted at the meeting. In connection with the expiry of Mr. Noy’s statutory term of office, he retired in 2016 and is eligible for reappointment to another term. The vacancy was announced on the Foundation’s website, with holders of depositary receipts being given the opportunity to put forward the names of possible candidates. There were no responses to this announcement. The Executive Committee subsequently reappointed Mr. Noy as director of the Foundation, in the position of chairman, for a period of four years commencing on 1 July 2016.

The meeting also discussed the provisions of the Dutch Corporate Governance Code affecting the issuing of depositary receipts for shares. Specific attention was paid to the Foundation’s legal authority to deny proxies or revoke a particular proxy under certain situations prescribed by law. In this respect, it was determined that the law – in this case Section 118(a) of Book 2 of the Netherlands Civil Code – prevails over the relevant provisions of the Code. The Foundation once again emphasized that depositary receipt holders are granted a proxy to vote in their own right and at their own discretion in a meeting of shareholders, but that the Executive Committee will be entitled to limit, preclude or revoke that proxy under certain circumstances prescribed by law. Should a situation arise in which, by law, a proxy does not have to be furnished or a previously issued proxy can be revoked, then the Executive Committee of the Foundation, acting with the utmost circumspection, will invoke its authority to deny the proxy or revoke a proxy that has already been granted.

In preparation for the General Meeting of Shareholders, the Foundation’s Executive Committee met on 26 April 2016 and discussed the items on the agenda for the AGM. The Foundation’s Executive Committee decided on its preliminary voting intentions, in advance of the deliberations at the AGM itself.

At the 2016 General Meeting of Shareholders the holders of depositary receipts of shares in the capital of the company were allowed to vote independently in respect of the shares corresponding with their depositary receipts and subject to the relevant statutory provisions. At the meeting, 99.6% of the issued capital was represented. 58.9% of the holders of depositary receipts for shares requested a proxy from the Foundation to vote independently on the shares in question. Prior to the meeting, 44.1% of the holders of depositary receipts gave voting instructions to the Foundation. During the 2016 General Meeting of Shareholders, the Foundation voted for the remaining 40.8% of the issued capital represented at the meeting. After considering all the relevant factors, the Foundation voted at the AGM in favour of all of the items on the agenda which were put to a vote.

At the meeting on 27 September 2016, the Executive Board gave a presentation on the mid-year figures for 2016 that had been published. The 2017 Schedule of Retirement was discussed, which indicates that Professor M.W. den Boogert is retiring and is not eligible for reappointment to another term because his statutory term limit has been reached. The ideal profile for recruiting candidates for the position of board member was also broached at the meeting, together with the procedure for filling the vacancy that had arisen. The meeting of the Executive Committee was held at VMI Holland BV in Epe (the Netherlands). After the meeting, VMI’s management gave a presentation and the Foundation’s Executive Committee was given a tour of the production halls, with insight being provided into the technologically advanced tire manufacturing systems.   Schedule of retirement Mr. Noy retired in the reporting year 2016. He was reappointed for another term of four years. As per the Foundation’s Schedule of Retirement, Professor M.W. den Boogert will be retiring in 2017 and is not eligible for reappointment to another term because his statutory term limit has been reached. By means of its website, the Foundation has given the holders of depositary receipts of shares the opportunity to put forward the names of possible candidates that fit the profile. The meeting of the Foundation in March 2017 will discuss the vacancy on the Executive Committee of the Foundation.

Remuneration of the Executive Committee of the Foundation

The remuneration of the Foundation’s independent Executive Committee members was most recently amended on 1 January 2015. The annual remuneration for the chairman is € 12,500 and € 10,000 for a director (both excluding VAT). Additional remuneration is awarded if the Foundation’s Executive Committee is expected to make an extra effort.

The costs of the Foundation amounted to € 60,447 in 2016 (2015: € 70,273).

Contact details

The Foundation has its office at the company’s address. The Foundation can also be contacted via its website at: www.stichtingadministratiekantoortkh.com or via email: stak@tkhgroup.com.

Haaksbergen, 14 March 2017

Stichting Administratiekantoor TKH Group
The Executive Committee

Statement of independence

The Executive Board of TKH Group NV and the Executive Committee of the Foundation hereby state that, jointly and severally, they are of the opinion that the Foundation is a legal entity which is independent of TKH Group NV within the meaning of Section 5.71(1)(d) of the Financial Supervision Act.

Haaksbergen, 14 March 2017
TKH Group NV
Executive Board

Haaksbergen, 14 March 2017
Stichting Administratiekantoor TKH Group
The Executive Committee

Report of the Stichting Administratiekantoor TKH Group (TKH Trust Office Foundation) 2015

In accordance with the provisions of Article 9 of the Trust Terms and Conditions governing the shares of TKH Group NV, as last amended on 14 May 2007, we wish to report the following:

  • The activities during the year under review, 2015, related exclusively to the administration of shares for which depository receipts have been issued;
    - The total nominal value of the ordinary shares of TKH Group NV held in administration amounted to € 10,561,351.50 on 31 December 2015, in exchange for which 42,245,406 depositary receipts for shares with a par value of € 0.25 each have been issued.
  • The objective of the TKH Group Trust Office Foundation (‘the Trust Office’) is to acquire and hold in trust ordinary shares in TKH Group NV, a public company which has its registered office in Haaksbergen (the Netherlands), in exchange for the allocation of convertible, registered depositary receipts for shares. The Trust Office shall exercise the rights attached to the shares in such a way that the interests of the company and its business and all parties involved are safeguarded as effectively as possible. Hollandsch Administratiekantoor BV in Amsterdam is the administrator of the Trust Office.

Meetings of the Executive Committee

The Executive Committee of the Trust Office met three times during the financial year.

At its meeting on 17 March 2015 the Executive Committee received a briefing from the company’s Executive Board on the annual report for 2014 and discussed the items on the agenda for the 2015 Annual General Meeting of Shareholders (AGM). Among other things, the meeting highlighted the reappointment of Mr Dehn as a member of the Executive Board and the proposed change to the remuneration structure of the Supervisory Board. The meeting also discussed the financial statements of the Trust Office, before approving and adopting them. Furthermore, the meeting discussed the vacancy arising in the Executive Committee of the Trust Office as of 30 June, when Mr Schreve, who was not eligible for reappointment under the articles of association, would be stepping down. In this respect, it was noted that no reaction had been received from holders of depositary receipts for shares in response to the notice asking for names of potential candidates. As a consequence the Executive Committee appointed Mr Tjalling Tiemstra RA as a member of the Executive Committee of the Trust Office Foundation from 1 July 2015, for the period of four years. Mr Noy succeeded Mr Schreve as chair.

The meeting also addressed the provisions of the Dutch Corporate Governance Code affecting the issuing of depositary receipts for shares. The meeting specifically covered the statutory power of the Trust Office, namely that no power of attorney is required, and that any power of attorney granted may be withdrawn in situations specified by law. In this respect, it was determined that the law – in this case Section 118(a) of Book 2 of the Netherlands Civil Code – prevails over the relevant provisions of the Code. The Trust Office stressed that depositary receipt holders are granted a proxy to vote in their own right and at their own discretion in a meeting of shareholders, but the Executive Committee will be entitled to limit, preclude or revoke that proxy under certain circumstances prescribed by law. Should a situation arise in which, by law, a proxy does not have to be furnished or a previously issued proxy can be revoked, then the Executive Committee of the Trust Office Foundation, acting with the utmost circumspection, will invoke its authority to deny the proxy or revoke a proxy that has already been granted.

The members of the Executive Committee met on 7 May 2015 to prepare for the General Meeting of shareholders (AGM). The Agenda items of the AGM were discussed and the foundation board decided on its preliminary voting intentions, in advance of the deliberations at the AGM itself.

At the 2015 AGM, the holders of depositary receipts for shares in the capital of the company were allowed to vote in their own right for the shares in question, subject to the relevant statutory provisions. At the meeting, 99.6% of the issued capital was represented. A total of 55.6% of the holders of depositary receipts for shares requested a proxy from the Trust Office to vote in their own right on the shares in question. Of that total, 42.7% provided instructions for voting to the Trust Office prior to the meeting. At the 2015 AGM, the Trust Office cast votes for the remaining 44.4% of the issued capital represented at the meeting. After considering all the relevant factors, the Trust Office voted in favour of all of the items on the agenda which were put to a vote.

In the meeting of 22 September 2015, the Executive Board gave an explanation of the 2015 half-year report. The 2016 Schedule of retirement was also discussed and it was found that in 2016 Mr H.L.J. Noy would be retiring and was eligible for reappointment for a period of four years. The Trust Office revisited once again the necessity of having a website. The observation was made that people visit the website on a regular basis.

Schedule of retirement

In the year under review, Mr Schreve retired from the Executive Committee of the Trust Office. Mr Schreve had been a member of the Executive Committee since 2004, and had been chair since 1 July 2006. We owe Mr Schreve a debt of thanks, both for his commitment and the professional manner in which he fulfilled his duties. In an open, constructive, yet critical way Mr Schreve was able to represent the interests of stakeholders, particularly those of holders of depositary receipts for shares, as best possible.

In accordance with the Schedule of retirement for the Trust Office, Mr H.L.J. Noy will be retiring in 2016 and is eligible for reappointment for a term of 4 years. On its website, the Trust Office gave holders of depositary receipts of shares the opportunity to put forward the names of potential candidates that fit the profile. In the Trust Office's March 2016 meeting the foundation board members will discuss possible suggestions.

Remuneration of the Executive Committee of the Trust Office

Given the increased 'visibility' and responsibilities for members of the Executive Committee of the Trust Office, it has been decided that remuneration for independent members of the Executive Committee will be adjusted from 1 January 2015. Remuneration for the chair will be increased to € 12,500 per annum, and that of other members to € 10,000 per annum (excluding VAT in each case). Additional remuneration is awarded if the Executive Committee is expected to make an extra effort.

The cost of the Trust Office in 2015 amounted to € 69,711 (2014: € 49,994). The increase is a result of factors including the adjustment in the remuneration structure and extra administrative costs relating to the calculation of dividend, and those that concern share certification.

Contact details

The Trust Office's place of business is at the company’s address. The Trust Office can also be reached via its website: www.stichtingadministratiekantoortkh.com or by e-mail at stak@tkhgroup.com.


Haaksbergen, The Netherlands, 9 March 2016
TKH Group Trust Office Foundation
The Executive Committee

Statement of independence

The Executive Board of TKH Group NV and the Executive Committee of the TKH Group Trust Office Foundation hereby state that, jointly and severally, they are of the opinion that the TKH Group Trust Office Foundation is a legal entity which is independent of TKH Group NV within the meaning of Section 5.71(1)(d) of the Financial Supervision Act.

Haaksbergen, The Netherlands, 9 March 2016
TKH Group NV
The Executive Board

Haaksbergen, The Netherlands, 9 March 2016
TKH Group Trust Office Foundation
The Executive Committee

Report of the Stichting Administratiekantoor TKH Group (TKH Trust Office Foundation) 2014

In accordance with the provisions of Article 9 of the Trust Terms and Conditions governing the shares of TKH Group NV, as last amended on 14 May 2007, we wish to report the following:

  • The activities during the year under review, 2014, related exclusively to the administration of shares for which depositary receipts have been issued;
  • The total nominal value of the ordinary shares of TKH Group NV held in administration amounted to € 10,459,087.50 on 31 December 2014, in exchange for which 41,836,350 depositary receipts for shares with a nominal value of € 0.25 each have been issued.

The objective of the TKH Group Trust Office Foundation (‘the Trust Office’) is to acquire and hold in trust ordinary shares in TKH Group NV, a public company which has its registered office in Haaksbergen (the Netherlands), in exchange for the allocation of convertible, registered depositary receipts for shares. The Trust Office shall exercise the rights attached to the shares in such a way that the interests of the company and its business and all parties involved are safeguarded as effectively as possible. Hollandsch Administratiekantoor BV in Amsterdam is the administrator of the Trust Office.

Meetings of the Executive Committee

The Executive Committee of the Trust Office met three times during the financial year. At its meeting on 18 March 2014 the Executive Committee received a briefing from the company’s Executive Board on the annual report for 2013 and discussed the items on the agenda for the 2014 Annual General Meeting of Shareholders (AGM). Time was devoted, among other things, to consideration of the vacancy on the Supervisory Board and the ideal candidate profile. Another topic discussed was the tender process for the mandatory rotation of auditing firms. The provisions of the Dutch Corporate Governance Code affecting the issuing of depositary receipts for shares were also discussed, with specific mention of the Trust Office's legal authority to deny proxies or revoke a particular proxy under certain situations prescribed by law. In this respect, it was determined that the law – in this case Section 118(a) of Book 2 of the Netherlands Civil Code – prevails over the relevant provisions of the Code. In line with this statutory provision, depositary receipt holders are granted a proxy to vote in their own right and at their own discretion in a meeting of shareholders, but the Executive Committee will be entitled to limit, preclude or revoke that proxy under certain circumstances prescribed by law. Should a situation arise in which, by law, a proxy does not have to be furnished or a previously issued proxy can be revoked, then the Executive Committee of the Trust Office Foundation, acting with the utmost circumspection, will invoke its authority to deny the proxy or revoke a proxy that has already been granted.

The members of the Executive Committee met on 14 May 2014 to prepare for the AGM. The Agenda items of the AGM were discussed and the foundation board decided on its preliminary voting intentions, in advance of the deliberations at the AGM itself. At the 2014 AGM, the holders of depositary receipts for shares in the capital of the company were allowed to vote in their own right for the shares in question, subject to the relevant statutory provisions. At the meeting, 99.6% of the issued capital was represented. A total of 64.4% of the holders of depositary receipts for shares requested a proxy from the Trust Office to vote in their own right on the shares in question. At the 2014 AGM, the Trust Office cast votes for the remaining 35.2% of the issued capital represented at the meeting. After considering all the relevant factors, the Trust Office voted at the AGM in favour of all of the items on the agenda which were put to a vote.

At the meeting on 18 September 2014 the Executive Board gave a presentation on the mid-year figures for 2014 that had been published. The schedule of retirement for 2015 was also discussed, which mandates that the chair of the Trust Office, Mr F.H. Schreve, retire in 2015; he is not eligible for reappointment because of statutory term restrictions. The ideal profile for recruiting candidates for the position of board member was also broached at the meeting. With regard to the vacancy of chairperson thus arising, the Executive Committee decided that this would be filled by one of the existing board members, all in accordance with the Trust Office's by-laws. The Trust Office revisited once again the necessity of having a website. The observation was made that people visit the website on a regular basis. This Trust Office meeting took place at the TKH Experience Center in Amsterdam. After the meeting the Executive Committee was given a tour of the Experience Center so that it would have a better idea of the technological possibilities being created in the four vertical growth markets, which are being translated into innovative total solutions.

Schedule of retirement

As per the Trust Office's schedule of retirement, Mr F.H. Schreve will be retiring in 2015 and is not eligible for reappointment to another term because his statutory term limit of 3 periods of 4 years each has been reached. On its website, the Trust Office gave holders of depositary receipts of shares the opportunity to put forward the names of potential candidates that fit the profile. In the Trust Office's March 2015 meeting the foundation board members will discuss possible suggestions. Mr Noy will assume the position of chair of the Trust Office Foundation upon resignation of Mr Schreve.

Remuneration of the Trust Office's Executive Committee

In light of the increased demands in terms of time, attention and responsibility for Trust Office board members, the committee decided to adjust the remuneration for its independent members, which was last changed in 2007, with effect from 1 January 2015. The remuneration for the chair was raised from € 10,000.00 per year to € 12,500.00 and for other board members it went from € 8,000.00 per year to € 10,000.00 (both excl. VAT). Additional remuneration is awarded if the Executive Committee needs to put in extra effort.

The cost of the Trust Office in 2014 amounted to € 49,994 (2013: € 32,419.00).

Contact details

The Trust Office has its offices at the company’s address. The Trust Office can also be reached through its website, www.stichtingadministratiekantoortkh.com, or by email at: stak@tkhgroup.com.


Haaksbergen, 17 March 2015
TKH Group Trust Office Foundation
The Executive Committee

Statement of independence

The Executive Board of TKH Group NV and the Executive Committee of the TKH Group Trust Office Foundation hereby state that, jointly and severally, they are of the opinion that the TKH Group Trust Office Foundation is a legal entity which is independent of TKH Group NV within the meaning of Section 5.71(1)(d) of the Financial Supervision Act.

Haaksbergen, 17 March 2015
TKH Group NV
Executive Board

Haaksbergen, 17 March 2015
TKH Group Trust Office Foundation
The Executive Committee

Report of the Stichting Administratiekantoor TKH Group (TKH Trust Office Foundation) 2013

In accordance with the provisions of Article 9 of the Trust Conditions governing the shares of TKH Group NV, as last amended on 14 May 2007, we wish to report the following:

  • the activities during the year under review, 2013, relate exclusively to the holding in trust of shares in consideration of which depositary receipts have been issued;
  • the nominal value of the ordinary shares of TKH Group NV held in trust amounted to €9,610,344.50 on 31 December 2013, in consideration of which 38,441,378 depositary receipts for shares with a nominal value of €0.25 each have been issued.

The objective of the TKH Trust Office Foundation (‘the Trust Office’) is to acquire and hold in trust ordinary shares in TKH Group NV, a public company which has its registered office in Haaksbergen (The Netherlands), in exchange for the allocation of convertible, registered depositary receipts for shares. The Trust Office is required to exercise the rights attached to the shares in such a way that the interests of the company, its businesses and all its stakeholders are safeguarded as effectively as possible. Hollandsch Administratiekantoor BV in Amsterdam is the administrator of the Trust Office.

Meetings of the Executive Committee

The Executive Committee of the Trust Office met three times during the financial year.

At its meeting on 12 March 2013 the Executive Committee received a briefing from the company’s Executive Board on the annual report for 2012 and discussed the items on the agenda for the 2013 Annual General Meeting of Shareholders (AGM). Among the items discussed was the company's proposal to the AGM to adopt the limited statutory two-tier rules as well as the composition of the Trust Office's Executive Committee, in view of the fact that Mr Den Boogert's statutory term of office would end on 30 June 2013. The Executive Committee had posted on their website an appeal to holders of depositary receipts to come with suggestions of names for candidates. No names of candidates were posted. Thereupon, the Executive Committee reappointed Mr Den Boogert as a member of the Executive Committee of the Trust Office for a further four-year term.

The meeting also discussed the provisions of the Dutch Corporate Governance Code affecting the issuing of depositary receipts for shares. Once again, the conclusion was reached that granting a voting proxy to depositary receipt holders regardless of the circumstances would be contrary to the objects of the Trust Office as described in its constitution. In this respect, it was determined that the law – in this case Section 118(a) of Book 2 of the Netherlands Civil Code – prevails over the relevant provisions of the Code. In line with this statutory provision, depositary receipt holders are granted a proxy to vote in their own right and at their own discretion in a meeting of shareholders, but the Executive Committee will be entitled to limit, preclude or revoke that proxy in the circumstances described by law.

The members of the Executive Committee met on 7 May 2013 to prepare for the AGM. As part of its preparations, the Executive Committee asked the company whether the agenda item "Reappointment of the Executive Board as the competent authority to decide on the issuance of cumulative protective preference shares" could be removed, as the TKH Continuity Foundation had already been granted an option to subscribe for cumulative protective preference shares. In addition, there was evidence of resistance to this agenda item from voting instructions received by Foundation’s Executive Committee. As a result, the company concluded that it could be scrapped. The company subsequently concluded that this agenda item could be scrapped. The other items on the agenda of the General Meeting were discussed in the absence of the company’s Executive Board representative, and the Foundation’s Executive Committee then provisionally determined its votes, pending the deliberations of the AGM.

At the 2013 AGM, the holders of depositary receipts for shares in the capital of the company were allowed to vote independently for the shares in question and subject to the relevant statutory provisions. At the meeting, 99.6% of the issued capital was represented. 66.5% of the holders of depositary receipts for shares requested a proxy from the Trust Office to vote independently on the shares in question. During the 2013 AGM, the Trust Office cast votes for the remaining 33.1% of the issued capital represented at the meeting. After considering all the relevant factors, the Trust Office voted at the AGM in favour of all of the items on the agenda which were put to a vote.

In its meeting of 24 September 2013, the Executive Board gave a briefing on the published half-year results for 2013. The retirement schedule for 2014 was also discussed, and it was concluded that no board members would be retiring statutorily in 2014. The Trust Office once again discussed the relevance of having a website. It was noted that the website is informative and that it is being visited regularly. The retirement schedule for 2013 was also discussed. The meeting of the Trust Office was held at TKH Parking Solutions in Houten. After the meeting, the Executive Committee was given a presentation by the management of TKH Parking Solutions on general developments within the Parking cluster and about the technological opportunities within the 'parking market' cluster.

Remuneration of the Executive Committee of the Trust Office

The remuneration for the independent members of the Executive Committee was most recently changed in 2007. The remuneration of the chairman is €10,000 per year and that of a member is €8,000 per year (excl. VAT). Additional remuneration is awarded if the Executive Committee is expected to make an extra effort.

The cost of the Trust Office in 2013 amounted to € 32,419 (2012: € 30,384)

Contact details

The Trust Office has its offices at the company’s address. The Trust Office can also be reached via its website: www.stichtingadministratiekantoortkh.com or by email: stak@tkhgroup.com.

Haaksbergen, 18 March 2014
TKH Trust Office Foundation
The Executive Committee

Statement of independence

The Executive Board of TKH Group NV and the Executive Committee of the TKH Trust Office Foundation hereby state that, jointly and severally, they are of the opinion that the TKH Trust Office Foundation is a legal entity which is independent of TKH Group NV within the meaning of Section 5.71(1)(d) of the Financial Supervision Act.

Haaksbergen, 18 March 2014
TKH Group NV
The Executive Board

Haaksbergen, 18 March 2014
TKH Trust Office Foundation
The Executive Committee

Report of the Stichting Administratiekantoor TKH Group (TKH Trust Office Foundation) 2012

In accordance with the provisions of Article 9 of the Trust Conditions governing the shares of TKH Group N.V., as last amended on 14 May 2007, we wish to report that:

  • the activities during the year under review, 2012, related to the holding in trust of shares for which depositary receipts have been issued;
  • the nominal value of the ordinary shares of TKH Group N.V. held in trust amounted to € 9,527,481.50 on 31 December 2012, in exchange for which 38,109,926 depositary receipts for shares with a nominal value of € 0.25 each have been issued.

The objective of the TKH Trust Office Foundation (below: the Trust Office) is to acquire and hold in trust ordinary shares in TKH Group N.V., a public company which its registered office in Haaksbergen, in exchange for the allocation of registered depositary receipts for shares. The Trust Office is required to exercise the rights attached to the shares in such a way that the interests of the company and its business are safeguarded as effectively as possible. Hollandsch Administratiekantoor B.V. in Amsterdam is the administrator of the Trust Office.

Meetings of the Executive Committee

The Executive Committee of the Trust Office met three times during the financial year. The chair of the Executive Committee discussed with the company matters concerning the Trust Office.

At its meeting on 20 March 2012 the Executive Committee received a briefing from the company’s Executive Board on the annual report for 2011 and discussed the items on the agenda for the 2012 Annual General Meeting of Shareholders (AGM). Also discussed was the request of a depositary receipt holder to convene a meeting of depositary receipt holders. The Executive Committee noted that the request was merely to convene such a meeting and did not specify a topic for discussion or provide an agenda with explanatory notes. The Executive Committee therefore concluded that the General Meeting of Shareholders is the appropriate forum for depositary receipt holders to put questions both to the company and to Executive Committee of the Trust Office. This is conducive to transparent communication with all the company's stakeholders, to whom the Executive Committee of the Trust Office addresses itself in accordance with its constitution. Another matter discussed at this meeting was the composition of the Executive Committee of the Trust Office, since Mr Termijtelen was due to retire a member of the Executive Committee owing to the expiry of his term of office on 30 June 2012. The Executive Committee posted an appeal on its website to depositary receipt holders to nominate candidates for appointment. As no names of candidates were put forward, the Executive Committee appointed Mr Harrie Noy, former chairman of the Executive Board of Arcadis NV, as a member of the Executive Committee of the Trust Office as of 1 July 2012.

The meeting also discussed the provisions of the Dutch Corporate Governance Code affecting the issuing of depositary receipts for shares. Once again, the conclusion was reached that granting a voting proxy to depositary receipt holders regardless of the circumstances would be contrary to the objects of the Trust Office as described in its constitution. In this respect, it was determined that the law - in this case Section 118a of Book 2 of the Netherlands Civil Code – prevails over the relevant provisions of the Code. In line with this statutory provision a depositary receipt holder is granted a proxy to vote in his own right and based on his own discretion in a meeting of shareholders, but the Executive Committee will be entitled to limit, preclude or revoke that proxy in the circumstances described by law.

The members of the Executive Committee met on 15 May 2012 to prepare for the 2012 AGM. The agenda items of the AGM were discussed and the voting behaviour of the Trust Office provisionally determined, pending the deliberations in the AGM. Another matter raised at the meeting was Mr Termijtelen's retirement. The Executive Committee stated that it was very grateful to Mr Termijtelen for his commitment and professional contribution. He had managed to represent the interests of the depositary receipt holders in a very special way, without losing sight of the interests of the company and its businesses.

At the 2012 AGM the holders of depositary receipts for shares in the capital of the company were allowed to vote independently for the shares in question and subject to the relevant statutory provisions. At the meeting, 99.3% of the issued capital was represented. 62.0% of the holders of depositary receipts for shares requested a proxy from the Trust Office to vote independently on the shares in question. During the 2012 AGM the Trust Office cast votes for the remaining 37.3% of the issued capital represented at the meeting. After considering all the relevant factors the Trust Office voted at the AGM in favour of all of the items on the agenda which were put to a vote.

In its meeting of 10 September 2012 the Executive Committee of the Foundation discussed the authorisation of the Executive Board to issue preference shares as protection against a hostile takeover. The Trust Office has indicated that it will respect and honour the undertaking given by the company that, if cumulative preference shares have been issued for the protection of the company pursuant to a resolution of the Executive Board, it will - pursuant to the power granted during the 2012 AGM - call a General Meeting of Shareholders within 18 months rather than the period of 24 months referred to in the articles of association to vote on a resolution to either purchase or cancel these shares. The Trust Office considers that the wish of the depositary receipt holders has thus been met. In this meeting the Executive Board explained the published 2012 half-year figures as well as the majority interest acquired in Augusta Technologie AG in Germany. The Trust Office's website was also evaluated. The Trust Office once again noted that the website is informative and is visited regularly. The schedule of retirement in 2013 was also discussed.

Schedule of retirement

In accordance with the schedule of retirement Professor M.W. den Boogert is due to retire in 2013 and is eligible for reappointment for a further term of office. On its website the Trust Office has given the holders of depositary receipts for shares the opportunity to put forward the names of possible candidates that fit the profile. In the Trust Office's meeting of March 2013 any suggestions will be discussed by the Executive Committee.

Remuneration of the Executive Committee of the Trust Office

The remuneration for the independent members of the Executive Committee was most recently changed in 2007. The remuneration of the chairman is €10,000 per year and that of a member is €8,000 per year (excl. VAT). Additional remuneration is awarded if the Executive Committee is expected to make an extra effort. The costs of the Trust Office amounted to € 30,384 in 2012 (2011: €29.352).

Contact details

The Trust Office has its offices at the company’s address. The Trust Office can also be reached at its website at www.stichtingadministratiekantoortkh.com or by e-mail on stak@tkhgroup.com.

Haaksbergen, 12 March 2013
TKH Trust Office Foundation
The Executive Committee