Report of the Stichting Administratiekantoor TKH Group (TKH Trust Office Foundation) 2022
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, 2022, 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 € 10,520,678.00 on December 31, 2022, in exchange for which 42,082,712 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 3,505 compared to December 31, 2021, due to the conversion of 3,505 depositary receipts for shares into ordinary shares.
Meetings of the Board
The Board of TKH Trust Foundation Office met three times during the financial year.
The topics discussed in the meeting of March 23 were the Annual General Meeting of Shareholders (“AGM”) 2022 and the TKH Annual Report 2021. The retirement schedule for 2022 was also discussed. During the meeting, the procedure was confirmed for the vacancy due to arise in mid-2022, following Mr. H.L.J. Noy’s end of term (who is not available for reappointment). The Board appointed Mr. C.M. Jaski as a member of the Board of TKH Trust Foundation Office for a period of four years commencing on July 1, 2022. Mr. G.W.Ch. Visser was appointed as Chairman of the Board of TKH Trust Foundation Office commencing on July 1, 2022.
During the meeting of April 26, the agenda items of the AGM 2022 were discussed and the Board decided on its preliminary voting intentions, prior to the actual deliberations of the meeting. 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 at the AGM, regarding the shares corresponding with their depositary receipts and subject to the relevant statutory provisions. Holders of depositary receipts of shares collectively representing 60.0% 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 32.8% of the capital entitled to vote. The Board of TKH Trust Foundation Office noted that the majority of depository receipt holders, who gave voting instructions to the TKH Trust Foundation Office, voted against AGM agenda item 2b “Remuneration report for the 2021 financial year (advisory vote)”. The Board of TKH Trust Foundation Office was given to understand that the reason for this was that the remuneration report provides insufficient insight into what has been measured under the non-financial performance measures and insufficient detail on the performance assessment of the financial criteria under both the short-term and the long-term incentive. The Board of TKH Trust Foundation Office has discussed this with the Chairman of both the Executive Board and Supervisory Board and with the Chairman of the Remuneration Committee. The Board of TKH Trust Foundation Office concluded that the company takes this issue very seriously and promises to improve transparency on these items in the remuneration report 2022. Therefore, the Board of TKH Trust Foundation Office decided to vote in favor of the agenda items for those shares for which no voting instructions have been received.
In the meeting of September 23, 2022, the company gave an explanation of the published interim figures in 2022. The retirement schedule for 2023 was also discussed, as well as the procedure to be followed in respect of the vacancy due to arise in mid-2023, following Mr. J.S.T. Tiemstra’s end of term (who is available for reappointment).
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: email@example.com.
Haaksbergen, The Netherlands, March, 2023
Stichting Administratiekantoor TKH Group
The Executive Committee