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.
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 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.
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 2019
Stichting Administratiekantoor TKH Group
The Executive Committee