Report 2013

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