Report 2014

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