Report 2015

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