Heijmans Share Administration Trust

The following report is presented in line with the best practice provision 4.4.6 in conjunction with provision 4.4.7 of the Dutch Corporate Governance Code.

Methods

To emphasise the independence of the Heijmans Share Administration Trust (hereinafter referred to as ‘the SA Trust’), its Board of Trustees first meets in the absence of the members of the Company’s Executive Board. The members of the Executive Board and the Chairman of the Supervisory Board subsequently join the meeting.

Number of shares for which depositary receipts have been issued

The SA Trust has issued depositary receipts for ordinary shares of Heijmans N.V. with the Company’s cooperation. The SA Trust is an independent legal entity, as defined in Section 5:71 (1)(d) of the Financial Supervision Act.

As at 31 December 2023, the SA Trust had depositary receipts for ordinary shares with a nominal value of € 8,047,755.90 in administration, for which 26,825,853 bearer depositary receipts with a nominal value of € 0.30 had been issued.

Number of meetings of the Board of Trustees and most important agenda items

The Board of Trustees of the SA Trust met on three occasions during the year under review.

Meeting of 20 February 2023

The following subjects were discussed during this scheduled meeting of the Board:

  • Heijmans N.V.’s 2022 annual report and Heijmans N.V.’s full-year press release of 17 February 2023.

  • Discussion of the items on the agenda for the General Meeting of Shareholders of Heijmans N.V. to be held on 3 April 2023.

  • The annual report related to the financial reporting of the SA Trust for 2022.

  • The evaluation of the Meeting of Depositary Receipt Holders of 28 November 2022 and the questions asked at said meeting.

  • The appointment of a trustee.

During the meeting, the SA Trust made a number of comments and asked questions of the Executive Board with respect to subjects including:

  • Does the use of sustainable equipment mean that Heijmans can undertake projects that it would otherwise not be able to do due to nitrogen emissions?

  • The impact of inflation on such things as the prices of materials purchased by Heijmans.

  • Is Heijmans able to successfully retain its employees and can it successfully fill vacancies?

In the spring of 2023, one board member stepped down. This was Mr P.W. Moerland; he was eligible for reappointment. The Meeting of Depositary Receipt Holders of 28 November 2022 did not recommend filling the stated vacancy. Thereupon, the board decided to reappoint Mr Moerland as member and chairman of the board for a period of two years. In accordance with best practice 4.5.3, a reappointment after a period of eight years is explained in the board’s report. Mr Moerland’s reappointment was motivated by the desire to ensure continuity on the board and in particular with regard to the chairmanship. This gives the board ample opportunity to look for a successor as Mr Moerland has indicated that he will no longer be available for a further term after the aforementioned two-year term.

Meeting of 26 October 2023

Subjects discussed in this scheduled meeting included:

  • The 2023 interim results of (as per September 2023) Royal Heijmans N.V.

  • The resolution to hold a Meeting of Depositary Receipt Holders on Friday, 24 November 2023, to be held in person.

  • The composition of the Board: Mr J.J.G.M. Sanders and Mr R.H. Hooghoudt will step down at the spring meeting of 2024; both are eligible for reappointment. The board has decided to create two vacancies and give the Meeting of Depositary Receipt Holders of 24 November 2023 the opportunity to make recommendations.

During the meeting, the SA Trust made a number of comments and asked questions of the chairman of the Executive Board and the chairman of the Supervisory Board on subjects including:

  • How does Heijmans view the current housing market.

  • How does the acquisition of Van Wanrooij fit into that.

Meeting of van 24 November 2023

This board meeting focused on the preparations for the Meeting of Depositary Receipt Holders of 24 November 2023.

Meeting of Depositary Receipt Holders of 24 November 2023

On 7 November 2023, the SA Trust convened a meeting to be held on 24 November 2023 at the Heijmans head office.

As per 24 November 2023, the SA Trust had issued a total of 26,825,853 depositary receipts for shares. Nine depositary receipt holders registered for the meeting, representing a rounded down 0% of the outstanding shares.

During the meeting of Depositary Receipt Holders, the board determined that there were no recommendations for the vacancies created by the resignations Messrs J.J.G.M. Sanders and R.H. Hooghoudt in the spring of 2024. The board reported on the Trust’s activities. The report of the meeting will be drawn up in accordance with best practice provision 4.4.6. in conjunction with provision 4.4.7. of the Dutch Corporate Governance Code and will be published on the Heijmans website.

Participation SA Trust in the General Meeting of Shareholders of 3 April 2023

Three members of the board of the SA Trust attended the General Meeting of Shareholders of 3 April 2023. At the end of the meeting, after hearing the explanations of the Executive Board and the Supervisory Board, the board of trustees voted in favour of all the agenda items put to a vote.

In brief, the SA Trust board asked whether the Executive Board could indicate how the company responds to opportunities, threats and developments in the market and society. The board answered this question in detail.

The SA Trust granted authorisation to holders of depositary receipts who attended the General Meeting of Shareholders in person or who were represented by a third party, to vote independently on the number of depositary receipts for shares reported prior to the meeting, with due observance of the Articles of Association and Trust Conditions.

As was the case in the period 2010 through 2022, in the convocation for the 2023 General Meeting of Shareholders, the board of the SA Trust offered holders of depositary receipts who were unable to attend the shareholders meeting in person the opportunity to express their views on certain issues via e-mail or otherwise in writing. The board of the SA Trust is then able to take these views into consideration when determining how it will cast its vote. The board received one response to this offer, which the board took into account in its preparations for the meeting.

Votes cast at the General Meeting of Shareholders of 3 April 2023

Of the 26,825,853 (depositary receipts for) shares issued by the SA Trust as at the record date of this meeting, 6,669,658 (depositary receipts for) shares, or approximately 28.32%, were registered and present, including 6,512,685 (depositary receipts for) ordinary shares for which voting instructions had been issued. The SA Trust represented approximately 71.68% of the depositary receipts at the AGM.

Participation SA Trust Board in the Extraordinary General Meeting of Shareholders of 6 September 2023

One item was on the agenda for the physical meeting, namely the amendment of the articles of association of the company, including a change of name to Royal Heijmans N.V. The SA trust was represented at this meeting by Mr P.W. Moerland, chairman of the board. He voted in favour of the amendment to the Articles of Association on behalf of the board, having heard the explanations given by the Executive Board and the Supervisory Board.

Votes cast at the Extraordinary General Meeting of Shareholders of 6 September 2023

Of the 24,525,860 depositary receipts for shares issued by the SA Trust as at the record date for this meeting, 7,199,938 depositary receipts for shares, or 29.36%, were registered and present at this meeting. This included 7,189,717 depositary receipts for shares for which voting instructions had been issued. The SA Trust represented approximately 70% of the depositary receipts at the EGM.

Activities

The activities related to the administration of the shares or depositary receipts for shares are carried out by the administrator for the SA Trust, IQ EQ Netherlands N.V. in Amsterdam.

Costs

The costs associated with the activities of the SA Trust are primarily related to the costs of administration (which are charged by IQ EQ) and the fees charged by the auditor EY for the audit of the financial statements. Other expenses relate to the remuneration of the trustees (see the section Board of Trustees and Remuneration below).

External advice

The Board did not seek any external advice in the 2023 reporting year.

Board of Trustees and Remuneration

The board of the SA Trust consists of:

  • Mr P.W. Moerland (chair)

  • Mr R.H. Hooghoudt

  • Mr J.J.G.M. Sanders

  • Mr M.C. van Gelder

P.W. Moerland was a member of the Executive Board of Rabobank Nederland from 2003 to October 2013, the last four years as chairman. From 1980 to 2003, he was Professor of Business Administration and Professor of Corporate Finance at the University of Groningen, and from 1999 also Professor of Corporate Governance at Tilburg University. Mr Moerland was appointed as a trustee of the SA Trust with effect from 25 March 2015, reappointed in the spring of 2019, and for two years in the spring of 2023.

R.H. Hooghoudt is a member of the Supervisory Board of IBS Capital Management B.V. and a member of the Supervisory Board of IBS Fund Management B.V. He was a lawyer and partner at NautaDutilh, where he currently acts as an adviser. Mr. Hooghoudt was appointed as trustee of the SA Trust on 23 March 2016 and reappointed in the spring of 2020.

J.J.G.M. Sanders is Chairman of the Supervisory Board of Nemo Healthcare B.V., Chairman of the Supervisory Board of UPS Nederland B.V., Vice-chairman of the Supervisory Board of Bolsius N.V., Chairman of the Supervisory Board of the Catharina Hospital in Eindhoven, Chairman of Venture Fund ECFG, and member of the Advisory Committee of Voedselbank Eindhoven. From 2010 to mid-2014, Mr. Sanders was Managing Director of PSV N.V., and prior to this he spent 16 years at FrieslandCampina, for the last eight years as Chairman of the Executive Board. Mr. Sanders was appointed as a trustee of the SA Trust on 26 March 2014, reappointed in the spring of 2018, and reappointed again in the spring of 2021 for a term of two years.

M.C. van Gelder is Chairman of the Supervisory Board of Hans Anders N.V., member of the Supervisory Board of Action, Chairman of the Supervisory Board of JP Morgan European Discovery Trust PLC, Chairman of the Supervisory Board of Incision B.V., Chairman of the board of Stichting Continuïteit NN Group and member of the board of Administratiekantoor Continuïteit ABN AMRO Bank. Mr. Van Gelder was CEO of Mediq until 2014, and prior to that worked at Ahold for eight years in both the Netherlands and the US. Mr. Van Gelder was appointed as trustee of the SA Trust in March 2021 for a term of four years.

The remuneration of the Board of Trustees in 2022 amounted to € 12,000 for the Chairman and € 10,000 for each other trustee.

Contact details

Stichting Administratiekantoor Heijmans
Heijmans N.V.
Attn. Ms N. Schaeffer
Graafsebaan 65
5248 JT Rosmalen
e-mail: nschaeffer@heijmans.nl