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 2024, the SA Trust had depositary receipts for ordinary shares with a nominal value of € 8,242,617.30 in administration, for which 27,475,391 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 26 March 2024
The following subjects were discussed during this scheduled meeting of the Board:
-
Heijmans N.V.’s 2023 annual report and Heijmans N.V.’s full-year press release of 1 March 2024.
-
Discussion of the items on the agenda for the General Meeting of Shareholders of Heijmans N.V. to be held on 30 April 2024.
-
The annual report related to the financial reporting of the SA Trust for 2023.
-
The evaluation of the Meeting of Depositary Receipt Holders of 23 November 2023 and the questions asked at said meeting.
-
The appointment of the board members.
During the meeting, the SA Trust made a number of comments and asked questions of the Executive Board with respect to subjects including:
-
The status of the acquisition of Van Wanrooij, in particular the Purchase Price Allocation.
-
The strategy the company launched, Together towards 2030.
In the spring of 2024, two board members were due to step down. These were Messrs J.J.G.M. Sanders and R.H. Hooghoudt, who had completed two terms of four years and one term of two years and two terms of four years respectively. Both were eligible for reappointment. The Meeting of Depositary Receipt Holders of 24 November 2023 did not make a recommendation for filling the vacancies. The board then decided to reappoint both Mr Sanders and Mr Hooghoudt as members of the board, both 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. Both reappointments are motivated by the desire to guarantee continuity in the board, partly in view of the intention of the current chairman, Mr P.W. Moerland, to step down after the spring meeting in 2025. Mr J.J.G.M. Sanders stepped down as a member of the board on 9 December 2024 due to personal circumstances.
Meeting of 1 November 2024
Subjects discussed in this scheduled meeting included:
-
The 2024 interim results of Royal Heijmans N.V.
-
The resolution to hold a Meeting of Depositary Receipt Holders on Thursday, 21 November 2024, to be held in person.
-
Composition of the board: Mr P.W. Moerland intends to step down after the 2025 spring meeting.
-
Mr M.C. van Gelder resigned as of 20 September 2024. The board has decided to create two vacancies and to give the Meeting of Depositary Receipt Holders the opportunity to make recommendations on 21 November 2024.
During the meeting, the board of 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:
-
Electrification of equipment: is there sufficient availability and room for investment?
-
What role does Heijmans want to play in the energy market?
Meeting of van 21 November 2024
This board meeting focused on the preparations for the Meeting of Depositary Receipt Holders of 21 November 2024.
Meeting of Depositary Receipt Holders of 21 November 2024
On 5 November 2024, the SA Trust convened a physical meeting to be held on 21 November 2024 at the Heijmans head office.
As per 21 November 2024, the SA Trust had issued a total of 27,475,391 depositary receipts for shares. Five depositary receipt holders registered with a total of 246 depositary receipts (representing rounded 0%), one of whom actually attended the meeting.
During the Meeting of Depositary Receipt Holders, the board determined that no recommendations had been received for the vacancy that arose after the resignation of Mr Van Gelder and the vacancy that will arise in the spring of 2025 after the intended resignation of Mr Moerland. The board provided an explanation of the activities of the Trust. The minutes of the meeting will be published on the Heijmans website in accordance with best practice provision 4.5.6 in conjunction with 4.5.7 of the Dutch Corporate Governance Code.
Participation SA Trust in the General Meeting of Shareholders of 30 April 2024
All four members of the board of the SA Trust were present at the General Meeting of Shareholders on 30 April 2024. After hearing the explanation from the Executive Board and having heard the Supervisory Board, the board voted in favour of all agenda items put to the vote.
The board of the SA Trust did not ask any questions because all relevant questions had already been asked by depositary receipt holders. It is good practice that the board is not the first to ask a question.
Depositary receipt holders who wanted to participate in the meeting in person or through a proxy were granted a proxy by the SA Trust to independently cast their vote for the number of depositary receipts registered for the meeting, all in accordance with the articles of association and administration conditions.
In 2024, as in 2010 through 2023, the board of the SA Trust offered depositary receipt holders who are unable to attend the shareholders' meeting the opportunity to express their views on certain topics via email or in writing in the notice of the General Meeting of Shareholders to depositary receipt holders. This allows the board of the SA Trust to take this into consideration when determining its voting position. No responses were received.
Votes cast at the General Meeting of Shareholders of 30 April 2024
Of the 26,825,853 depositary receipts for shares issued by the SA Trust as of the registration date for this meeting, 9,723,613 depositary receipts for shares were registered and present, or approximately 36.25%, including 9,617,537 (depositary receipts for) ordinary shares for which a voting instruction had been issued. The SA Trust represented approximately 63.75% of the depositary receipts at the General Meeting of Shareholders.
Participation SA Trust Board in the Extraordinary General Meeting of Shareholders of 4 November 2024
One item was on the agenda for this physical meeting, namely the appointment of Mr M.C. van Gelder as a supervisory director. The board of the SA Trust was represented at this meeting by Mr P.W. Moerland, chairman of the board. After hearing the explanation from the Executive Board and the Supervisory Board, he voted in favour of the appointment on behalf of the board.
Votes cast at the Extraordinary General Meeting of Shareholders of 4 November 2024
Of the 27,475,391 depositary receipts for shares issued by the SA Trust as of the registration date for this meeting, 11,094,638 depositary receipts for shares were registered and present at this meeting, which is 40.38%, including 11,070,720 depositary receipts for shares for which a voting instruction had been issued. The SA Trust represented approximately 59.6% of the depositary receipts at the Extraordinary General Meeting of Shareholders.
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 KPMG 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 2024 reporting year.
Board of Trustees and Remuneration
The board of the SA Trust consists of:
Mr P.W. Moerland (chair)
Mr R.H. Hooghoudt
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 a term of 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 advisor. Mr. Hooghoudt was appointed as a trustee of the SA Trust on 23 March 2016, reappointed in the spring of 2020, and reappointed in the spring of 2024 for a term of two years.
The remuneration of the Board of Trustees in 2024 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