The authorized share capital of Arcadis NV consists of ordinary shares, cumulative financing preference shares, priority shares and cumulative preference (protective) shares, each with a nominal value of €0.02. At year-end 2022, the total number of ordinary shares issued was 90,442,091. Currently, only ordinary shares and 600 priority shares have been issued. A further explanation on the capital structure is given in the Annual Integrated Report 2022, note 26 to the Financial Statements. Priority shares and cumulative preference shares have an impact on the governance of the Company.
Priority shares
The 600 priority shares, held by the Arcadis Priority Foundation (Stichting Prioriteit Arcadis NV), entitle the holder to a right of approval regarding certain important decisions. These include the issuance, acquisition or disposal of shares, amendments to the Articles of Association, dissolution of the Company as well as certain major co-operations, acquisitions and divestments. Pursuant to the articles of association of the Priority Foundation, the board of the Priority Foundation is comprised of two members of the Executive Board, one member of the Executive Leadership Team, seven members of the Supervisory Board, and ten members who are Arcadis employees. All resolutions of the board require a majority of at least 60% of the votes cast, meaning that both employee support and Board support is needed for those far-reaching decisions. For more information, please see the Annual Integrated Report 2022, note 26 to the Financial Statements.
The present composition of the board of the Priority Foundation is:
1. Michiel P. Lap, Chair
2. Kathleen M. Abbott, Vice-Chair
3. Deanna L.M. Goodwin
4. Michael C. Putnam
5. John McCarthy
6. Virginie J.H. Duperat-Vergne
7. Carla M.C. de Boer-Mahieu
8. Peter Bootsma
9. Bram B.J.M. Mommers
10. Phillippa C. Spencer
11. Lucy P. Baraquio
12. Kelli Jo Preston
13. Alan G. Brookes
14. Barbara J. Duganier
Cumulative preference (protective) shares
Currently, no cumulative preference shares have been issued. However, an option agreement to acquire and transfer such shares has been entered into between the Arcadis Preferred Stock Foundation (Stichting Preferente Aandelen Arcadis NV) and Arcadis NV, further to the delegation on 31 May 1995 by the General Meeting to the Supervisory Board of the authority to issue shares. The objective of the Arcadis Preferred Stock Foundation is to protect the interests of Arcadis, its enterprises, and all of those involved. In the event of any hostile situation, preference shares can be acquired by this Foundation. This would allow the Executive and Supervisory Boards time to duly consider the situation and the interests involved. The Preferred Stock Foundation has been granted the right to acquire protective shares up to a maximum equal to the number of outstanding shares at the date in question (call option).
The Board of the Preferred Stock Foundation consists of three (3) members appointed by the Board itself. The Chair (or another member) of the Supervisory Board and the CEO (or the other member of the Executive Board) will be invited to attend the board meetings of this foundation. This will not apply if a decision is to be made on the exercise of the option right or the exercise of voting rights on acquired shares.
The present composition of the board of the Preferred Stock Foundation is:
1. P. van Riel, Chair;
2. F.K. Buijn, secretary; and
3. B. Vree.
The Executive Board of Arcadis NV and the Board of the Preferred Stock Foundation are of the opinion that each of the board members of the foundation is independent.
Regulation regarding transactions in Arcadis securities
Arcadis has put regulations in place regarding transactions in Arcadis securities that apply to all employees unless stipulated otherwise. These regulations also prohibit Executive Board members and (other) members of the Executive Leadership Team from executing transactions in the securities of certain identified listed peer companies, regardless of whether they have inside information or not. Members of the Supervisory Board are required to obtain prior approval from the Compliance Officer if they wish to execute transactions in the securities of such companies.