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 2018, the total number of ordinary shares issued was 89,015,305. Currently, only ordinary shares and 600 priority shares have been issued. A further explanation on the capital structure is given in the Annual Report 2018, note 24 to the Financial Statements. Priority shares and cumulative preference shares have an impact on the governance of the Company.
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. The board of the Priority Foundation is comprised of two members of the Executive Board, one member of the Executive Leadership Team, all members of the Supervisory Board and ten members who are Arcadis employees. All resolutions of the board require a majority of at least sixty percent of the votes cast, meaning that employee support is needed for those far-reaching decisions. For more information, please see the Annual Report 2018, note 24 to the Financial Statements.
The present composition of the board of the Priority Foundation is:
1. N.W. Hoek, Chairman
2. A. Heemskerk, Vice-Chairman
3. R. Markland
4. P.R. Flannelly
5. C. Brichant
6. J.C.M. Schönfeld
7. C.K.A. Chan
8. M.P. Lap
9. D.L.M. Goodwin
10. K.M. Abbott
11. R.S. Nochahrli
12. K.J. Sprague
13. D. Campos Pereira
14. E.L. Christie
15. P.W.B. Oosterveer
16. W.G. Ang
17. L. van der Giessen-de Haas
18. S.M. Kuijlaars
19. M.C. Putnam
20. M.A. Hopkins
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. The objective of this foundation is to protect the interests of Arcadis, its enterprises and all of those involved. In the event of an unfriendly takeover attempt or another hostile situation, preference shares can be acquired by the Preferred Stock 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 or four members appointed by the Board itself. The Chairman (or another member) of the Supervisory Board and the CEO (or another 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, Chairman;
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 regulations regarding transactions in Arcadis securities that apply to all employees unless stipulated otherwise. These regulations also prohibit the Executive Leadership Team members 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.
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