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 2015 the total number of ordinary shares issued was 83,922,936. Currently, only ordinary shares and 600 priority shares have been issued. A further explanation on the capital structure is given in the Annual Report 2015, note 22 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 three members of the Executive Board, six 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, implying that employee support is needed for those far-reaching decisions. For more information, please see the Annual Report 2015, note to the Financial Statements.
The present composition of the board of the Priority Foundation is:
1. N.W. Hoek, Chairman
2. H.A. Zanting, Vice-Chairman
3. R. Vree
4. G.R. Nethercutt Jr.
5. R. Markland
6. I.M. Grice
7. P.R. Flannelly
8. A. Heemskerk
9. C. Brichant
10. J.C.M. Schönfeld
11. S.K.H. Ritter
12. C.K.A. Chan
13. M.P. Lap
14. D.L.M. Goodwin
15. K.M. Abbott
16. R.S. Nochahrli
17. K.J. Sprague
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 Preferred Stock Foundation was established in Arnhem in 1995. The objective of this foundation is to protect the interests of Arcadis, its enterprise(s) 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 in order to facilitate that the Executive and Supervisory Boards have 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 four persons appointed by the Board itself, after prior approval of the Executive Board of Arcadis NV. 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 by the Foundation or the exercise of voting rights on shares acquired.
The present composition of the board of the Preferred Stock Foundation is:
1. G.J. Kramer, Chairman;
2. F.K. Buijn, secretary;
3. F. Fröhlich; and
4. J.F. van Duyne.
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 meets the independence criteria set out in section 5:71c of the Wet op het financiëel toezicht (the Financial Markets Supervision Act “FMSA”) and section 2:118a, subsection 3 of the Dutch Civil Code.
Regulation regarding transactions in Arcadis securities
Arcadis has regulations regarding transactions in Arcadis securities, which apply to all employees unless stipulated otherwise. These regulations also prohibit Executive and Supervisory Board members, as well as certain designated employees, from executing transactions in the securities of certain other listed companies, regardless of whether they have inside information or not.
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