The Company has authorized a share capital of € 5,000,010, divided into 40 million ordinary shares, 10 million cumulative financing preference shares, 200 priority shares, and 50 million cumulative preferred (protective) shares, each with a nominal value of € 0.05.
Priority shares
The 200 priority shares are held by the foundation Stichting Prioriteit ARCADIS NV (ARCADIS Priority Foundation). Important decisions regarding the Company's development require prior approval from the holder of the priority shares. Important decisions include the issuance, acquisition, or disposal of the shares in the Company; amendments to the Articles of Association; dissolution or filing for bankruptcy; cooperative ventures of far-reaching significance; and major divestments and acquisitions. The board of the Foundation has equal representation: 10 members from the Executive Board and Supervisory Board of the Company and 10 members appointed by, and coming from, the international employee base of ARCADIS. Decisions require a voting majority of 60%. Consequently, the Foundation is a touchstone for the level of support among employees for far-reaching decisions. With this in mind, the management board always meets twice a year, mainly to discuss the Company's strategic development.
The board of the Stichting Prioriteit ARCADIS NV currently comprises of the following persons:
Rijnhard van Tets, Chairman
Juergen Boenecke, Deputy Chairman
Harrie Noy, Secretary
João Bandeira de Mello Laterza
Thomas Cohn
Marc Elbers
Carlos Espinosa de los Monteros
Pascal Guédon
Michiel Jaski
Piotr Miaso
George Nethercutt
Jan Peelen
Marc van Put
Friedrich Schneider
Ewoud van der Sluis
Marcel Stuart
Peter Yakimowich
Gerrit Ybema
The Executive Board of ARCADIS NV and the board of the Stichting Prioriteit ARCADIS NV are both of the opinion that, regarding the independence of the management of the Stichting Prioriteit ARCADIS NV, there is full compliance with the requirements stipulated in Section X of Book II of the regulations of Euronext Amsterdam Stock Market.
Cumulative Preferred Shares
In the event of a hostile takeover, these shares are intended to prevent major changes in the control of the Company without due consideration of the interests of the Company and all those involved with it. To this end, an option agreement has been signed with the Stichting Preferente Aandelen ARCADIS NV (ARCADIS Preferred Stock Foundation).
The Stichting Preferente Aandelen ARCADIS NV established in Arnhem since 1995, has as its objective the protection and promotion of the interests of ARCADIS NV and its affiliated companies and all parties involved.
Since the amendment of the Articles of Association in 2004 the Board of the Foundation consists of four persons appointed by the Company's Executive Board. As proposed by the Supervisory Board, it is decided that no additional member (nominated by and out of the Supervisory Board) will be nominated as the Supervisory Board prefers the board of the Foundation to be fully independent. A member of the Supervisory Board has the right to visit the Foundation's board meeting. In case of an equal division of votes, the chairman of the board's vote is decisive.
The Foundation has been granted the right to acquire the ARCADIS' preferred (protection) shares up to a maximum equal to the number of outstanding shares issued at the date in question. ARCADIS NV has been granted the right to issue the same number of preferred shares to the Foundation. Both options may only be exercised provided the interests of ARCADIS NV, its affiliated enterprises, and all parties involved were to warrant this.
The board of said Foundation is comprised of the following persons:
A.A. Anbeek van der Meijden, Chairman
E. M. Kneppers-Heijnert
G.J. Kramer
F. Fröhlich
The Executive Board of ARCADIS NV and the board of the Stichting Preferente Aandelen ARCADIS NV are both of the opinion that, regarding the independence of the management, there is full compliance with the requirements stipulated in Section X of Book II of the regulations of Euronext Amsterdam Stock Market.
Cumulative Financing Preferred Shares
Since 2002, the Articles of Association incorporate the possibility to issue shares of cumulative financing preferred stock. This allows the Company to finance acquisitions from the issuance of share capital, which will strengthen shareholders' equity without diluting existing shareholders.
No issuance of cumulative financing preferred stock has taken place to date.
Agreements with shareholders
The Articles of Association of the Stichting Lovinklaan stipulate that its board needs prior approval of the Stichting Prioriteit ARCADIS NV for any decisions concerning the disposal or pledge of the Foundation’s shares in ARCADIS NV, or to transfer them as security or otherwise encumber them.
Share issuance policy
The General Meeting of Shareholders is asked each year to authorize the issuance of shares and to limit or exclude the related, statutory priority rights. Each year, upon presentation of this agenda item, the goals and restrictions that will guide the Executive Board and the Supervisory Board when they utilize this authorization are explained. This authorization is generally intended to enable the Company to take decisive action if presented with attractive expansion opportunities in the form of acquisitions.
ARCADIS NV Option and Stock Purchase Plans
ARCADIS NV operates Stock Option Plans and Stock Purchase Plans to promote the achievement of long-term goals. The General Meeting of Shareholders has been informed about the existing plans, which it has approved. Click here for further information about these plans, including information about issued and outstanding options.
Transactions with possible conflicts of interest
By year-end 2005, the Lovinklaan Foundation has pledged to make a contribution to the pension plan for Dutch employees to compensate for impacts caused by regulatory changes related to early retirement. This is further explained on page 27 of the Report by the Executive Board and in footnote 9 in the annual financial statements of the annual report 2005.
