Ballast Nedam Administration Office Report on 2007
General
In compliance with the provisions of Article 15 of the Terms of Administration of the Ballast Nedam Administration Office (Stichting Administratiekantoor van aandelen Ballast Nedam, hereafter: the Administration Office) and best practice provision IV.2.6 of the Dutch Corporate Governance Code (‘the Code’), we report as follows to the holders of depositary receipts.
During 2007, the Administration Office performed the customary activities for the administration of the shares referred to above. The work associated with the administration of the shares was performed by the trust office of the administration office, N.V. Algemeen Nederlands Trustkantoor ANT (P.O. Box 11063, 1001 GB Amsterdam). The administration office is located at the address of the company.
The total costs of the activities of the Administration Office in 2007 were € 51 113 (including the fees paid to the members of the Board). In accordance with the Terms of Administration of the Administration Office, these costs were borne by Ballast Nedam N.V.
Number of depositary receipts for shares
The nominal value of registered shares held in administration amounted to € 54 746 604 as at 31 December 2007. In return for these shares, 9 124 434 bearer depositary receipts have been issued with the same nominal value.
The number of registered shares in the capital of Ballast Nedam N.V. held in administration increased in 2007 from 9 119 385 to 9 124 434. The increase resulted from the exchange of depositary receipts for shares issued by the Stichting Werknemersparticipatie Ballast Nedam for depositary receipts for shares that can be traded on the stock exchange.
Board
The members of the Board of the Administration Office during the year were:
W.P.M. van der Schoot (Chairman)
S.B. Braaksma
W. van Voorden.
Other functions of the current members of the Board are reported in a separate annex. Each member of the Board is paid a fee of € 7 000 per year.
Board meetings
In addition to administering the shares, the Board conducted talks with the company’s Board of Management, in which it received information on the company’s performance. Three Board meetings were held in 2007, two of which were attended by the company’s Board of Management at the invitation of the Board. A Meeting of Holders of Depositary Receipts for Shares is held each year, prior to the General Meeting of Shareholders.
The first Board meeting, which was also attended by the company’s Board of Management, was held on 20 March 2007. During this meeting, the general performance of Ballast Nedam N.V. was discussed, as were the company’s annual figures for 2006, following their publication on 16 March 2007. The balance sheet and income statement for the 2006 financial year were adopted and the report of the Administration Office for 2006 was approved. The membership of the Board of the Administration Office was also discussed.
The second Board meeting took place on 9 May 2007, in preparation for the General Meeting of Shareholders and the Meeting of Holders of Depositary Receipts for Shares on the same date. The third Board meeting was held on 16 October 2007 and was also attended by the company’s Board of Management. The company’s half-year figures for 2007 were discussed at this meeting.
Meeting of Holders of Depositary Receipts
A Meeting of Holders of Depositary Receipts was held on 9 May 2007, prior to the
General Meeting of Shareholders. The substantive agenda items were as follows:
I. Announcement of the reappointment of Mr. van der Schoot
II. Announcement of the proposed votes of the Board of the Administration Office at the Annual General Meeting of Shareholders of Ballast Nedam N.V.
Mr. van der Schoot resigned by rotation on 2 April 2007. This was announced at the Meeting of Holders of Depositary Receipts on 10 May 2006. Mr. van der Schoot was available for reappointment, and the Meeting of Holders of Depositary Receipts did not recommend any persons for nomination. The Board therefore reappointed Mr. van der Schoot for a term of four years. No questions were raised at the meeting regarding this reappointment.
After the Board had explained its proposed voting behaviour at the Annual General Meeting of Shareholders of Ballast Nedam N.V., the Meeting of Holders of Depositary Receipts had no further questions on this agenda item.
Participation of the Board in the General Meeting of Shareholders
At the General Meeting of Shareholders on 9 May 2007, the Board took part in discussions on the matters raised. During the Meeting, the Board posed a number of critical questions. On behalf of the Administration Office, the Board cast its vote on the relevant agenda items and, in accordance with its statutory objectives, based its voting behaviour primarily on the interests of holders of depositary receipts for shares, bearing in mind the interests of the company and its affiliated entities. After careful consideration, the Board decided to support all proposals at both Meetings.
At the General Meeting of Shareholders on 9 May 2007, the Board of the Administration Office granted proxies for 1 992 819 depositary receipts for shares (20.08% of the issued share capital). The Board represented about 71.83% of the issued share capital at this meeting.
Nieuwegein, 3 March 2008
The Board
W.P.M. van der Schoot
S.B. Braaksma
W. van Voorden
Annex to the report
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