Stichting Administratiekantoor Financieringspreferente Aandelen Vopak (‘the Foundation’)
As at 31 December 2009, the Foundation administered 20,700,000 registered financing preference shares with a nominal value of EUR 1.00 each in Royal Vopak, for which an equal number of depositary receipts for shares had been issued.
During the year under review, the Board of the Foundation convened twice. During these meetings, items on the agenda included the manner in which the Foundation would vote at the Annual General Meeting to be held on 23 April 2009. At that meeting, the Foundation agreed to all proposals made to the General Meeting.
During another meeting, items on the agenda included the terms of the new 2009 Financing Preference Share Program, amendments to the Foundation’s bylaws and trust conditions and amendments to Royal Vopak’s Articles of Association. Discussions were also held about the manner in which the Foundation would vote at the Extraordinary General Meeting to be held on 27 August 2009.
For the Annual General Meeting held on 23 April 2009, two holders of depositary receipts requested proxies. The other holders did not give the Foundation any voting instructions. For the Extraordinary General Meeting held on 27 August 2009, one holder of depositary receipts requested a proxy, while the other holders gave the Foundation voting instructions.
During both meetings, the Foundation approved all proposals submitted to the shareholders. In addition, the Foundation convened two meetings of depositary receipt holders during the year under review. The first meeting was convened in order to fill a vacancy that had arisen because Officer A Mr J.H. Ubas had retired according to schedule.
During this meeting, Mr Ubas was reappointed for a four-year term. The second meeting was convened to discuss the amendments to the Foundation’s bylaws and Royal Vopak’s Articles of Association with holders of depositary receipts. Furthermore, approval was requested and granted for amending the Foundation’s trust conditions.
During the year under review, the Board of the Foundation was composed of two Officers A, Mr J.H. Ubas and Mr H.J. Baeten, appointed by the meeting of depositary receipt holders, and an Officer B, Mr L.P.E.M. van den Boom, appointed by the Board, who is also the Chairman. Prior to taking up their duties, the Officers of the Foundation held senior management positions at various financial institutions. All Officers satisfy the independence conditions as stipulated by article 6.6 of the by-laws of the Foundation. They receive annual compensation of EUR 6,353 each.
The Board of the Foundation will grant proxies to the holders of depositary receipts at their request. The Board of the Foundation will also comply with all voting instructions from the holders of depositary receipts. The granting of proxies and the acceptance of voting instructions will always be in accordance with a limit of one-hundred-and-sixteen votes for every thousand financing preference shares.
Rotterdam, 11 March 2010
Stichting Administratiekantoor Financieringspreferente Aandelen Vopak