Anti-takeover measures

The Company has taken the following measures to protect itself against any undesired developments that might have an impact on the independence, continuity and/or identity of the Group. 

Pursuant to a resolution passed by the General Meeting held on 12 June 1972, the Articles of Association include the possibility of issuing preference shares. Stichting Aandelenbeheer BAM Groep (hereafter referred to as ‘the Foundation’) was founded with a view to this possibility in 1978. The object of the Foundation is to look after the interests of the Company and the companies that are held by the Company and the group of companies associated with the Company. Specifically, the Foundation seeks to ensure that the interests of the Company and of those companies and all their stakeholders are safeguarded as well as possible and that influences which could undermine the independence and/or continuity and/or identity of the Company and those companies and which are in conflict with those interests are averted to the best of the Foundation’s ability. 

The Foundation attempts to achieve its objective by acquiring – whether or not by exercising the option referred to above – and holding class B cumulative preference shares in the Company’s capital, by exercising the rights connected with those shares and/or by using its right of enquiry. 

As announced at the General Meeting held on 4 June 1992 and considered at the General Meeting on 8 June 1993, the Company granted the Foundation an option to acquire class B cumulative preference shares in the Company’s capital on 17 May 1993. This option was granted up to such an amount as the Foundation might require, subject to a maximum of a nominal amount that would result in the total nominal amount of class B cumulative preference shares in issue and not held by the Company equalling no more than ninety-nine point nine per cent (99.9 per cent) of the nominal amount of the issued share capital in the form of shares other than class B cumulative preference shares and not held by the Company at the time of exercising of the right referred to above. The Executive Committee of the Foundation has the exclusive right to determine whether or not to exercise this right to acquire class B cumulative preference shares. 

On 6 October 2008, the Company granted the Foundation the right, under Article 2:346(c) of the Dutch Civil Code, to submit a petition as referred to in Article 2:345 of the Dutch Civil Code (right of enquiry). 

The Foundation’s Executive Committee consists of three members, namely a Category A director and two Category B directors. The Category A director is appointed by the Company’s Executive Board, subject to approval by the Supervisory Board. 

The Category A director may not be a member of the Executive Board or Supervisory Board of the Company or any of its subsidiaries.

The Category B directors are appointed by the Foundation’s Executive Committee, subject to the approval of the Executive Board, for which the latter in turn requires the approval of the Supervisory Board. A Category B director may not be a person affiliated to the Company as referred to in the now lapsed Appendix X to the General Regulations of Euronext Amsterdam Stock Market, Rule Book II (Algemeen Reglement Euronext Amsterdam Stockmarket, Rulebook II). 

The current composition of the Executive Committee is: 
R. Pieterse, Chairman (B) 
F.K. Buijn (A) 
R. de Jong (B)

The Chairman of the Foundation’s Executive Committee receives an annual fee of €12,000 from the Foundation. The Foundation pays an annual fee of €10,000 to each of the other members of its Executive Committee. 

The particulars of the Executive Committee members are: 

R. Pieterse (1942), Chairman 
Member of the Foundation’s Executive Committee since 2009 and Chairman since 2012. A Dutch national. Former Chairman of the Executive Board of Wolters Kluwer. Mr Pieterse is member of the Supervisory Board and Chairman of the Audit Committee of Corbion, member of the Supervisory Board of eVision and Chairman of the Board of Stichting Preferente Aandelen USG People. 
In 2003, Mr Pieterse was a member of the committee that drew up the first Dutch Corporate Governance Code. 

F.K. Buijn (1960) 
Member of the Foundation’s Executive Committee since 2012. A Dutch national. Former civil-law notary, well-versed in business law. Mr Buijn is member of the Executive Board of the ARCADIS Preferred Shares Foundation. He is involved at various large family companies as chair or director of foundation trust offices and Chairman of the Board of the Instituut Gak foundation. 

R. de Jong RA (1948) 
Member of the Foundation’s Executive Committee since 2009. A Dutch national. Former member of the Executive Board and Chief Financial Officer of Essent. Mr De Jong is Chairman of the Supervisory Board of Nederlandse Gasunie, Chairman of the Supervisory Board of Bakeplus Holding and Chairman of the Supervisory Board of Rabobank Arnhem en Omstreken. He is member of the Supervisory Board and Chairman of the Audit Committee of Enexis Holding, member of the Supervisory Board and Chairman of the Audit Committee of USG People, member of the Supervisory Board of Hogeschool of Amsterdam and advisor Hogeschool of Amsterdam. He is a member of the Executive Committee of the Foundation of Holding Preferred Shares in Wereldhave. 

No class B cumulative preference shares have been issued at this time. 

The Supervisory Board and the Executive Board reserve the right, in the interests of the Company and its associated companies, to resolve to take measures other than the issue of class B preference shares in order to protect the Company against influences that might be regarded by the Supervisory Board and the Executive Board, after balancing the interests of the Company and all of the stakeholders in the Group, as being potentially damaging to the independence, continuity and/or identity of the Group.

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