Heijmans Share Administration Trust
General Meeting of Shareholders of Heijmans N.V. to be held on Wednesday, 18 April 2012 at 14:00 hrs at the Sociaal cultureel centrum Perron-3, Hoff van Hollantlaan 1 in Rosmalen, the Netherlands.
Holders of depositary receipts
Holders of depositary receipts who wish to attend the meeting in person or to send a proxy have to apply in writing through their bank to ABN AMRO Bank N.V. in Breda or to Kempen & Co. N.V. in Amsterdam from the registration date until Wednesday, 11 April 2012, 17.30 hrs.
In order to do this, the institution in whose accounting system the holders are registered for depositary receipts must submit a statement to ABN AMRO Bank N.V. or Kempen & Co. N.V. that the depositary receipts in question are listed in the name of the holder in its accounting system on the registration date. A registration certificate will then be sent out that serves as proof of entitlement to be admitted to the meeting.
Holders of depositary receipts who wish to be represented by a proxy should – notwithstanding the requirement to apply stated above – provide the proxy with written authorisation. The written authorisation should be received by ABN AMRO Bank N.V. or Kempen & Co. N.V. no later than Wednesday, 11 April 2012 at 17:30 hrs.
Authorisation of holders of depositary receipts
Heijmans Share Administration Trust (‘the SA Trust’) reports that – having due regard for the provisions in its trust conditions – a depositary receipt holder’s application to attend the General Meeting of Shareholders on 18 April 2012 will be treated as a request to vote. Holders of depositary receipts who attend the meeting in person or who allow themselves to be represented by a third party are, therefore, authorised by the SA Trust to vote on the number of depositary receipts entered in their name for the meeting, with due observance of the provisions in the Articles of Association and the trust conditions of the SA Trust. The proxy is conferred to the holder of depositary receipts for shares (or his authorised representative), as a result of the fact that he (or his authorised representative) signs the attendance list for the meeting when the opportunity is given to do so, before the meeting.
Depositary receipt holders who are not able to attend the General Meeting of Shareholders can express their views/opinion on certain issues/make a voting recommendation to the management of the SA Trust in writing or via e-mail (using a response form that can be downloaded from Heijmans' website: www.heijmans.nl, by going first to ‘Heijmans', then to 'corporate governance’, and then to ‘Stichting Administratiekantoor Heijmans’).
Holders of depositary receipts for shares who are unable to attend the shareholders’ meeting may also, notwithstanding the above provisions on making an application and on authorisation by the SA Trust, grant a proxy and issue voting instructions to ANT Trust & Corporate Services N.V. (‘ANT’), which is appointed to vote in accordance with the voting instructions. There is a form for holders of depositary receipts to use to grant this proxy and issue voting instructions, which should be requested as soon as possible from ANT, Claude Debussylaan 24, 1082 MD Amsterdam (tel. +31 (0)20-5222510, fax +31 (0)20-5222535, e-mail: mailto: firstname.lastname@example.org).
The form can also be downloaded from the Heijmans N.V. website (www.heijmans.nl, by going first to ‘Heijmans’, then to ‘Corporate Governance’, and then to ‘AVA, agenda en bijlagen’).
The form completed by the depositary receipt holder must be received by ANT or Heijmans N.V. no later than Wednesday, 11 April 2012 at 17:30 hrs.
For additional information:
ANT Trust & Corporate Services N.V.
Claude Debussylaan 24, 1082 MD Amsterdam, the Netherlands
Tel: +31 (0)20-5222510
Fax: +31 (0)20-5222535
Articles of Association