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There are 41,361,668 Ordinary A Shares of Van Lanschot Kempen N.V. in issue. More than 99.9% of these Ordinary A Shares are held by Stichting Administratiekantoor van gewone aandelen A Van Lanschot (the “Trust”), which has issued depositary receipts for these shares. The depositary receipts are listed on the Euronext Amsterdam Stock Market. The Trust allows holders of depositary receipts to exercise their voting rights at all times.
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Pursuant to Chapter 5.3 of the Dutch Financial Supervision Act, the following disclosures have been entered in the Register of Substantial Holdings as maintained by the Dutch Authority for the Financial Markets. The percentages reflect the number of shares on the register on the dates listed and the current number of shares.
|Shareholder||Date of notification||Holding|
|Stichting Administratiekantoor van gewone aandelen A Van Lanschot||24/05/2013||97.30%|
|Holder of depositary receipts||Date of notification||Holding|
|APG Asset Management NV||30/01/2018||9.94%|
|LDDM Holding BV||03/06/2014||9.76%|
|Janus Henderson Group Plc||17/10/2016||5.60%|
|NN Group N.V.||23/12/2019||3.23%|
|T. Rowe Price||09/05/2017||3.08%|
|B.H.F. ten Doeschot||03/04/2020||3.02%|
|Investec Asset Management Limited||22/08/2019||2.99%|
|CRUX Asset Management Limited||31/03/2020||2.97%|
|Wellington Management Group LLP||09/03/2020||2.94%|
Disclosure is required once a shareholder’s interest reaches, exceeds or falls below a threshold value. The current interest of a shareholder or holder of depositary receipts may consequently differ from the interest reported on the disclosure date. On 31 December 2016, Stichting Administratiekantoor van gewone aandelen A Van Lanschot held over 99.99% of the shares.
Van Lanschot Kempen aims to pay out dividend to holders of its depositary receipts for Class A ordinary shares amounting to between 50% and 70% of its underlying net profit attributable to shareholders.
On the Annual General Meeting on 27 May 2021 the shareholders have voted in favour of the proposal to adopt a cash dividend of €0.70 per class A ordinary share.
We will act in accordance with the December 2020 recommendation of both the European Central Bank (ECB) and De Nederlandsche Bank (DNB) to largely postpone actual dividend payment. Therefore €0.20 per share will be payable in June 2021. The remaining 2020 dividend can be paid to shareholders as soon as the Management and Supervisory Boards agree that circumstances related to Covid-19 allow, and as long as the company remains in compliance with stated capital ratio targets. The decision on the timing of the payment of this remaining dividend will be made by the Management and Supervisory Boards and the relevant dates for the payment of this remaining dividend will be announced in the manner as stipulated in the Van Lanschot Kempen Articles of Association. At the ECB’s and DNB’s recommendation, the remaining dividend will not be paid before 30 September 2021.
On the Annual General Meeting on 28 May 2020 the shareholders have voted in favour of the proposal to adopt a cash dividend of €1.45 per class A ordinary share.
Taking the advice of the European Central Bank (ECB) as published on 27 March 2020 and supported by De Nederlandsche Bank (DNB) on the same day, we will delay the payment of the dividend. The Statutory Board and the Supervisory Board are of the opinion that the 2019 dividend can be paid to our shareholders as soon as circumstances related to the coronavirus (Covid-19) allow and so long we remain in compliance with our stated capital ratio targets. The decision on the timing of the dividend payment will be made by the Statutory and Supervisory Boards and the relevant dates for the payment of the dividend will be disclosed in the manner prescribed in the Van Lanschot Kempen Articles of Association, but payment will not be earlier than 1 October 2020.
Holders of depositary receipts for ordinary shares will receive this dividend in cash, subject to Dutch dividend withholding tax of 15%. Tax will be withheld by Euroclear Nederland-affiliated institutions that have registered the relevant depositary receipts after closing on the record date. The paying agent is Amsterdam-based Van Lanschot Kempen NV.
Press release 3 April 2020: Van Lanschot Kempen postpones 2019 dividend payment (pdf)
Van Lanschot Kempen carries out share buy-back programmes. The purpose of the share buy-back programmes is to cover the allocation of depositary receipts to employees under the existing remuneration policy and employee share plan.
The ordinary A shares of Van Lanschot Kempen NV are held by the foundation Stichting Administratiekantoor van gewone aandelen A ('Stichting Administratiekantoor'), which has issued depositary receipts for those shares. The depositary receipts are listed on the Euronext Amsterdam Stock Exchange.
In accordance with the Corporate Governance Code, for each General Meeting, the Stichting grants proxy votes to holders of depositary receipts who attend the meeting in person or are represented by third parties, enabling these depositary receipt holders to vote at their own discretion for the number of Class A ordinary shares held by them at record date.
In its third quarter trading update in 2020 Van Lanschot Kempen announced that it was investigating a potential legal merger (juridische fusie) of the holding company Van Lanschot Kempen N.V. (“VLK Holding”) into its 100% subsidiary Van Lanschot Kempen Wealth Management N.V. (“VLKWM”) whereby VLK Holding will be the disappearing entity (the “Merger”).
After having duly investigated the matter in close consultation with the various stakeholders involved, VLK Holding and VLKWM formally announced the intention to effect the Merger by publishing a merger proposal (fusievoorstel) and the related documentation on 15 April 2021.
The Merger is subject to the approval of the general meeting of VLK Holding. Information on the reasons to pursue the Merger and the implications of the Merger from various perspectives can be found in the documents below and especially in the so called Merger Addendum to the agenda of the annual general meeting of 27 May 2021.
As per 1 July 2021 VLK Holding has merged with VLKWM. As per that day the name of VLKWM changed into Van Lanschot Kempen NV.
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