History

Stichting preferente aandelen C Van Lanschot Kempen (the Stichting) was incorporated on 28 December 1999 and is established in ’s-Hertogenbosch. The Stichting was incorporated in the context of the listing of the depositary receipts for shares in Van Lanschot N.V. (currently named Van Lanschot Kempen N.V. (Van Lanschot Kempen)) on the Amsterdam stock exchange.

At the time of the listing on the stock exchange of Van Lanschot Kempen, its share capital consisted of ordinary shares A, ordinary shares B, and class C preference shares. In the meantime all ordinary shares B have been converted into ordinary shares A. The share capital of Van Lanschot Kempen now consists solely of ordinary shares A. Until now no preferred shares C have ever been issued.

Purpose

The purpose of the Stichting is to safeguard the interests of Van Lanschot Kempen and its stakeholders, and to avert outside influences that could threaten its continuity, autonomy or identity to the detriment of such interests. The Stichting pursues its purpose by acquiring Class C preference shares in the capital of Van Lanschot Kempen, and by exercising the rights attached to these shares.

Autonomy

The Stichting is a legal entity independent of Van Lanschot Kempen, as referred to in Section 5:71 (1) sub-paragraph (c) of the Financial Supervision Act (Wft).

The Stichting and Van Lanschot Kempen have signed a call option agreement granting the Stichting the right to acquire Class C preference shares up to 100% of the value of Van Lanschot Kempen’s share capital in issue before the exercise of the call option, less one share.

 

Financing

 

When acquiring Class C preference shares, the Stichting is required to pay a minimum of 25% of the nominal amount. To ensure it will be able to pay when the time comes, the Stichting has a funding agreement with ING Bank in place.

The purpose of the Stichting is to safeguard the interests of Van Lanschot Kempen and its stakeholders, and to avert outside influences that could threaten its continuity, autonomy or identity to the detriment of such interests. The Stichting pursues its purpose by acquiring Class C preference shares in the capital of Van Lanschot Kempen, and by exercising the rights attached to these shares.

 

The following circumstances may lead to the issuance of Class C preference shares:

• A concentration of shares or depositary receipts for shares in Van Lanschot Kempen as a result of purchases on the stock market or the purchase of blocks of shares, other than as a pure investment;
• Merger talks that do not lead to an agreement;
• The announcement of a public bid, whether or not in combination with the above circumstances;
• A proposal by a shareholder or holder of depositary receipts of shares to place an item on the agenda that represents a potential threat to Van Lanschot Kempen’s continuity, identity and/or independence.

The present members of the Board are: mr. A.A.M. Deterink (chair), mr. H.P.M. Kivits (secretary), and ms. A.E. van der Pauw.

Mr. Deterink is a former partner of Deterink Advocaten en Notarissen.
Mr. Kivits is a former chairman of the board of directors of Stage Entertainment.
Ms. Van der Pauw is a former partner of Allen & Overy.

Members of the Board of Directors are appointed for a term of four years, it being understood that this term expires at the end of the first board meeting to be held in the fourth year after the year of their last (re-)appointment. Re-appointment is possible for unlimited consecutive terms. The rotation plan is available under Downloads below.

For any questions please contact the Stichting:

Van Lanschot Kempen NV            
Attn. Secretariaat Stichting preferente aandelen C Van Lanschot Kempen    
P.O. Box 1021            
5200 HC ’s-Hertogenbosch            
Netherlands