Aalberts – AGM 25 june 2020
ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.
In general, Aalberts is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting
Under ITEM 9 it is proposed to newly appoint Ms. Annette Rinck as Member of the supervisory board. Based on the available information, ECGS has concerns over her aggregate time commitments and recommends to vote OPPOSE.
Under ITEM 10a approval is sought for the Company's remuneration policy. ECGS has concerns over both the level of disclosure and the level of discretion provided to the supervisory board. Accordingly, ECGS recommends to vote OPPOSE.
Under ITEM 13 authorisation is sought to repurchase own shares. Although the authority requested would meet its guidelines, ECGS considers that it is currently not the right moment to proceed to a new share buyback programme in view of the recent events relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.
Other issues
Aalberts' issued share capital amounted to EUR 27.6 million, comprising 110,580,102 shares and 100 priority shares. All priority shares held by the Stichting Prioriteit 'Aalberts N.V.' (the 'Prioriteit') and may be considered to constitute a form of permanent anti-takeover measure (see section 3.2. for further details).
Various principal powers are vested in the holders of priority shares, among them:
- Authorisation to every decision to issue shares, to limit or exclude the preferential rights of shareholders in the event of an issue of shares, to dispose of shares or to decrease the share capital;
- Determination of the number of members of the executive board;
- To make a binding nomination to the AGM concerning the appointment of executive/supervisory board members;
- To approve sale of a substantial part of the operations of the Company or significant acquisitions or the borrowing of funds exceeding an amount of EUR 100m; and
- To recommend to the AGM a change in the Articles of Association, a legal merger, a split-up or the dissolution of the Company.
Aalberts Industries is a technology company. As of Dec 31 2015, Co. is organized into four businesses: building installations, which produces and sells connection systems and valves to distribute and control water or gas in heating, cooling, drinking water, gas and sprinkler installations in residential, commercial and industrial buildings; climate control, which develops and produces complete hydronic systems-from source to emitter- for heating and cooling systems; industrial controls, which develops and produces regulation and control systems for selected niche markets; and industrial services, which provides a combination of material technology know-how and manufacturing capabilities.
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