Stichting Administratiekantoor Aandelen KAS BANK (KAS BANK Registrar’s Office) administers and manages almost all ordinary shares of the issued capital of KAS BANK N.V. and, in exchange issues exchangeable depositary receipts.
KAS BANK Registrar’s Office itself exercises voting rights only with respect to shares for which no proxies have been granted to the depositary receipt holders and shares for which no voting instructions have been received. This arrangement is conducive to the continuity of decision-making within the General Meeting of Shareholders and preserves the balance of the meeting by preventing a chance majority of those entitled to exercise voting rights influencing the decision-making process of the General Meeting of Shareholders.
The Executive Committee of KAS BANK Registrar’s Office hereby reports on its activities in the financial year in accordance with Article 15 of its Administration Conditions.
The Executive Committee held its annual meeting in April 2018, prior to the Annual General Meeting of Shareholders. The chairmen of the Managing Board and of the Supervisory Board were invited as guests at this meeting. Members of the Executive Committee attended the analyst meetings and presentations of the company in March and September regarding the publication of the company’s year results 2017 and half year results 2018 respectively. The Executive Committee regularly kept in touch by telephone and e-mail and attended the Annual General Meeting of Shareholders on 25 April 2018. During the year, the Executive Committee was well informed by the company and received all relevant information.
In the annual meeting of the Executive Committee, the Managing Board gave a presentation to the Executive Committee based on the analyst meeting. The Executive Committee discussed with the Managing Board the general state of the company’s affairs, the strategic focus on the institutional business and strategic projects, the IT-outsourcing, the financial performance and the developments regarding the corporate governance code. All topics on the agenda for the Annual General Meeting of Shareholders were discussed, especially the specific resolutions tabled by the Managing Board and Supervisory Board, such as the appointment of a new member of the Supervisory Board. Following the discussions in the meeting and based on the information of the Managing Board in the meeting and during the year, the Executive Committee decided to vote in favour of all the resolutions on the agenda, considered the interests of depositary receipt holders, the company, its related enterprise and all other stakeholders. The committee did not seek external advice.
For the Annual General Meeting of Shareholders on 25 April 2018, the Registrar’s Office issued proxies to 68 depositary receipt holders and/or their proxies, compared to 71 the previous year. Shareholders and depositary receipt holders in attendance represented 32.2% of the voting capital in the meeting, compared to 24.8% in the previous year. The Registrar's Office therefore represented 67.8% of the voting right, compared to 75.2% in the previous year.
The total number of ordinary shares in the issued capital of the company remained unchanged in 2018 at 15,699,017. At year-end, the Registrar’s Office had 15,599,937 ordinary shares under administration, in exchange for which the same number of depositary receipts had been issued. Depositary receipts were issued for approximately 99.4% of the total issued share capital.
The actual administrative procedures regarding the Registrar’s Office are performed by the company. The Registrar’s Office expenses for 2018 amounted to approximately €25,000. These expenses were mainly related to the remuneration of the members of the Executive Committee. The company has undertaken to make an annual sum available to the Registrar’s Office from which it can defray these, and other expenses incurred by the Registrar’s Office.
In 2018, there were no retirement by rotation. In 2019 Mr. Van Rutte will retire by rotation. The vacancy will be posted on the Registrar’s Office dedicated website. Mr. Van Rutte is available for reappointment.
The chairman of the Executive Committee receives an annual fee of €10,000 excluding VAT and the other members receive €7,500 excluding VAT for their services to the Registrar’s Office. The members of the Executive Committee are all independent and not associated with the company within the meaning of Article 4, paragraph 1 of the Constitution of the Registrar’s Office.
A list of positions held by the members of the Executive Committee is available for inspection on the Registrar’s Office dedicated website: http://www.stichtingadministratiekantoor.kasbank.com.
On 25 February 2019, KAS BANK and CACEIS announced that they have reaches conditional agreement on a public offer in cash for all securities in KAS BANK. On 5 March 2019, the Executive Committee was informed of the offer in more detail by the chairmen of the Managing Board and of the Supervisory Board. Conditional to the offer is the agreement of KAS BANK Registrar’s Office to exchange all depositary receipts to be held by CACEIS for the corresponding ordinary shares. The Executive Committee shall carefully prepare this agreement considered the interests of depositary receipt holders, the company, its related enterprise and all other stakeholders.
Amsterdam, 12 March 2019
Stichting Administratiekantoor Aandelen KAS BANK (KAS BANK Registrar ’s Office)
J.J. Nooitgedagt, chairman (2021)
J.C.M. van Rutte (2019)
M.R van Dongen (2021)