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Share information

Fugro was founded in the Netherlands in 1962 and is listed on the Amsterdam stock exchange of NYSE Euronext since 1992. Fugro was included in the AEX-index as of September 2008 (symbol: FUR/ISIN code: NL0000352565). Trading in options on Fugro shares is also possible via Euronext Amsterdam.

Data per share (x EUR 1)

Result from operating activities (EBIT) 3.30 (13.6) 3.82 4.44
Earnings from continuing operations 2.77 (4.2) 2.89 3.71
Earnings (including discontinued operations) 5.29 46.5 3.61 3.63
Cash flow 5.00 0.2 4.99 5.45
Dividend for the year under review 1.50   1.50 1.50
Extra dividend for the year under review related to sale of majority Geoscience business -   0.50 -
Share-price: year-end 43.32   44.52 44.90
Average price-earnings ratio 7.9   13.2 13.5
Average dividend yield (%) 3.6   4.2 3.1

Share Capital:

Issued shares

 

Ordinary shares (as of 6 June 2014 following payment of stock dividend) with a nominal value of EUR 0.05 each

86,271,100

Ordinary shares (as of 31 December 2013) with a nominal value of EUR 0.05 each

84,572,525

 

 

Authorised capital

EUR 16,000,000

The authorised capital is divided into:

96,000,000 ordinary shares, with a nominal value of EUR 0.05 each

EUR 4,800,000

160,000,000 cumulative protective preference shares, with a nominal value of EUR 0.05 each

EUR 8,000,000

32,000,000 cumulative financing preference shares, with a nominal value of EUR 0.05 each

EUR 1,600,000

32,000,000 cumulative convertible financing preference shares, with a nominal value of EUR 0.05 each

EUR 1,600,000

Protective measures
When carrying out assignments Fugro can have access to clients’ extremely confidential information. For this reason Fugro can only carry out its activities if it can safeguard its independence in relation to its clients. The main point of Fugro’s protection against a hostile takeover depends on the one hand on certification of the ordinary shares and, on the other hand, on the possibility of Fugro to issue cumulative protective preference shares. In addition to this, protective preference shares may also be issued by the Fugro subsidiaries Fugro Consultants International N.V. and Fugro Financial International N.V. to Stichting Continuïteit Fugro (see pages 95 of the Fugro Annual Report 2012). The primary aim of the protective measures is to safeguard Fugro’s independence in relation to its clients.

Fugro Trust Office (‘Trust Office’)
Only (non-voting) certificates of shares are listed and traded on NYSE Euronext Amsterdam. These exchangeable certificates are issued by the Trust Office and the Board of the Trust Office exercises the voting rights on the underlying shares in such manner that the interests of Fugro and its enterprise, as well as the interests of all stakeholders, are safeguarded as best possible. The (Board of the) Trust Office operates completely independent of Fugro. For the composition of the Board of the Trust Office see page 200 of the Fugro Annual Report 2012.

Holders of certificates (and their authorised proxies):

  • may, after timely written notification, attend and speak at shareholders’ meetings;
  • are entitled to request from the Trust Office a proxy to exercise the voting rights on the (underlying) shares corresponding to their certificates. The Trust Office may solely limit, exclude or revoke this proxy if:
    1. a public offer has been announced or made on the (certificates of) shares of Fugro or if a justifiable expectation prevails that such an offer shall be made, without agreement thereon having necessarily been reached with Fugro;
    2. a holder of certificates or a number of holders of certificates, in accordance with an agreement between and among them to co-operate, together or not, with subsidiaries, acquire at least 25% of the issued capital of Fugro; or
    3. in the opinion of the Trust Office, the exercise of voting rights by a holder of certificates constitutes a real conflict of interests with those of Fugro;
  • may, provided they are natural persons and they have not entered into an agreement between and among them to co-operate, exchange their certificates for ordinary shares entitled to vote up to a maximum of 1% of the issued share capital of Fugro per shareholder.

Stichting Beschermingspreferente aandelen Fugro (‘Foundation Protective Preference Shares’)
The objects of Foundation Protective Preference Shares are to attend to Fugro’s interests and of Fugro’s businesses as well as the businesses of the entities that form part of the Group, in such way that Fugro’s interests and the interests of the relevant businesses as well as the interests of all parties involved, are safeguarded to the extent possible, and that Fugro and the relevant businesses are defended to the extent possible against factors that could negatively affect the independence and/or continuity and/or identity of Fugro and the relevant businesses, as well as all activities which are incidental to or which may be conducive to any of the foregoing. The Foundation aims to achieve its objects independent from Fugro, by acquiring protective preference shares and by exercising the rights attached to such shares. Fugro has entered into an option agreement with the Foundation pursuant to which the Foundation was granted the right to acquire cumulative preference protective shares in Fugro’s share capital, each share with a nominal value of EUR 0.05, up to an amount to be determined by the Foundation up to a maximum equal to 100% minus 1 share of the aggregate nominal value of ordinary shares and preference financing shares in Fugro that are held by third parties at the time the right to acquire preference protective shares is exercised by the Foundation. By entering into the option agreement, the Foundation is in a position to achieve its objects – i.e. safeguarding the company and its businesses – autonomously, independently and effectively should the occasion occur. The (Board of) Foundation Protective Preference Shares operates completely independent of Fugro. For the composition of the Board of the Foundation see page 200 of the Fugro Annual Report 2012.

Stichting Continuïteit Fugro (‘Foundation Continuity’)
The (call) option on protective preference shares granted by Fugro Consultants International N.V. and Fugro Financial International N.V. (both registered in Curaçao)to Foundation Continuity has been approved by the AGM in 1999. The objective of Foundation Continuity corresponds to that of Foundation Protective Preference Shares. The protective measures described above shall be put up, especially in a takeover situation, when this is in the interest of Fugro to protect its independence and also in defining Fugro’s position in relation to that of the raider and the raider’s plans and it creates the possibility, when necessary, to look for alternatives. The protective measures will not be put up to protect the Board of Management’s own position. Due to the uncertainty regarding the situations with which Fugro could be confronted, the use of protective measures in circumstances other than those described above cannot be discounted. For the composition of the Board of Foundation Continuity see page 200 of the Fugro Annual Report 2012.

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