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.

As far as is known, approximately 70% of the (certificates of) shares are held by foreign investors, mainly from the United Kingdom and the United States.

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 (“Foundation”) Continuïteit Fugro. The primary aim of the protective measures is to safeguard Fugro’s independence in relation to its clients.

Only (non-voting) certificates of shares are listed and traded on Euronext Amsterdam. These exchangeable certificates are issued by Stichting (“Foundation”) Administratiekantoor Fugro (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.

Certificate holders (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 twenty five per cent (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.

A possible issue by Fugro of protective preference shares will be to Stichting (“Foundation”) Beschermingspreferente aandelen Fugro. Fugro and Stichting Beschermingspreferente aandelen Fugro have not entered into an (call or put) option agreement with respect to the cumulative protective preference shares. When a threat of an unwanted takeover is such that an immediate issue of protective preference shares to Stichting Beschermingspreferente aandelen Fugro is desirable, the Board of Management of Fugro should resolve on the issue of – and/or on the granting of rights to subscribe for – protective preference shares.

The objective of Stichting Beschermingspreferente aandelen Fugro is to represent the interests of Fugro and its enterprise, as well as the entities within the Fugro Group, in such a way that the interests of Fugro as well as the interests of all stakeholders, will be safeguarded as best as possible. Any influences which could damage the independence and/or continuity and/or identity of Fugro and its associated companies to the detriment of those interests are to be prevented as far as possible, as is the execution of anything that is related to or could be beneficial to the above. (The Board of) Stichting Beschermingspreferente aandelen Fugro operates completely independent of Fugro.

The (call) option on protective preference shares granted by Fugro Consultants International N.V. and Fugro Financial International N.V. to Stichting Continuïteit Fugro has been approved by the AGM in 1999. The objective of Stichting Continuïteit Fugro corresponds to that of Stichting Beschermingspreferente aandelen Fugro. 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.