Vopak’s principal defence against a hostile takeover is the company’s ability to issue cumulative preference shares (‘Protective preference shares’) to Stichting Vopak. Such defensive preference shares will be issued, should Stichting Vopak exercise its option right. On 18 October 1999, the General Meeting decided to grant Stichting Vopak the right to take up protective preference shares up to a maximum nominal amount equal to 100% of the share capital issued at that time to third parties in the form of ordinary and financing preference shares, less one ordinary share.
Vopak and Stichting Vopak further formalized their relationship with regard to the option right in an option agreement dated 1 November 1999. This agreement was amended on 5 May 2004, whereby the original put option granted to Vopak was cancelled. The granting of the option to Stichting Vopak has been entered in the Company Registry and is disclosed in the Annual Report. The objective of Stichting Vopak is to promote the interests of Vopak and of the enterprises undertaken by Vopak and companies affiliated to the Vopak group, in such a way that the interests of Vopak and of those enterprises, and of all stakeholders, are safeguarded to the greatest possible extent and, to the best of its ability, to resist influences which, opposing those interests, could impair the independence and/or continuity and/or the identity of Vopak, and of those enterprises, and to undertake all actions relating to or conducive to the above objectives.
The Board of Stichting Vopak therefore determines whether and when it is necessary to issue the protective preference shares. The anti-takeover measures outlined can be taken in, for example, a takeover situation if this were to be in the interest of Vopak in order to establish its position in respect of the hostile party and its plans, and to create opportunities for seeking alternatives.
The anti-takeover measures will not be applied to protect the position of the Executive Board. As necessary, Vopak reviews its anti-takeover measures against implementation acts enacted from time to time pursuant to EU directives.