The Foundation’s mission
The mission of the Foundation is set out in its articles of association. It concerns the protection of the interests of Fugro N.V. and of the business that is conducted by Fugro N.V. and its group companies, hereinafter the “Fugro Group”. Such mission includes the protection and the securing of the identity, the (independent) existence and the continuity of the Fugro Group as an independent and world leading provider of geotechnical and survey services for the oil and gas and infrastructure markets, both onshore and offshore.
In the context of this objective it is the aim of the Foundation to contribute to the stability and the controlled growth of the Fugro Group for purpose of the creation of long term shareholder value in the interest of all its stakeholders.
Organization and powers of the Stichting
The Foundation is independent and the ownership and control of the Foundation is not vested with any other party. The board of the Foundation is composed of five members, while only one individual member of the board had (in the past) ties with Fugro N.V.
Following a resolution which was taken by the general meeting of shareholders of Fugro N.V. on 12 May 1999, the Foundation entered on 11 October 1999 into option agreements with Fugro Financial International N.V. (“FFI”) and with Fugro Consultants International N.V. (“FCI”). These two entities, with statutory seat on Curaçao, act as subholding companies for the majority of the worldwide operating companies of the Fugro Group. Pursuant to these option agreements the Foundation was granted two call-options for the acquisition of cumulative preference shares B in the share capital of both FFI and FCI up to a maximum of 105% of the then issued share capital in FFI and in FCI (in any other form than cumulative preference shares B) to the extent such share capital is not held by FFI and FCI respectively.
As a result of the issue to the Foundation of cumulative preference shares B in the share capital of FFI and FCI (up to a maximum of 105% of the then issued share capital in FFI and in FCI in any other form than cumulative preference shares B), the Foundation may acquire under circumstances a temporary veto right in the general meetings of shareholders of FFI and FCI for all important decisions of the general meetings of shareholders of FFI and FCI. This would allow the Foundation to prevent that the continuity (of the company policies) of the worldwide operational activities of the Fugro Group would be thwarted and annulled. Accordingly, the Foundation is in a position to effectively protect the business of the Fugro Group in case the independence and the continuity of the Fugro Group (including the continuity of Fugro Group’s company policies) would be seriously threatened as a result of a hostile public bid on Fugro N.V. or as a result of a hostile movement within the general meeting of shareholders of Fugro N.V.
Consequences for the Fugro Group in the situation the Foundation would make use of its option rights
The application of the option rights by the Foundation will only result in the Fugro Group being able to continue its operations as an independent and worldwide group under the present management. The execution of the option rights is a temporary measure that does not affect in any way (nor is intended to affect in any way) the ownership rights of the shareholders in Fugro N.V.
Object of the Foundation as set out in its articles of association:
“The object of the Foundation is to protect and promote the interests of Fugro Consultants International N.V. and Fugro Financial International N.V., with statutory seat at Curaçao, hereinafter respectively “FCI” and “FFI”, as well as the interests of Fugro N.V. with statutory seat at Leidschendam, hereinafter the “Company”, as well as of the business that is conducted by the Company and by the companies that form a group with the Company, and this to the extent that the interests of the Company and of such business and all those concerned, are protected and secured as much as possible, while any influence which may threat the independence, continuity and/or identity of the Company and such business, will be held off to the maximum possible, including any other act that may relate to or be conducive to the foregoing.”