Trust Office
Stichting Administratiekantoor Preferente Financieringsaandelen ABN AMRO Holding ('Trust Office')
ABN AMRO believes it is essential to have a corporate governance structure that is transparent and in accordance with international standards. In line with this conviction, we decided to abolish our structure of having preference shares with a defence function.
The old (depositary receipts of) preference shares were cancelled on 30 September 2004 and new (depositary receipts of) preference shares were issued that perform no defence function.
The restructuring of the preference shares was approved by an Extraordinary General Meeting of Shareholders on 25 August 2004. During this meeting, the shareholders also approved an amendment to the articles of association of ABN AMRO Holding in order to reflect the new structure.
The new (depositary receipts of) preference shares are not listed and are administered by a trust office, Stichting Administratiekantoor Preferente Financieringsaandelen ABN AMRO Holding (the 'Trust Office'). The Stichting Administratiekantoor ABN AMRO Holding that held the previous depositary receipts of preference shares was dissolved as of 31 December 2004.
In contrast to the previous structure, the voting rights on the new preference shares, although formally held by the Trust Office, are exercised in practice by the depositary receipt holders, as voting proxies will be issued to the depositary receipt holders by the Trust Office under all circumstances.
The Trust Office will not exercise its voting rights. The voting rights will be calculated on the basis of the equity participation of the (depositary receipts of) preference shares in proportion to the value of the ordinary shares. Voting rights on preference shares granted to a depositary receipt holder by proxy will correspond to the amount of depositary receipts held by the depositary receipt holder, in relation to the stock price of the ordinary shares on Euronext Amsterdam at the close of the last trading day in the month preceding the calling of the shareholders' meeting.
Although the Trust Office holds preference shares representing 100% of the total capital on the basis of nominal issued share capital outstanding on 31 March 2007, the actual voting power that can be exercised on the (depositary receipts of) preference shares is approximately 1.2% of our total issued capital, based on the closing share price as at 31 March 2007.
Dutch corporate governance code
We are pleased to confirm that the Trust Office applies the best practice provisions of the Dutch corporate governance code that are applicable to trust offices. For details, please refer to chapter IV of our Corporate Governance supplement.