The share

The Heijmans share capital

Issued capital as of 22 September 2022

The composition of the share capital of Heijmans N.V. as at 31 December 2021 was as follows:

Ordinary shares

The shares are held by the Heijmans Share Administration Trust (SA Trust). The face value per ordinary share is € 0.30. The SA Trust had issued 22,760,472 depositary receipts for shares as at 31 December 2021, and these shares are listed on the NYSE Euronext stock exchange in Amsterdam. The voting rights on ordinary shares are vested in the SA Trust. Each ordinary share entitles the holder to 30 votes. Holders of depositary receipts for shares wishing to vote at a shareholders’ meeting are granted an unconditional proxy by the SA Trust.

The movements in the number of ordinary shares and depositary receipts for shares, together with a summary of the key figures per ordinary share/depositary receipt, are presented in the table below.

Heijmans N.V. is listed on Euronext Amsterdam. The data relevant to the stock market listing is presented in the table below:  

Cumulative financing preference shares B

On 28 June 2002, Heijmans issued 6,610,000 cumulative financing preference shares B at a price of € 10 per share. The face value per ordinary share is € 0.21. As at 18 September 2015, there were 4,510,000 cumulative financing preference shares B outstanding. The face value per ordinary share is € 0.21. These shares are not quoted on a stock exchange and no depositary receipts are issued for them. The dividend is revised every five years, most recently as of 1 January 2019. From that moment until the next review date (1 January 2024), a dividend of 7.21% has been agreed, payable each year within 14 days after the Annual General Meeting of Shareholders (AGM). In the interim, this yield will be reduced by 100 basis points (1%) as soon as the outstanding capital in cumulative financing preference shares B is halved compared with the amount that was outstanding at year-end 2018, this being € 45,100,000. The company has the right to repurchase or cancel these financing preference shares B at any time. Redemption elements are applicable under certain conditions during the newly agreed review period. In the event of any interim redemptions, the voting ratios are revised on 30 June each year. For information about specific agreements and associated terms and conditions, we refer you to section 6.21 of the financial statements in this annual report.

Issued share capital and equity holdings

The issued share capital and associated voting rights were last changed in 2021, as a result of 1) the issue of (depositary receipts for) shares related to the payment of compensation on the cumulative financing preference shares B in the form of (depositary receipts for) ordinary shares and 2) the issue of (depositary receipts for) shares related to the payment of the dividend on (depositary receipts for) ordinary shares in the form of a stock dividend.

In addition to this, two payments were made on the cumulative financing preference shares B from the share premium reserve as a result of the redemption elements as described in section 6.21 of the financial statements in this annual report. This pertained to 1) the dividend coupon rate and 2) an amount corresponding to 50% of the amount of dividend paid out on (depositary receipts for) ordinary shares (regardless of whether this was stock dividend or cash dividend). This reduced the value of each cumulative preference financing share B to € 6.82 from € 9.28. Following this, the voting rights ratio as per 30 June 2021 was reduced accordingly. For the background to these payments and adjustments, please see section 6.21 of the financial statements in this annual report. One cumulative preference financing share B entitles the holder to 0.871 votes. Ordinary shares entitle holders to 30 votes per share. The composition of the issued capital and associated voting rights as at 31 December 2021 was as follows:

To the best of Heijmans’ knowledge, and also based on the WMZ (Dutch Major Holdings in Listed Companies Disclosure Act) register maintained by the Dutch Financial Markets Authority (AFM), the following investors held an interest of 3% or more in Heijmans as at 31 December 2021:

Based on the information provided by banks and custodians and information services, the distribution of share ownership can be broken down as follows:

In the year under review, the (estimated) shareholdings of institutional investors probably increased to 44% (2020: 40%). An estimated 24% of the depositary receipts for ordinary shares are held by institutional investors in the Netherlands. This is an increase on year-end 2020 (17% in the Netherlands). An estimated majority of the depositary receipts for ordinary shares held by private investors are held in the Netherlands.

Share price development

The closing price for the ordinary share was € 14.90 at year-end 2021. This represents an increase of almost 60% compared with the closing price for the 2020 financial year (€ 9.33). This compared with a rise of between 15% and 28% in the AEX, AMX and AScX indexes in the same period. The share price increased particularly sharply in early November, when Heijmans raised its outlook for the rest of the year in its Q3 trading update. The figure below shows the price movements of Heijmans shares in 2021 compared with the AScX, AEX and AMX indexes, and compared with the other listed Dutch construction company, BAM.