AGM Heijmans 2014: relevant decisions

April 17, 2014

2014 Result Appropriation

The Executive Board proposed that a dividend be paid for the 2013 financial year in the amount of € 0.15 in cash per ordinary share and per depositary receipt for shares charged to the reserves, or, at the option of the shareholders and depositary receipt holders, in the form of ordinary shares or depositary receipts for shares charged to the premium reserve. This proposal is approved. The dividend will be released for payment and/or for the delivery of shares or depositary receipts for shares on 16 May 2014.

Reappointments

As explained and announced at the AGM, the Supervisory Board following the completion of the meeting reappointed Mr Bert van der Els as a member of the Executive Board of Heijmans N.V. until the AGM in 2018. Mr Van der Els occupies the position of CEO. The Supervisory Board members, Ms Pamela Boumeester and the Messrs Olijslager and Van Gelder, were reappointed as members of the Supervisory Board by the AGM for a period of 4 years. These reappointments safeguard the continuity and knowledge of the organization within the Supervisory Board. The Heijmans Central Works Council supports the reappointment of the CEO and the members of the Supervisory Board.

Cumulative Preference Shares

The shareholders voted to accept the proposed amendment of the articles of association of the company, which provides for a change to the bandwidth for determining the surcharge for the dividend, and the requested authorization of the Executive Board for a period of 18 months counting from the date of the AGM for the company to acquire up to a maximum of 40% of the financial preference shares B in its own capital. The amount outstanding on these shares can subsequently be reduced by 40% over the coming years by withdrawing the acquired financial preference shares B. Pursuant to these resolutions the agreements recently made with the holders of financial preference shares B can now be executed.

Selection of auditor

In part on the basis of the legal provisions concerning the mandatory rotation of the auditor after eight consecutive financial years, Heijmans has decided to select a new auditor effective from the 2014 financial year. The shareholders authorized the Supervisory Board to appoint a new auditor. As explained during the AGM, the process for selecting a new auditor has since been completed and the Supervisory Board intends to appoint EY in the near future as the auditor for Heijmans.