To arrange for proper engagement with its shareholders, Royal BAM Group nv (‘BAM or ‘the company’) as formulated an outline policy for (bilateral) contacts and dialogue with shareholders outside the general meeting of shareholders, in accordance with best practice clause 4.2.2 of the Dutch corporate governance code.
BAM fully endorses the importance of a transparent and equal provision of information to shareholders, investors, analysts, press and other relevant external stakeholders. Engagement with shareholders will primarily occur during the general meetings of shareholders. In addition, BAM is also having bilateral engagements with its shareholders, investors and other relevant external stakeholders where appropriate and at BAM’s discretion.
As a rule no insider or share price-sensitive information will be provided during any contact with shareholders, investors, analysts, press and other external stakeholders. BAM may deviate there from in the interest of the company and provided that such deviation is compliant with the applicable laws and regulations.
All analyst meetings in connection with the publication of the annual and half-yearly figures are publicly accessible to everyone via Internet (webcast). Also, the conference calls with analysts in connection with the publication of first-quarter and third-quarter figures are webcasted.
Contacts with shareholders shall primarily occur during general meetings of shareholders. The company considers a high participation of shareholders in these meetings a matter of importance. The meetings are also accessible to the press. Regarding the convocation, the agenda and all other documentation relevant for these meetings, reference is made to the corporate governance section on BAM’s website. The general meetings of shareholders are webcasted. These meeting are held in the Dutch language, but a simultaneous translation in English is provided.
In addition to the contacts during the general meetings of shareholders, BAM is of the opinion that contacts between the company and shareholders, investors, analysts, press and other relevant external stakeholders, for instance those with a focus on the sustainability aspects of the strategy of BAM, outside the general meeting of shareholders, may be of importance to the company as well as to the external stakeholders. BAM is prepared to enter into a dialogue with its shareholders and other external stakeholders, where appropriate and at BAM’s discretion. BAM shall facilitate such a dialogue unless, in the opinion of the Executive Board this is not in the interest of the company and its affiliated enterprise. BAM may also take the initiative to start the dialogue.
In order to assess whether or not a contact/dialogue with shareholders or other external stakeholders is appropriate and (could be) in the interest of the company, BAM may request to inform the company in advance in writing of the objective, the subjects to be discussed and the views of the external stakeholder concerning these subjects.
Shareholders, who request to enter into contact with the company or who are in contact with the company already, may be requested by BAM at all times, to inform the company about the size of their interest (full share position) in the company (long and short and through derivatives). BAM will enter into contact or to continue such contact with shareholders, subject to the willingness of shareholders to inform the company about their interest in the company.
BAM will primarily be represented by the members of the Executive Board in contacts with external stakeholders, assisted by the manager investor relations or the manager public relations. BAM may involve other employees or advisors of the company in contacts with external stakeholders, taking into account their expertise, background and seniority. The Supervisory Board, after consultation with the chairman of the Executive Board, will decide whether or not it will honour a request of shareholders and/or other relevant external stakeholders to enter into contact with one or more members of the Supervisory Board and whether or not members of the Executive Board will be present during such contact.
All dates and locations of general meetings of shareholders, road shows, seminars and the like are published on BAM’s website. Financial presentations are published on BAM’s website, in so far they materially deviate from earlier published presentations. Should any share price-sensitive information be revealed by mistake during any contacts with shareholders, investors, analysts, press or other external stakeholders, a press release will be issued immediately.
Reports and appraisals of analysts will not be reviewed, commented upon or corrected by BAM in advance, except for matters of fact. The company does not pay any fees to any parties for carrying out investigations for analyst reports, nor for writing or publishing such reports, with the exception of credit rating firms.
In each period of six weeks prior to the publication of each annual and half-year results and in each period of three weeks prior to the publication of the first and third quarter trading updates, BAM exercises restraint concerning the entering into contacts with shareholders, investors, analysts, press and other external stakeholders, about the general business of the company.