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20-12-2006 Stork has noted the decision of the executive committee of the Stork Foundation (Stichting Stork) on 19 December 2006 to exercise its right to acquire cumulative preference shares B in Stork, based on the option right granted to it.
Stork N.V. has therefore issued 30,233,170 cumulative preference shares B to the Foundation. The executive committee of the Stork Foundation has stated that in its view a situation has arisen in which there is a serious threat to the development, independence and continuity of Stork N.V. and the companies linked to it. The executive committee of the Foundation has stated that the reason for exercising its option was the recently announced extraordinary meeting of shareholders of Stork,
to be held on 18 January 2007 at the request of Centaurus Capital Ltd. and Paulson & Co. Inc. A vote of no confidence in respect of the Supervisory Board has been placed on the agenda for this meeting. If adopted, this would in essence lead to the dismissal of the Supervisory Board. Also on the agenda is a proposal to amend the articles of association, which would mean that the Board of Management of Stork would be required to seek the approval of the general meeting of shareholders for any acquisitions and divestments with a value of more than € 100 million.
Stork has already indicated last week, on calling this meeting, that the company considers the resolutions that have been put forward to be wholly unjustifiable, irresponsible and not in the interest of the company and its stakeholders. In addition, Stork is convinced that the proposals of Centaurus & Paulson will destroy shareholder value and are harmful to the business.
Now, a situation has arisen that once again enables the company to work on realising its potential, thereby continuing to serve the interests of all stakeholders.
The option right, which the Stork Foundation is now exercising, was granted with the approval of the General Meeting of Shareholders, most recently in 1990.
The share issue increases the total number of issued Stork shares (33,019,774) to 63,252,944. This means the Foundation now holds just under 50% of the voting rights. As holder of these preference shares, the Foundation will receive a dividend based on the ECB repo rate plus 2.75%, currently totalling 6.25%. This dividend is paid only over the amount paid-up by the Foundation, which is € 7.5 million.
The share issue will have virtually no effect on either the earnings per ordinary share or the dividend payable on the ordinary shares.
Stork N.V.
Dick Kors
Tel.: 0031(0)35 - 695 75 75 or 0031(0)6 - 51 98 40 54
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