Stichting Preferente Aandelen C Van Lanschot Kempen (herein after the Stichting) was incorporated on 28 December 1999 in ’s-Hertogenbosch in the context of the listing of the (depositary receipts for) shares in Van Lanschot N.V. (currently named Van Lanschot Kempen N.V. (herein after Van Lanschot Kempen)) on the Amsterdam Stock Exchange.
Van Lanschot Kempen has a long history dating back to 1737, when it was founded as a family business by Cornelis van Lanschot, a former citizen from Antwerp, in ’s-Hertogenbosch. Over the centuries, it evolved from a local trading company into an independent wealth manager, serving high-net-worth individuals, entrepreneurs, and institutional clients.
By the late 1990s, Van Lanschot decided to publicly trade its shares through a stock exchange to enhance access to capital and further strengthen its position in the financial sector. However, recognising the risks associated with a stock market listing—such as hostile takeovers or unwanted shareholder influence that could threaten its long-term existence—it was deemed necessary to implement a protection mechanism.
As part of a protective structure, the Stichting was established with the specific purpose of promoting the interests of Van Lanschot Kempen, the business connected with it and all those involved therein, while avoiding as much as possible influences that could threaten among others the continued success, continuity, independence and/or identity of the company and the business connected with it in conflict with the aforementioned interests. The Stichting has been granted the right to acquire Class C preference shares in the event of a potential threat, allowing it to act as a protective force when required.
When Van Lanschot Kempen was listed on the Amsterdam Stock Exchange, its share capital consisted of:
Over time, all ordinary shares B were converted into ordinary shares A. Therefore, Van Lanschot Kempen’s issued share capital now consists solely of ordinary shares A. To date, no Class C preference shares have been issued. However, the protective mechanism has always remained in place and can be activated if necessary.
The purpose of the Stichting is to promote the long-term interests of Van Lanschot Kempen, the business connected with it and all those involved therein by preventing external influences that could threaten among others the continued success, continuity, independence and/or identity of the company and the business connected with it.
The Stichting achieves this goal by acquiring Class C preference shares when necessary and exercising the rights attached to these shares.
The articles of association of Van Lanschot Kempen provide for the possibility of issuing Class C preference shares. The option to issue these Class C preference shares forms a protective measure to promote the interests of Van Lanschot Kempen, the business connected with it and all those involved therein, whilst avoiding as much as possible influences that could threaten among others the continued success, continuity, independence and/or identity of the company and the business connected with it in conflict with the aforementioned interests. The possibility to issue Class C preference shares was created in 1999, pursuant to a resolution of the general meeting of 21 May 1999.
With its right to acquire Class C preference shares, the Stichting can help to:
The Stichting serves as a pillar of stability for Van Lanschot Kempen, ensuring that it remains an independent, specialised, client-focused wealth manager.
The Stichting is a fully independent legal entity, as defined in Section 5:71(1) sub-paragraph (c) of the Financial Supervision Act (Wft). This means that the Stichting operates separately from Van Lanschot Kempen and makes its own decisions based on what it considers to be in the best interests of Van Lanschot Kempen, the business connected with it and all those involved therein.
The Stichting and Van Lanschot Kempen entered into a call option agreement granting the Stichting the right to acquire Class C preference shares up to 100% of the value of Van Lanschot Kempen’s share capital in issue before the exercise of the call option, less one share.
1. Identifying a significant threat
2. Decision to intervene
3. Acquiring Class C Preference Shares
When acquiring Class C preference shares, the Stichting must immediately pay at least 25% of the nominal value of such shares. To ensure that it is financially able to do so, the Stichting has a funding agreement in place. This ensures that the Stichting can act swiftly and effectively pay for its shares and therefore in protecting Van Lanschot Kempen when needed.
The purpose of the Stichting is to promote the interests of Van Lanschot Kempen, the business connected with it and all those involved therein while avoiding as much as possible influences that could threaten among others the continued success, continuity, independence and/or identity of the company and the business connected with it in conflict with the aforementioned interests. The Stichting pursues its purpose by acquiring Class C preference shares in the capital of Van Lanschot Kempen, and by exercising the rights attached to these shares.
The following circumstances may lead to the issuance of Class C preference shares:
The Stichting Preferente Aandelen C Van Lanschot Kempen is governed by an independent board, ensuring that it operates autonomously and in accordance with its purpose of safeguarding the continued success, continuity, independence and/or identity of Van Lanschot Kempen and the business connected with it.
The board functions fully independently of Van Lanschot Kempen, in line with its statutory objectives and the applicable legal framework.
The members of the board are appointed for a term of four years, it being understood that this term expires at the end of the first board meeting to be held in the fourth year after the year of their last (re-)appointment. Re-appointment is possible for unlimited consecutive terms.
A board rotation plan is in place. For further details, please refer to the rotation plan available under 'Downloads'.
The Stichting has not issued any press releases to date.
For any questions please contact the Stichting:
Van Lanschot Kempen NV
Attn. Secretariaat Stichting preferente aandelen C Van Lanschot Kempen
P.O. Box 1021
5200 HC ’s-Hertogenbosch
Netherlands