Announcement on conversion of Preference Shares - 1 June 2010
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There are 41,361,668 Ordinary A Shares of Van Lanschot Kempen N.V. in issue. More than 99.9% of these Ordinary A Shares are held by Stichting Administratiekantoor van gewone aandelen A Van Lanschot (the “Trust”), which has issued depositary receipts for these shares. The depositary receipts are listed on the Euronext Amsterdam Stock Market. The Trust allows holders of depositary receipts to exercise their voting rights at all times.
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Pursuant to Chapter 5.3 of the Dutch Financial Supervision Act, the following disclosures have been entered in the Register of Substantial Holdings as maintained by the Dutch Authority for the Financial Markets. The percentages reflect the number of shares on the register on the dates listed and the current number of shares.
| Shareholder | Date of notification | Holding |
| Stichting Administratiekantoor van gewone aandelen A Van Lanschot | 24/05/2013 | 97.30% |
| Holder of depositary receipts | Date of notification | Holding |
| Romij BV | 31/03/2022 | 10.05% |
| LDDM Holding BV | 03/06/2014 | 9.76% |
| Janus Henderson Group Plc | 17/10/2016 | 5.60% |
| FMR LLC | 07/07/2016 | 4.99% |
| J.B. Meulman | 15/09/2021 | 3.02% |
Disclosure is required once a shareholder’s interest reaches, exceeds or falls below a threshold value. The current interest of a shareholder or holder of depositary receipts may consequently differ from the interest reported on the disclosure date. On 31 December 2016, Stichting Administratiekantoor van gewone aandelen A Van Lanschot held over 99.99% of the shares.
Van Lanschot Kempen aims to pay out dividend to holders of its depositary receipts for Class A ordinary shares amounting to between 50% and 70% of its underlying net profit attributable to shareholders. Furthermore, the target its CET 1 ratio is 15% plus an M&A add-on of 2.5% for acquisitions, the latter offering enough scope for bolt-on acquisitions appropriate to our wealth management strategy. Van Lanschot Kempen plans to return additional capital in excess of a 17.5% CET 1 ratio to our shareholders in both 2022 and 2023, subject to regulatory approval.
At the general meeting of 6 October 2022, the proposal to pay a capital return of €1.50 per ordinary A share was approved. On 12 December 2022, the legally prescribed two-month objection period expired. No objections were made, and subsequently the payment date for the capital return has been fixed on 22 December.
The dates are as follows:
Van Lanschot Kempen aims to pay out dividend to holders of its depositary receipts for Class A ordinary shares amounting to between 50% and 70% of its underlying net profit attributable to shareholders.
At the general meeting of 25 May 2022, the proposal to pay a cash dividend of €2.00 per ordinary A share was approved.
The relevant dates are as follows:
Holders of depositary receipts for ordinary shares will receive this dividend in cash, subject to Dutch dividend withholding tax of 15%. Tax will be withheld by Euroclear Nederland-affiliated institutions that have registered the relevant depositary receipts after closing on the record date. The paying agent is Amsterdam-based Van Lanschot Kempen NV.
These sell-side analysts cover the Van Lanschot Kempen share.
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ABN AMRO – ODDO BHF |
Cor Kluis |
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Kepler Cheuvreux |
Benoit Pétrarque |
Van Lanschot Kempen carries out share buy-back programmes. The purpose of the share buy-back programmes is to cover the allocation of depositary receipts to employees under the existing remuneration policy and employee share plan.
The ordinary A shares of Van Lanschot Kempen NV are held by the foundation Stichting Administratiekantoor van gewone aandelen A ('Stichting Administratiekantoor'), which has issued depositary receipts for those shares. The depositary receipts are listed on the Euronext Amsterdam Stock Exchange.
In accordance with the Corporate Governance Code, for each General Meeting, the Stichting grants proxy votes to holders of depositary receipts who attend the meeting in person or are represented by third parties, enabling these depositary receipt holders to vote at their own discretion for the number of Class A ordinary shares held by them at record date.
Information about shareholders' meetings
Notifications and publications Stichting Administratiekantoor
Articles of Association and trust conditions Stichting Administratiekantoor
In its third quarter trading update in 2020 Van Lanschot Kempen announced that it was investigating a potential legal merger (juridische fusie) of the holding company Van Lanschot Kempen N.V. (“VLK Holding”) into its 100% subsidiary Van Lanschot Kempen Wealth Management N.V. (“VLKWM”) whereby VLK Holding will be the disappearing entity (the “Merger”).
After having duly investigated the matter in close consultation with the various stakeholders involved, VLK Holding and VLKWM formally announced the intention to effect the Merger by publishing a merger proposal (fusievoorstel) and the related documentation on 15 April 2021.
The Merger was subject to the approval of the general meeting of VLK Holding. Information on the reasons to pursue the Merger and the implications of the Merger from various perspectives can be found in the documents below and especially in the so called Merger Addendum to the agenda of the annual general meeting of 27 May 2021.
As per 1 July 2021 VLK Holding has merged with VLKWM. As per that day the name of VLKWM changed into Van Lanschot Kempen NV.
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