Hier nog de bijlage voor de liefhebbers. Het mag natuurlijk allemaal niet, goed dat ze het hebben onderzocht, maar lijkt toch meer op een storm in een glas water te zijn geweest....
ANNEX: Transactions with majority shareholder
1) Bonus payment
Mid 2018, an Executive Board member received a Bonus payment directly from the majority
shareholder amounting to € 1 million for special services he had rendered to B&S.
2) Mortgage Loan
During 2020, B&S CEO at the time received a Mortgage Loan indirectly from the majority
shareholder. This Mortgage Loan has a term of 30 years, has no re-payment schedule and carries
a fixed interest of 0.75% per annum. The Mortgage Loan has been evaluated by a reputable Dutch
financial institution. This external expert concluded that the amount of the Loan fits within the
criteria of a regulated bank, based on property value (Loan to value) and base income. The external
expert also concluded that, although less common, a 30-year interest-only mortgage for more than
50% of the property value could have been obtained at that time, provided there would be
additional pledges. However, taking into account all aspects of the Mortgage Loan, the external
expert concluded that a regulated bank would not have been able to issue a comparable mortgage
loan. As such it has been concluded that the Mortgage Loan was not at arms’ length. In January
2023, parties entered into a Settlement Agreement in which it was agreed between the parties that
the Mortgage Loan will be refinanced by a third party.
3&4) Investment Loan and corresponding Option Agreement
In December 2020, a private entity of the majority shareholder transferred part of its investment in
an externally managed investment fund in the name of B&S CEO at the time for a consideration of
$ 2.5 million whereby the transfer price was converted into a loan. The Loan did not have a fixed
term,carried an interest rate of 1.5% and had the investment as a pledge. At the same moment,
parties entered into an Option Agreement under which B&S CEO at the time would be able to sell
back the investment for a minimum consideration of $ 2.5 million, and whereby the majority
shareholder indirectly would have the option to buy back the investment at fair market value, with
the total consideration not exceeding $ 6.25 million.
In January 2023, parties entered into a Settlement Agreement in respect of the above. Early 2023
(with effective date January 1, 2023) the investment has been transferred back to the legal entity
of the majority shareholder for a consideration of $ 2.5 million, therewith settling the Investment
Loan. The option agreement has been cancelled.
5) Private Loan
In 2020, the majority shareholder (indirectly) provided a personal loan to a member of the B&S
Leadership Team for a total amount of € 2 million. The total outstanding loan balance was re-paid
early 2022.
6) Private Loan
In 2020, the majority shareholder (indirectly) provided a personal loan to an employee of B&S for a
total amount of € 20,000.
7) Mortgage Loan
In 2020, the majority shareholder (indirectly) provided a mortgage loan to an employee of B&S for
a total amount of € 90,000.