-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tx7jBUTpfo/4tUdEqHCiEauv+h2I4RYd/CQ/f6Jgvr8irWhBbUXyFPpmIpLpeukr hx2uwQCTOsAA7VvZ3IUfkg== 0000950144-99-002649.txt : 19990316 0000950144-99-002649.hdr.sgml : 19990316 ACCESSION NUMBER: 0000950144-99-002649 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BANKERS INSURANCE GROUP INC CENTRAL INDEX KEY: 0000350571 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 591985922 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-31838 FILM NUMBER: 99565247 BUSINESS ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 BUSINESS PHONE: 3052532244 MAIL ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORTIS INC /NV/ CENTRAL INDEX KEY: 0001058084 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 391126612 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128547000 MAIL ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D 1 AMERICAN BANKERS INSURANCE GROUP INC / FORTIS INC 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ________)* AMERICAN BANKERS INSURANCE GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 024456 10 5 --------------------------------------- (CUSIP Number) RANDOLPH A. MOORE III, ESQ. ALSTON & BIRD LLP 1201 WEST PEACHTREE STREET ATLANTA, GEORGIA 30309 (404) 881-7794 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 5, 1999 --------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 12 Pages 2
SCHEDULE 13D - ----------------------------------------------- ------------------------------------------- CUSIP NO. 024456 10 5 PAGE 2 OF 12 PAGES - ----------------------------------------------- ------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FORTIS, INC. - --------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - --------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - --------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - --------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - --------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,148,006 EACH REPORTING ------------------------------------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH ------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,148,006 - --------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,148,006 - --------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% - --------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ---------------------------------------------------------------------------------------------------------------------
Page 2 of 12 Pages 3 ITEM 1. SECURITY AND ISSUER This statement relates to the shares of common stock, par value $1.00 per share (the "Shares"), of American Bankers Insurance Group, Inc., a Florida corporation (the "Issuer"). The Issuer's principal executive offices are located at 11222 Quail Roost Drive, Miami, Florida 33157-6596. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) and (f). The person filing this statement is Fortis, Inc. a Nevada corporation ("Fortis"). Fortis is a holding company for corporations in the United States engaged in the financial services industry, including insurance and mutual funds. Fortis's executive offices are located at One Chase Manhattan Plaza, New York, New York 10005. Fortis is a wholly owned subsidiary of Fortis Insurance Holding N.V., a Netherlands corporation ("FIH"), which is controlled by two shareholders, Fortis (B), a Belgium corporation ("Fortis (B)"), and Fortis (NL) N.V., a Netherlands corporation ("Fortis (NL)"), each of which indirectly owns 50% of the voting stock of FIH. Fortis (B) and Fortis (NL) are together the two persons ultimately in control of Fortis. The name, business address, present principal occupation and citizenship of each executive officer and each director of Fortis, Fortis (B) and Fortis (NL) (collectively, the "Covered Persons") are set forth in Annex A hereto, which is incorporated herein by reference. (d) and (e). During the past five years, to the best of Fortis's knowledge, none of its executive officers or directors, and none of the executive officers or directors of Fortis (B) or Fortis (NL), has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As described in the response to Item 4 (which response is incorporated herein by reference), the Shares to which this statement relates have not been purchased by Fortis. In connection with, and as a condition to, Fortis and the Issuer entering into the Merger Agreement (as defined in the response to Item 4), certain shareholders of the Issuer holding approximately 7.5% of the outstanding Shares have entered into the Voting Agreement (as defined in the response to Item 4) pursuant to which such shareholders have agreed to vote their Shares in favor of adoption of the Merger Agreement and approval of the Merger (as defined in the response to Item 4), if requested by Fortis, to grant to Fortis an irrevocable proxy with respect to such Shares and not to dispose of such Shares, subject to certain exceptions. ITEM 4. PURPOSE OF TRANSACTION On March 5, 1999, the Issuer, Fortis and Greenland Acquisition Corp., a wholly owned subsidiary of Fortis ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") which provides, among other things, that, subject to the satisfaction of the terms and conditions therein, Merger Sub will merge (the "Merger") with and into the Issuer. The separate existence of Merger Sub will cease upon consummation of the Merger, and the Issuer will be the surviving corporation in the Merger. At the Effective Time (as defined in the Merger Agreement), each Share will be converted into, and become exchangeable for, the right to receive $55.00 in cash, and each share of the $3.125 Series B Convertible Preferred Stock of the Issuer (the "Preferred Shares") will be converted into, and become exchangeable for, the right to receive $109.857 in cash. In connection with the Merger, Fortis and the Issuer have entered into a stock option agreement (the "Stock Option Agreement") under which the Issuer has granted Fortis an option to purchase a number of newly issued Shares equal to approximately 19.9% of the outstanding number of Shares if certain events occur. In addition, certain shareholders of the Issuer holding approximately 7.5% of the outstanding Shares have entered into a voting agreement with Fortis (the "Voting Agreement") pursuant to which such shareholders have Page 3 of 12 Pages 4 agreed to vote their Shares in favor of adoption of the Merger Agreement and approval of the Merger, if requested by Fortis to grant to Fortis an irrevocable proxy with respect to such Shares, and not to dispose of such Shares, subject to certain exceptions. The Merger Agreement requires the approval of the holders of a majority of the outstanding Shares. In addition, the holders of the outstanding Preferred Shares are entitled to vote upon the Merger as a separate class, and a two-thirds affirmative vote is required for approval. Pursuant to the Merger Agreement, if such vote is not obtained, the Merger will be consummated, but with the Preferred Shares remaining outstanding instead of being converted into the right to receive cash payments. The purpose of the transactions under the Stock Option Agreement and the Voting Agreement is to enable Fortis to consummate the transactions contemplated under the Merger Agreement. The Stock Option Agreement and Voting Agreement also may make it more difficult and expensive for the Issuer to consummate a business combination with a party other than Fortis. Except as contemplated by the Merger Agreement, the Stock Option Agreement and the Voting Agreement or as otherwise set forth in this Item 4, Fortis has no present plans or proposals which relate to or would result in (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) any change in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing the Shares or Preferred Shares to cease to be listed on the New York Stock Exchange; (ix) the Shares or Preferred Shares becoming eligible for termination of registration pursuant to Section 12 (g) (4) of the Exchange Act; or (x) any action similar to any of those actions set forth in this Paragraph involving the Shares or Preferred Shares. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b). 3,148,006 Shares, representing approximately 7.5% of the outstanding Shares, are subject to the Voting Agreement and therefore may be deemed to be beneficially owned both by the respective shareholders of the Issuer party to the Voting Agreement and by Fortis. Inasmuch as the Voting Agreement is limited to the vote of the Shares with respect to the Merger Agreement and the Merger and certain related matters, the respective shareholders of the Issuer party to the Voting Agreement and Fortis have shared power to vote or to direct the vote with respect to the Shares subject to the Voting Agreement. The Voting Agreement provides, subject to certain exceptions, that the shareholders party thereto may not dispose of their respective Shares without Fortis's consent. Such shareholders and Fortis therefore have shared power to dispose or direct the disposition of the Shares subject to the Voting Agreement (c). Other than the Merger Agreement, the Stock Option Agreement and the Voting Agreement described in the response to Item 4 (which response is incorporated herein by reference) and the transactions contemplated thereby, there have been no transactions in Shares by Fortis, or, to the best knowledge of Fortis, by any of the Covered Persons, during the past 60 days. (d). To the best knowledge of Fortis, the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Shares subject to the Voting Agreement are held by the respective shareholders party to the Voting Agreement. (e). Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than the Merger Agreement, Stock Option Agreement and Voting Agreement described in the response to Item 4 (which response is incorporated herein by reference) and the transactions contemplated thereby, there are no Page 4 of 12 Pages 5 contracts, arrangements, understandings or relationships between Fortis and any other person, or, to the best knowledge of Fortis, among any of Fortis (B), Fortis (NL) or any of the Covered Persons and any other person, with respect to the Shares. Other than the Merger Agreement and the Option Agreement, copies of which are incorporated by reference herein, to the best of Fortis's knowledge there are at present no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and between such persons and any person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Agreement and Plan of Merger, dated as of March 5, 1999, among the Issuer, Fortis and Merger Sub (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K, filed March 9, 1999). Exhibit 2 Stock Option Agreement, dated as of March 5, 1999, between the Issuer and Fortis (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed March 9, 1999). Exhibit 3 Voting Agreement, dated as of March 5, 1999, between Fortis and the shareholders of the Issuer named therein (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K, filed March 9, 1999). SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: March 15, 1999 FORTIS, INC. /s/ Katherine Katsidhe --------------------------------- Name: Katherine Katsidhe Title: Vice President Page 5 of 12 Pages 6 ANNEX A EXECUTIVE OFFICERS AND DIRECTORS OF FORTIS, INC. The names of the directors and the names and titles of the executive officers of Fortis, Inc. and their business addresses and principal occupations are set forth below. Unless otherwise indicated, each individual is a United States citizen.
Present Position with Country of Name, Business Address Fortis, Inc. Present Principal Occupation Citizenship - ---------------------- ------------ ---------------------------- ----------- Allen R. Freedman Chairman, Chief Executive Chairman, Chief Executive USA One Chase Manhattan Plaza Officer and Director Officer and Director of New York, New York 10005 Fortis, Inc. J. Kerry Clayton Executive Vice President Executive Vice President of USA One Chase Manhattan Plaza and Director Fortis, Inc. New York, New York 10005 J. Grover Thomas, Jr. Executive Vice President Executive Vice President of USA One Chase Manhattan Plaza Fortis, Inc. New York, New York 10005 Edward J. O'Hare Executive Vice President Executive Vice President of USA One Chase Manhattan Plaza Fortis, Inc. New York, New York 10005 Robert B. Pollock Executive Vice President Executive Vice President of USA One Chase Manhattan Plaza Fortis, Inc. New York, New York 10005 Hendrik Jochem Hielkema Director Chairman, of Fortis The Netherlands Fortis (NL) NV Nederland N.V. Archimedeslaan 6 3584 BA Utrecht The Netherlands Robert J. Blendon Director Professor, Harvard University. USA 677 Huntington Ave. Boston, MA 02115 Beth L. Bronner Director Vice President, Citibank. USA 500 West Madison Chicago, IL
Page 6 of 12 Pages 7 John M. Palms Director President, University of South USA University of South Carolina Carolina. President's House Columbia, SC Georges Valckenaere Director Chief Executive Officer, Belgium Fortis (B) Fortis International. Boulevard Emile Jacqmain 53 1000 Brussels Belgium Arie A. Fakkert Director General Manager, Fortis The Netherlands Fortis (NL) N.V. International. Archimedslaan 6 3584 BA Utrecht The Netherlands H. Carroll Mackin Director Retired. USA One Chase Manhattan Plaza New York, New York 10005
EXECUTIVE OFFICERS AND DIRECTORS OF FORTIS (B) The names of the directors and the names and titles of the executive officers of Fortis (B) and their business addresses, principal occupations and citizenship are set forth below.
Present Position With Present Principal Country Name, Business Address Fortis (B) Occupation of Citizenship ---------------------- ---------- ---------- -------------- Count Maurice Lippens Chairman and Managing Chairman and Managing Belgium Fortis (B) Director, Member of Executive Director of Fortis (B). Boulevard Emile Jacqmain 53 Board 1000 Brussels Belgium Viscount Etienne Davignon Vice Chairman and Director Chairman of Societe Generale Belgium Societe Generale de Belgique de Belgique. Rue Royale 30 1000 Brussels Belgium Valere Croes Director Managing Director of AG 1824. Belgium Koninginnenlaan 32 8300 Knokke-Heist Belgium Frank Arts Director Investment Manager of Belgium Janssen Pharmaceutica Janssen Pharmaceutica. Turnhoutseweg 30 2340 Beerse Belgium
Page 7 of 12 Pages 8 Philippe Bodson Director CEO of Tractebel. Belgium Tractebel Place du Trone 1 1000 Brussels Belgium Count Michel de Broqueville Director Senior Officer of COBAC Belgium COBAC (Compagnie Belge Rue Montoyer 15 d'Assurance-Credit). 1040 Brussels Belgium Viscount Jean de Jonghe d'Ardoye Director Investor. Belgium Den Booien 43 1500 Halle Belgium Philippe Speeckaert Director Certified Public Accountant. Belgium Welriekendedreef 20 3090 Overijse Belgium Piet Van Waeyenberge Director Chairman of Asphales, S.A. Belgium Asphales Eikelenbergstraat 20 1710 Dilbeek Belgium Yasuyuki Wakahara Director Chairman and CEO of Asahi Japan Asahi Mutual Life Insurance Company Mutual Life Insurance 7-3, Nishi-Shinjuku 1-Chome Company. Skinjuku-ku Tokyo, 163-91, Japan Hendrik Jochem Hielkema Director, Member of Chairman of Fortis Nederland The Fortis (NL) NV Executive Board N.V. Netherlands Archimedeslaan 6 3584 BA Utrecht The Netherlands Ernesto Jutzi Director Director of Compagnie Switzerland Speerstrasse 23 Suisse de Reassurances. CH-8832 Wilen Wollerau Switzerland Hans J.L.M. Bartelds Director, Member of Executive Chairman, Executive Board of The Netherlands Fortis (NL) N.V. Board Fortis (NL) N.V. Archimedslaan 6 3584 BA Utrecht The Netherlands
Page 8 of 12 Pages 9 Herman Verwilst Director, Member of Executive Managing Director of Fortis The Netherlands Fortis (NL) NV Board (B); Managing Director of AG Archimedeslaan 6 1824; CEO of Fortis Belgium. 3584 BA Utrecht The Netherlands B.J.H.S. Feilzer Director, Member of Executive Executive Board of The Netherlands Fortis (NL) NV Board MeesPierson. Archimedeslaan 6 3584 BA Utrecht The Netherlands Gilbert Mittler Director, Member of Executive Vice Chairman of ASLK-CGER Belgium C.G.E.R. Board Bank. Rue Fosse-aux-Loups, 48 1000 Brussels Belgium Christine Morin-Postel Director CEO of Societe Generale de Belgium Societe Generale de Belgique Belgique. Rue Royale 30 1000 Brussels Belgium Annemieke J.M. Roobeek Director Professor of Strategy & The Netherlands Europaplein 115 Transformation Management, 1079 AX Amsterdam Nijenrode University (The The Netherlands Netherlands School of Business). Jacob Rienk Glasz Director Chairman of Partnership The Netherlands Trenite van Doorne, Trenite van Doorne. advocaten en notarissen De Lairessestraat 133 1075 HJ Amsterdam The Netherlands Baron Daniel Janssen Director Chairman of Solvay, S.A. Belgium Solvay, S.A. Rue du Prince Albert, 33 1050 Brussels Belgium Johannes Jacobus Slechte Director President of Shell Nederland The Netherlands Shell Nederland B.V. B.V. Postbus 1222 3000 BE Rotterdam The Netherlands Nicholas Jan Westdijk Director Lawyer. The Netherlands Koninklijke Pakhoed N.V. Postbus 863 3000 AW Rotterdam The Netherlands
Page 9 of 12 Pages 10 Gerrit Wilmink Director Member of the Supervisory The Netherlands Prins Bernhardlaan 8a Board of Bouwcentrum B.V. and 1942 AA Beverwijk Kassfabriek Eyssen The Netherlands v.o.f. Richard Goblet d'Alviella Director CEO of Sofina, S.A. Belgium Sofina, S.A. Rue de Naples, 38 1050 Brussels Belgium
EXECUTIVE OFFICERS AND DIRECTORS OF FORTIS (NL) N.V. The names of the directors and the names and titles of the executive officers of Fortis (NL) and their business addresses, principal occupations and citizenship are set forth below.
Present Position With Present Principal Country Name, Business Address Fortis AMEV Occupation of Citizenship ---------------------- ----------- ---------- -------------- Count Maurice Lippens Chairman and Managing Chairman and Managing Belgium Fortis (B) Director, Member of Executive Director of Fortis (B). Boulevard Emile Jacqmain 53 Board 1000 Brussels Belgium Viscount Etienne Davignon Vice Chairman and Director Chairman of Societe Generale Belgium Societe Generale de Belgique de Belgique. Rue Royale 30 1000 Brussels Belgium Valere Croes Director Managing Director of AG 1824. Belgium Koninginnenlaan 32 8300 Knokke-Heist Belgium Philippe Speeckaert Director Certified Public Accountant. Belgium Welriekendedreef 20 3090 Overijse Belgium Piet Van Waeyenberge Director Chairman of Asphales, S.A. Belgium Asphales Eikelenbergstraat 20 1710 Dilbeek Belgium
Page 10 of 12 Pages 11 Hendrik Jochem Hielkema Director, Member of Chairman of Fortis Nederland The Fortis (NL) NV Executive Board N.V. Netherlands Archimedeslaan 6 3584 BA Utrecht The Netherlands Hans J.L.M. Bartelds Director, Member of Executive Chairman, Executive The Netherlands Fortis (NL) N.V. Board Committee of Fortis (NL) N.V. Archimedslaan 6 3584 BA Utrecht The Netherlands Herman Verwilst Director, Member of Executive Managing Director of Fortis The Netherlands Fortis (NL) NV Board (B); Managing Director of AG Archimedeslaan 6 1824; CEO of Fortis Belgium. 3584 BA Utrecht The Netherlands B.J.H.S. Feilzer Director, Member of Executive Executive Board of The Netherlands Fortis (NL) NV Board MeesPierson. Archimedeslaan 6 3584 BA Utrecht The Netherlands Gilbert Mittler Director, Member of Executive Vice Chairman of ASLK-CGER Belgium C.G.E.R. Board Bank. Rue Fosse-aux-Loups, 48 1000 Brussels Belgium Christine Morin-Postel Director CEO of Societe Generale de Belgium Societe Generale de Belgique Belgique. Rue Royale 30 1000 Brussels Belgium Annemieke J.M. Roobeek Director Professor of Strategy & The Netherlands Europaplein 115 Transformation Management, 1079 AX Amsterdam Nijenrode University The Netherlands (The Netherlands School of Business). Jacob Rienk Glasz Director Chairman of Partnership The Netherlands Trenite van Doorne, Trenite van Doorne. advocaten en notarissen De Lairessestraat 133 1075 HJ Amsterdam The Netherlands Baron Daniel Janssen Director Chairman of Solvay, S.A. Belgium Solvay, S.A. Rue du Prince Albert, 33 1050 Brussels Belgium
Page 11 of 12 Pages 12 Johannes Jacobus Slechte Director President of Shell Nederland The Netherlands Shell Nederland B.V. B.V. Postbus 1222 3000 BE Rotterdam The Netherlands Nicholas Jan Westdijk Director Lawyer. The Netherlands Koninklijke Pakhoed N.V. Postbus 863 3000 AW Rotterdam The Netherlands Gerrit Wilmink Director Member of the Supervisory The Netherlands Prins Bernhardlaan 8a Board of Bouwcentrum B.V. and 1942 AA Beverwijk Kassfabriek Eyssem v.o.f. The Netherlands
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