Westfield submits request for extraordinary meeting of shareholders of Rodamco North America N.V.
04 September 2001
Countries: United States
The Westfield Group has submitted a request for an extraordinarymeeting of shareholders (EGM) of Rodamco North America N.V. (RNA)to the Board of Management and the Supervisory Board of RNA.Westfield holds 23.9% of RNA shares.
Prior to acquiring the RNA shares, Westfield held discussionswith representatives of the current RNA Supervisory and ManagementBoards regarding the implementation of a strategic plan for thecompany including the additions to the Management and SupervisoryBoards which Westfield believed would enhance value to all RNAshareholders, RNA expressly declined to continue with thesediscussions.
Consequently, Westfield had to request to RNA to call an EGM tovote on resolutions with respect to the composition of theSupervisory Board and the Management Board of RNA and to informRNA’s shareholders about the strategic plan of Westfield withrespect to RNA.
The following nominations are proposed for RNA’s SupervisoryBoard: Sweder van Wijnbergen, Rijnhard van Tets, Cor van Zadelhoff,David Gonski and Robert Ferguson. In accordance with Dutch law, allthe proposed Supervisory Board members shall act independently.
The following nominations are proposed for RNA’s ManagementBoard: Frank Lowy, Peter Lowy, Steven Lowy, Richard Green, MarkStefanek and one Dutch resident still to be designated.
The proposed corporate governance principles for RNA will remainunchanged and will be similar to those implemented at the time ofthe Initial Public Offering of Westfield America, Inc. in 1997.These were approved by the U.S. Securities Exchange Commission.These proposed corporate governance principles would inter aliaprovide for Westfield managing RNA’s properties under a series ofagreements, whereby the Supervisory Board must approve transactionsin which Westfield has an interest. Westfield’s performance will bereviewed periodically by the Supervisory Board in accordance withnormal procedure.
The Supervisory Board may also retain independent advice itdeems necessary or advisable in connection with the management andoperation of the company and the fulfillment of the duties of theSupervisory Board (including legal, accounting, tax, insurance,investment banking, etc.).
The interests of Westfield management are strongly aligned withthose of all the shareholders of RNA as a consequence ofWestfield’s 537 million investment in the company.
Westfield has asked RNA that the EGM be held at the earliestopportunity in order to minimise any disruption to shareholders andemployees.
Resumes for all proposed nominations to the Supervisory Boardare available upon request.
Westfield Holdings has been publicly listed in Australia for over41 years. Westfield is a fully integrated developer, architect,builder, property manager and funds manager for a 14.4billion potfolio of shopping centre assets that comprise more than6 million square metres of retail space in 87 shopping centres inAustralia, New Zealand, the United States and the UnitedKingdom.
The publicly listed property groups managed by Westfield haveconsistently outperformed their peers.
For further information contact:
Director Corporate Affairs
61 2 9358 7333