HAL TrustFigures

HAL is not a company, and that changes everything a shareholder needs to read about it. It is a four-storey structure. On the first floor, the unit holders, who own the Trust Shares listed on Euronext Amsterdam, one unit one vote. On the second, HAL Trust itself, governed by Bermuda law: not a company but an estate placed under a trust deed, last amended on 28 March 2024. On the third, HAL Trustee Limited, in Hamilton, Bermuda, legal owner of the holding company's shares, whose powers are limited to executing the decisions of the holders' meeting. On the fourth, HAL Holding N.V., registered in Curaçao, whose effective management has been in the Netherlands since 1 April 2024. The word trust should not mislead: this is not a discretionary arrangement in which a trustee decides on behalf of beneficiaries. The trustee has no latitude.

So who controls? The holders, and the company settles the point without ambiguity by speaking of de facto control at the general meeting of HAL Holding N.V. The chain is mechanical: the holders' meeting instructs the trustee, and the trustee votes accordingly. Rarer still, there is no takeover defence of any kind. Neither the holding company's articles nor the trust deed contain protective provisions limiting the control of the Trust shareholders. All resolutions pass by simple majority of the votes cast. No double voting rights, no protective foundation, no voting cap, no defensive preference share. For a Dutch family house that is unusual, and it deserves saying: control of HAL rests on no statutory device, it rests on ownership. Holders together representing at least 10% of the units may in fact require the trustee to convene a meeting.

That leaves the question of why Bermuda, and the answer is spectacular. The trust committee is empowered to regroup the assets of the enterprise if, in special circumstances such as international political complications, it considers this necessary in the interest of the shareholders or of the enterprise. In plain terms, it can replace HAL Holding N.V. with a company established in another jurisdiction, and appoint another trustee. This is a continuity device, not a tax arrangement: HAL descends from the Holland America Line, founded in Rotterdam in 1873, a shipping company whose assets could be seized in the event of invasion. It lies dormant today, effective management has been in the Netherlands since April 2024 and the accounts are prepared under IFRS as adopted by the European Union.

Two things are not established, and it is better to say so than to invent them. HAL does not publish the breakdown of its own capital: searching for the name Melchers returns zero occurrences in the 2025 annual report, while the word HAL returns 398 and Boskalis 138. The measurement works, the absence is real. The only ownership element the document carries is treasury: 90,370,864 units outstanding at 31 December 2025, of which 80,720 held by HAL Holding N.V. itself, against 44,570 a year earlier. Three van der Vorm do sit at three different levels of the structure, on the holding company's supervisory board and on the trust committee, but a presence is not a stake in the capital and the two should not be conflated. One internal control point is finally worth flagging: HAL Holding N.V. has no internal audit function. For a group with a EUR 28bn balance sheet and around 45,000 employees, that is a deliberate choice, resting entirely on external audit and on the arrangements inside the portfolio companies.