The Board of the Foundation hereby reports on its activities until July 2007, when the bearer depositary receipt structure of Vedior’s shares was abolished and the Foundation’s objective to issue depositary receipts in exchange for ordinary Vedior shares was no longer relevant. As also mentioned in the 2006 annual report, a proposal would be submitted to shareholders to discontinue the depositary receipt structure if a 35% minimum turnout would be achieved at the Annual General Meeting in 2007. The proposal had been included as a conditional item on the agenda of the meeting. Taking the 41% turnout into account, the proposal was approved to discontinue the depositary receipt structure. All depositary receipts have been replaced by shares.
Until July 2007, the Foundation issued depositary receipts in exchange for ordinary Vedior shares which it then holds in its own name to facilitate administration and to allow the Foundation to exercise the rights attached to them. Each holder of depositary receipts who was present at a General Meeting of shareholders in person automatically obtained the right to vote the underlying ordinary shares without having to file a specific request with the Foundation. Holders of depositary receipts who did not attend the General Meeting of shareholders also had the opportunity to issue a binding voting instruction to the Foundation. The Board of the Foundation would exercise the voting rights on any shares which are not represented by depositary receipt holders at the meeting including those for which it had not received a binding voting instruction. In exercising voting rights, the Board of the Foundation should be guided primarily by the interests of the holders of depositary receipts, but would also take into account the interests of Vedior N.V., the enterprise associated with it and all other parties involved.
Until July 2007, the Board of the Foundation was made up of individuals who are independent and have no financial interest in the Company’s affairs. These members were Mr J.F. van Duyne, Mr W.F.Th. Corpeleijn and Mr F.H. Schreve. The Board of the Foundation held one meeting in the year under review. During this meeting, held on 25 April 2007, the Board discussed the annual report and the operational and financial performance of Vedior in 2006 in detail. The Foundation’s financial statements for 2006 were adopted. The Board discussed the agenda for the Annual General Meeting of shareholders to be held on 27 April 2007, and took preliminary decisions on how to exercise the voting rights attached to the ordinary shares held by the Foundation. The Board also discussed the agenda for the meeting of holders of depositary receipts which was held immediately following the Annual General Meeting of shareholders.
All members of the Board of the Foundation attended and represented the Board of the Foundation at the Annual General Meeting of shareholders of Vedior, held on 27 April 2007. The Board of the Foundation fully endorsed the proposal to abolish the depositary receipt structure as mentioned before. The Board also convened a meeting of holders of depositary receipts immediately following the Annual General Meeting of shareholders of Vedior in order to enable holders of depositary receipts to discuss issues which they consider relevant for the meeting.
The issuance of depositary receipts of Vedior’s ordinary shares by the Foundation was carried out in co-operation with Vedior. All costs relating to the administration were borne by Vedior, except for charges, taxes and costs mentioned in article 9 of the trust conditions and the exchange costs mentioned in article 13 of the trust conditions. The Chairman and the other Board members received an annual remuneration for their activities for the Foundation of respectively €10,000 and €7,000. In 2007, the expenses related to the Foundation’s activities amounted to €125,125.
Due to legal requirements, the Foundation continues to be in existence until July 2009. The Foundation’s administrator, which is N.V. Algemeen Nederlands Trustkantoor (ANT), Claude Debussylaan 24 in Amsterdam, was in charge of the administration of shares and comprises the Board of the Foundation.