Annual General Meeting of shareholders
At the Annual General Meeting, held on 27 April 2007, the Chief Executive and Chairman of the Board of Management, Mr Miles, gave a presentation on the general state of affairs at Vedior and its financial performance in 2006. After shareholders had been given the opportunity to raise questions about the 2006 annual report, the meeting adopted the 2006 financial statements. The external auditor attended the meeting and their representatives were introduced at the start of the meeting. After discussing the dividend policy as a separate agenda item, the meeting approved the dividend payment. Vedior’s corporate governance structure as described in the annual report was extensively discussed and subsequently approved. The members of the Board of Management were granted discharge for their management of Vedior and the members of the Supervisory Board were granted discharge for their supervision thereof.
The meeting gave the Board of Management the authorisation to issue shares and separately the authorisation to restrict or exclude the pre-emptive rights. Both authorisations are subject to approval by the Supervisory Board and have been limited up to a maximum of 10% of the issued share capital on the day of the meeting plus a further 10% of the issued share capital in case an issue takes place in relation to a merger or acquisition. The authorisations were granted for a period of 18 months as from 27 April 2007. The meeting also authorised the Board of Management, subject to approval by the Supervisory Board, to acquire the Company’s own shares through purchase on the stock market or otherwise for a period of 18 months from 27 April 2007. The maximum number of shares to be acquired is equal to the statutory allowed maximum of one-tenth of the total issued capital. As stated above, Mr Angenent was reappointed as a member of the Supervisory Board for a period of two years. Mr Netland and Mr Valks were (re)appointed as members of the Board of Management for a period of four years. As referred to before, the proposals to amend the remuneration policy, renew the Employee Stock Purchase Plan (United States) and introduce a similar plan in Canada, and charge Deloitte Accountants with the auditing of the accounts were all approved.
The Supervisory Board was pleased that the Annual General Meeting again included a very open and constructive discussion with shareholders. Every holder of depositary receipts present at the Annual General Meeting automatically obtained a proxy to vote. Holders of depositary receipts had also been given the opportunity to issue a binding voting instruction. The voting form was available from the Company Secretary and could also be downloaded from the corporate website. As 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 in 2007. The proposal had been included as a conditional item on the agenda of the Annual General Meeting, in advance of which the Company had made a proactive effort to encourage holders of depositary receipts to attend or be represented. Taking the 41% turnout into account, the proposal was approved to discontinue the depositary receipt structure. All depositary receipts have been replaced by shares. Following the cancellation of the preference B shares in July 2007, Vedior has one class of shares with equal voting rights.
The meeting was simultaneously transmitted by audio web cast via the corporate website. All documents for the meeting have been placed on the corporate website. Three months after the meeting, the draft minutes of the meeting were made available for comments for a following period of another three months and were subsequently adopted. No comments on the draft were received. The final minutes of the meeting are available at the Company’s offices and via Vedior’s corporate website at www.vedior.com.
General Meeting of shareholders
At the General Meeting of shareholders, held on 19 September 2007, Mr Gunning was appointed as a member of the Board of Management and subsequently by the Supervisory Board as Chief Executive Officer. The meeting also approved the proposal to issue the annual report exclusively in the English language as from the financial year 2007.
The meeting was simultaneously transmitted by audio web cast via the corporate website. All documents for the meeting have been placed on the corporate website. Three months after the meeting, the draft minutes of the meeting were made available for comments for a following period of another three months and will subsequently be adopted. The draft minutes of the meeting are available at the Company’s offices and via Vedior’s corporate website at www.vedior.com.
2007 financial statements
The 2007 financial statements, enclosed with this report, were prepared by the Board of Management and audited and provided with an unqualified opinion by Deloitte Accountants B.V. Their opinion can be found on this page.
At its meeting on 6 February 2008, the Supervisory Board discussed the 2007 financial statements in detail and subsequently approved them. Each member of the Supervisory Board (together with each member of the Board of Management) has signed these documents. The Supervisory Board recommends that the 2007 financial statements be adopted by shareholders at the Annual General Meeting to be held on 25 April 2008.
The Supervisory Board endorses the decision taken by the Board of Management to propose to the Annual General Meeting of shareholders that a dividend of G63 million will be paid to the shareholders. This year’s proposed dividend payment equals 27% of earnings per share, excluding non recurring items. The payment per share is G0.36, which is in line with Vedior’s dividend policy to pay a slightly increased dividend each year. The pay-out ratio may vary between 25-50% of annual net distributable earnings per share.
The Supervisory Board also proposes that, pursuant to article 30, paragraph 6 of the articles of association of the Company, the Annual General Meeting of shareholders grant discharge to the members of the Board of Management for their management and grant discharge to the members of the Supervisory Board for their supervision of the Company’s affairs.
The Supervisory Board would like to thank the Board of Management and all employees of the Vedior Group for their contribution and dedication to the Company over this past year.
Amsterdam, 6 February 2008
The Supervisory Board
W.C.J. Angenent, Chairman
D. Sinninghe Damsté, Vice Chairman
H.M.E.V. Giscard d’Estaing
B.C. Hodson OBE