Vedior seeks an open dialogue with investors and analysts while, at the same time, observing its legal obligations relating to confidentiality. Through active engagement with current and prospective shareholders, Vedior endeavours to achieve a more accurate valuation for the Group’s shares and ensure that investors’ risk perception is realistic.
The Group is committed to providing high quality, meaningful and timely information to investors and analysts in order to improve the market’s understanding of the Company and to ensure that the entire market has access to price-sensitive information at the same time. Through its communications with the financial community, Vedior provides information on key value drivers, business strategy, threats and opportunities, and insights into the key ratios which the Group uses to track its own performance.
Vedior has joined an international initiative launched by IR Solutions (part of the London Stock Exchange) called the Corporate Responsibility Exchange. This Exchange provides an efficient mechanism for communicating with investors, and other interested parties, how individual companies deal with corporate social responsibility issues. The information provided within the Exchange is transparent and formatted in order to relate to all the major global ratings systems and most influential corporate social responsibility codes.
During the year under review, senior management held frequent meetings with financial analysts and existing and prospective institutional investors. Senior management also participated in a number of investor conferences as well as group meetings arranged by brokers in the United Kingdom, United States and Continental Europe. Vedior provides analysts and investors the opportunity to meet members of the Board of Management and other senior corporate personnel as well as operational managers, a number of whom participated in meetings during the course of 2006.
Results are published quarterly as Vedior believes that this provides greater financial discipline and more transparency. Each quarter, the Group holds a conference call for analysts and investors where senior management are available to discuss results in more detail and answer any questions which may arise, supplemented by a webcast twice a year.
How shareholders can exercise their voting rights
Depositary receipts of ordinary Vedior shares are securities under Dutch law and traded on Euronext Amsterdam. Holders of depositary receipts have all rights attached to the ordinary shares underlying them, such as the right to attend and address the General Meetings of shareholders and the right to receive dividends and other distributions. The voting rights are exercised by the Foundation for ordinary Vedior shares as the actual holder of these ordinary shares. The Foundation will however at all times and without limitation, issue proxies to holders of depositary receipts who so request, allowing them to exercise their voting rights. The ordinary shares underlying these depositary receipts are not traded. Each holder of depositary receipts can therefore exercise his or her voting rights during a General Meeting of shareholders in the following ways:
- Attend the meeting in person;
- Authorise a third party to attend the meeting and vote on their behalf;
- Authorise the Foundation to vote in accordance with their instructions on a voting form.
Each holder should register their depositary receipts as specified in the notice for the General Meeting of shareholders. The notice and instruction voting form as well as any other documents for a General Meeting of shareholders are posted on Vedior’s corporate website www.vedior.com , well in advance of the Meeting.
Vedior (depositary receipts of) shares
Vedior has two classes of (depositary receipts of) shares:
- (Depositary receipts of) ordinary shares, listed on Euronext Amsterdam, with a face value of €0.05. At the end of the financial year 171,283,462 shares were in issue.
- Preference B shares, with a face value of €100.00 and in the form of non convertible depositary receipts. Number issued 27,000, with a total face value of €2,700,000. These shares will be redeemed effective 1 July 2007.
Development in the number of (depositary receipts of) ordinary shares outstanding during 2006
As at 31 December 2005 168,893,071 Issued in 2006
- for the US employee stock purchase plan: 83,561
- for employee share and option related incentive schemes: 2,306,830
(Depositary receipts of) ordinary shares placed and outstanding at 31 December 2006: 171,283,462
Share price performance January - December 2006
Relative performance AEX 1) - 2006
AEX: the index made up of the 25 most active securities traded in Amsterdam.
Vedior price and daily volume
Financial analysts’ recommendations as at 31 December 2006
Number of recommendations: 20
Dividend Policy
Vedior intends paying a slightly increased dividend each year. The pay out ratio may vary between 25% to 50% of annual net distributable earnings per share. This year’s proposed dividend payment equals 28% of earnings per share.
Share price history Closing price on 31 December 2002 €5.44
Closing price on 31 December 2003 €12.40
Closing price on 31 December 2004 €11.99
Closing price on 30 December 2005 €12.52
Closing price on 29 December 2006 €15.71
Key figures per (depositary receipt of an) ordinary share
| |
2006 |
2005 |
2004 |
2003 |
2002 |
| Net profit 1) 2) (in €) |
1.06 |
0.84 |
0.63 |
0.47 |
0.46 |
| (Proposed) dividend/ payment from reserves (in €) |
0.30 |
0.25 |
0.20 |
0.16 |
0.16 |
| Average number of outstanding ordinary shares (x 100,000) |
170.7 |
167.9 |
165.5 |
163.5 |
161.3 |
| |
|
|
|
|
|
1) After deduction of preference payments and excluding special items.
2) 2005 and 2006 after change of accounting policy for minority interests.
3) Net profit excluding goodwill amortisation and extraordinary items. Stock exchange listing The depositary receipts of ordinary shares are listed on the stock exchange of Euronext Amsterdam and included in the AEX index, which comprises the 25 most active securities traded in Amsterdam; symbol VDOR. Since 9 March 1999, options on Vedior shares are traded on the Amsterdam Option Exchange; symbol: VDR.
Distribution of holding of (depositary receipts of) ordinary shares According to Capital Precision’s Global Shareholder Identification Survey held in January 2007, an estimated 8.3% of the outstanding depositary receipts of ordinary shares are held by retail/private investors in the Netherlands. The remainder of the depositary receipts of ordinary shares are held by institutions, of which the geographical distribution is as follows:
Source: Capital Precision - Global Shareholder Identification Survey - january 2007 Shareholder interests As per 31 December 2006, Vedior’s voting capital consisted of 171,283,462 (depositary receipts of) ordinary shares (76% of voting rights), and 27,000 (depositary receipts of) preference B shares (24% of voting rights).
Only depositary receipts of ordinary shares are traded on Euronext Amsterdam. The Company’s free float is regarded as 100% by Euronext Amsterdam.
Primarily based on their holding of (depositary receipts of) preference B shares, the following interests are known under the Dutch Financial Supervision Act, as per 31 December 2006, and have been disclosed to the Netherlands Authority for the Financial Markets (‘AFM’) on 1 November 2006:
- Fortis Utrecht N.V. 5 .74%
- ING Groep N.V. 10.22%
Financial agenda - Publication of first quarter 2007 results 27 April 2007
- Annual General Meeting of shareholders in 2007 27 April 2007 1)
- Declared ex dividend 2 May 2007
- Dividend made payable 9 May 2007
- Publication of half-yearly 2007 results 26 July 2007
- Publication of third quarter 2007 results 25 October 2007
- Publication of annual results 2007 7 February 2008
- Annual General Meeting of shareholders in 2008 25 April 2008
1) In 2007, the Annual General Meeting of shareholders will be held on Friday, 27 April at the Hilton Hotel in Amsterdam, starting at 10.00 am. Investor/media relations and other reports Further information on Vedior, including copies of all media releases, presentations, annual reports and share (price) information can be obtained from our website at http://www.vedior.com
Vedior endeavours to provide comprehensive responses to questions in a timely fashion while at the same time being aware of its obligations with regard to information which may be price sensitive.