At the Annual General Meeting, held on 28 April 2006, 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 2005. After shareholders had been given the opportunity to raise questions about the 2005 annual report, the meeting adopted the 2005 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. 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 discussed extensively the Company’s corporate governance.
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 have been limited up to a maximum of 10% of the issued ordinary share capital on the day of the meeting plus a further 10% of the issued ordinary 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 28 April 2006. The meeting also authorised the Board of Management to acquire the Company’s own (depositary receipts of) shares through purchase on the stock market or otherwise for a period of 18 months from 28 April 2006. The maximum number of shares or depositary receipts of shares to be acquired is equal to the statutory allowed maximum of one-tenth of the total issued capital. As stated above, Mr Giscard d’Estaing and Mrs Hodson were appointed as members of the Supervisory Board for a period of four years. Mr Salle was reappointed as a member of the Board of Management for a period of four years. Mr Preisig resigned as a member of the Board of Management. The Supervisory Board would like to thank Mr Preisig for his long-standing contribution to the Group.
The meeting was simultaneously transmitted by audio webcast 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
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 without having to file a specific request with the Foundation for ordinary Vedior shares. Holders of depositary receipts had also been given the opportunity to issue a binding voting instruction to the Foundation for ordinary Vedior shares. The voting form was available from the Company Secretary and could also be downloaded from the corporate website.
During the months prior to the Annual General Meeting, Vedior had requested holders of depositary receipts to attend or be represented at the meeting or to issue a voting instruction. A letter to encourage holders of depositary receipts to do so had been signed by Mr Angenent on behalf of the Supervisory Board, Mr Miles on behalf of the Board of Management and Mr Van Duyne on behalf of the Foundation for ordinary Vedior shares. At the international investor road show following the publication of the 2005 annual results, Mr Miles and Mr Vervoort had encouraged shareholders to take part in the Annual General Meeting and presented the aforementioned letter. The letter was sent, along with the reference to the documents for the Annual General Meeting, to the investors whose contact details have been included in the Company’s investor relations mailing list and had been posted on the Company’s corporate website.
During the Annual General Meeting, the Chairman of the Supervisory Board indicated his disappointment that the turnout of holders of depositary receipts of ordinary shares had only slightly increased compared to the prior year. As had been stated during the Annual General Meetings held in 2004 and 2005, once the turnout of holders of depositary receipts of ordinary shares at meetings of shareholders rises substantially to more than 35% of total issued ordinary share capital over a number of years, or if proxy solicitation becomes more practicable in the Netherlands, it will be proposed to abolish the depositary receipt structure. Since the Annual General Meeting held on 29 April 2005 with a turnout of more than 32% was considered the first meeting where this minimum turnout has been achieved, the Chairman proposed that the meeting on 28 April 2006 with a turnout of 34.1% was considered the second one in which the minimum turnout had been achieved. He added that if this minimum turnout would again be achieved in 2007, a proposal will be submitted to shareholders to discontinue the depositary receipt structure. The proposal will be included as a conditional item on the agenda of the Annual General Meeting on 27 April 2007. The Company will again make a proactive effort to encourage holders of depositary receipts to attend or be represented at that meeting. In this respect the Supervisory Board would also like to refer to the report of the Board of the Foundation for ordinary Vedior shares (see this page ).
2006 financial statements
The 2006 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 page 88 of this report.
At its meeting on 7 February 2007, the Supervisory Board discussed the 2006 financial statements in detail and subsequently approved them. Each member of the Supervisory Board (together with the members of the Board of Management) has signed these documents. The Supervisory Board recommends that the 2006 financial statements be adopted by shareholders at the Annual General Meeting to be held on 27 April 2007.
The Supervisory Board endorses the decision taken by the Board of Management to propose to the Annual General Meeting of shareholders that, in addition to the statutory dividend of €162 thousand to be paid to the holders of (depositary receipts of) preference B shares, a dividend of €52 million will be paid to the holders of (depositary receipts of) ordinary shares. The payment per (depositary receipt of an) ordinary share is €0.30. Vedior intends paying a slightly increased dividend each year. The pay-out ratio may vary between 25-50% of annual net distributable earnings per share. This year’s proposed dividend payment equals 28% of 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, 7 February 2007 The Supervisory Board W.C.J. Angenent, Chairman
R.J. Laan, Vice-chairman
H.M.E.V. Giscard d’Estaing
B.C. Hodson OBE
D. Sinninghe Damsté