Bilateral contacts with shareholders, investors, analysts and press
According to best practice clause IV.3.13 of theDutch corporate governance Code, hereinafter 'the Code', the company has formulated an outline policy on bilateral contacts with shareholders, investors, analysts and press.
- The principles and best practice clauses of Chapter IV of the Code regarding (the General Meeting of) Shareholders are being supported by the company.
- Referring to principle IV.3 concerning the provision of information, the company fully endorses the importance of a transparent and equal provision of information of shareholders, investors, analysts and press. The company makes every effort to do so, taking into account the exceptions provided for by law.
- As a rule no price-sensitive information will be provided during any contact with shareholders, investors, analysts and press. The Executive Board and the Supervisory Board may deviate there from in case they are of the opinion that such a deviation is in the interest of the company, provided always that such a deviation is allowed within the Dutch legal framework.
- Should any price-sensitive information be revealed by mistake during any contact with shareholders, investors, analysts and press, a press release will be issued immediately.
Contact with shareholders
- Contacts with shareholders primary occur during General Meetings of Shareholders. The company considers a high participation of shareholders in these meetings as a matter of major importance. Regarding the convocation, the providing of the agenda and all other documentation relevant for these meetings reference is made to the company’s corporate governance declaration published on the website of the company. The General Meetings of Shareholders are webcast.
- In addition, the company is of the opinion that contacts between the company and shareholders beyond the General Meeting of Shareholders may be of importance to the company as well as to the shareholders.
- The company will enter into a contact with shareholders in situations wherein the Executive Board and the Supervisory Board are of the opinion that such a contact is in the interest of the company, provided that the company is not required to do so. The company may take the initiative to start conversations with a shareholder.
- In order to assess whether or not a contact with shareholders could be of interest for the company, the company may request shareholders to inform the company in advance in writing of the objective, the subjects to be discussed and the views of shareholders concerning these subjects.
- Shareholders, who request to enter into contact with the company or who are in contact with the company all ready, may be requested by the company at all times to inform the company about the seize of their interest in the company. The company will enter into contact or to continue such contact with shareholders, subject to the willingness of shareholders to inform the company about their interest in the company.
- The company will be represented primarily by the Chairman and/or the Chief Financial Officer of the Executive Board in contacts with shareholders. The Supervisory Board, after consultation with the Chairman of the Executive Board, will decide whether or not it will honour a request of shareholders to enter into contact with one or more members of the Supervisory Board and whether or not members of the Executive Board will de present during such contact.
- The company may involve other employees or advisors of the company with contacts with shareholders.
Contact with investors, analysts and press
- Meetings and conference calls for analysts and press in connection with the publication of financial year statements and half-yearly and quarterly figures are accessible to everyone via the Internet or telephone. The meetings will be held in English. On the webpage Financial calendar you can find more information on the dates of these meetings and conference calls.
- Shareholders' meetings are accessible to the press. All dates and locations of road shows, seminars and the like are published on the company’s website. Financial presentations given to third parties are published on the company’s website in so far they materially deviate from earlier published presentations.
- Reports and appraisals of analysts will not be reviewed, commented upon or corrected by the company in advance, except for matters of fact. The company does not pay any fees to any parties for carrying out investigations for analyst reports, nor for writing or publishing such reports, with the exception of credit rating firms.
- In each period of six weeks prior to the publication of each annual report and half-year report and in each period of three weeks prior to the publication of the first and third quarter trading updates, the company exercises restraint concerning the entering into contact with investors, analysts and press about the general business of the company.
- Primarily the Chief Executive Officer and/or Chief Financial Officer of the Executive Board, assisted by the manager investor relations or the manager public relations, will have contact with investors, analysts and press.
- Above policy may be revised by the Executive Board, after having obtained the approval of the Supervisory Board, and has been adopted by the Executive Board on 30 November 2009 after having obtained the approval of the Supervisory Board on 18 November 2009.