Pursuant to the Articles of Association, a resolution of the
Executive Board to acquire own shares is subject to the
approval of the Supervisory Board.
Item 3b: Extension of the authorisation of the Executive
Board to issue (rights to) shares.
The Annual General Meeting of Shareholders held on
17 April 2008 last gave an authorisation to the Executive
Board to issue (rights to) shares. The Annual General
Meeting of Shareholders is now requested to extend
the authorisation of the Executive Board.
It is proposed that the Annual General Meeting of
Shareholders authorises the Executive Board for a period
of 18 months, starting 23 April 2009, to issue shares or
grant rights to subscribe for shares. The authorisation will
be limited to 10 per cent of the company's issued share
capital, as per the date of issue. The authorisation may be
used in connection with the Long-Term Incentive Plan for
the members of the Executive Board and the Long-Term
Incentive Plan for senior management, but may also serve
other purposes, such as acquisitions.
Pursuant to the Articles of Association, a resolution of
the Executive Board to issue shares or to grant rights to
subscribe for shares is subject to the approval of the
Supervisory Board.
Item 3c: Extension of the authorisation of the
Executive Board to restrict or exclude shareholders'
pre-emptive rights.
The Annual General Meeting of Shareholders held on
17 April 2008 last gave an authorisation to the Executive
Board to restrict or exclude shareholders' pre-emptive
rights. The Annual General Meeting of Shareholders is
now requested to extend the authorisation of the
Executive Board.
It is proposed that the Annual General Meeting of
Shareholders authorises the Executive Board for a period
of 18 months, starting 23 April 2009, to restrict or exclude
shareholders' pre-emptive rights in relation to the issue
of shares or the granting of rights to subscribe for shares.
Pursuant to the Articles of Association, a resolution of
the Executive Board to restrict or exclude shareholders'
pre-emptive rights in relation to the issue of shares or the
granting of rights to subscribe for shares is subject to the
approval of the Supervisory Board.
Item 4a: Adjustments to the Remuneration Policy for the
Executive Board.
The Annual General Meeting of Shareholders is invited to
approve the adjustments to the remuneration policy 2005
and first adjusted in 2007. The policy and adjustments are
stated in the annual report (pages 63 to 66) and are posted
on the website.
The adjustments to the policy reflect the changed footprint
of the company and as a consequence a new Labour Market
Peer Group (LMPG) is proposed.
The adjusted policy still aims to reward the Executive Board
at median level. Even though the median of the new labour
market peer group is substantially higher than the 2008
base salary levels, the Executive Board has refrained from
accepting an increase in their base salary for 2009, in view
of the current exceptional economic circumstances. The
Supervisory Board respects this, but is of the opinion that
the Executive Board should be remunerated on the levels
of the new LMPG and therefore proposes to the Annual
General Meeting of Shareholders to approve the new LMPG
and the base salary levels belonging to this new LMPG. In
connection, in order to be in line with the median of the
long-term incentive in the LMPG it is also proposed to
increase the target levels for the Long-Term Incentive as
from 2009 from 100 per cent to 150 per cent of base salary
for the CEO and from 75 per cent to 100 per cent of base
salary for the CFO.
The median level of the short-term incentive in the new
labour market peer group as a percentage of base salary
is similar to that of the old labour market peer group, so
there is no change in level of incentive. For 2009, to reflect
the evolving priorities of the company, 50 per cent of the
incentive opportunity will be linked to organic net profit
growth, 25 per cent to free operating cash flow and
25 per cent to special annual targets.
Item 4b: Related amendment to the Long-Term Incentive
Plan for the Executive Board.
As part of the adjustment to the remuneration policy
for the Executive Board, the value of the shares that will
be conditionally awarded (starting with award of 2009)
will be amended. At target level such value will be
150 per cent of base salary for the CEO and 100 per cent
of the base salary for the CFO. The General Meeting of
Shareholders is invited to approve this amendment to
the Long-Term Incentive Plan.
