News

, May 12, 2010

Adoption of financial statements of Ordina N.V.: Ordina appoints Mr J.G. van der Werf to Supervisory Board

CFO Bart de Jong joins Management Board of Ordina N.V.

The Annual General Meeting of Shareholders (AGM) of Ordina N.V., which was held this afternoon, adopted the financial statements for 2009. In addition, Mr J.G. van der Werf was appointed to the Supervisory Board and, partly in connection to the revised Corporate Governance Code, the motion to amend the Articles of Association and the proposed remuneration policy for the members of the Management Board were adopted. Finally, the Annual General Meeting of Shareholders granted some of the usual authorisations, such as for the issue and purchase of treasury shares. Immediately following the Annual General Meeting of Shareholders of Ordina N.V., the Supervisory Board appointed Mr B.H. de Jong (Bart), CFO, as a managing director under the Articles of Association. With that appointment, he has now become a member of the Management Board of Ordina N.V..

Adoption of financial statements and declaration of dividend for 2009

This afternoon’s Annual General Meeting of Shareholders of Ordina N.V. adopted the financial statements for 2009. Ordina achieved EUR 542.3 million in revenue from continuing operations in 2009, with total net profit for the year landing at EUR 0.2 million. Considering the very modest net profit for the year, Ordina has not, in accordance with the dividend policy, presented a dividend proposal to the Annual General Meeting of Shareholders.

Composition of the Supervisory Board

The Annual General Meeting of Shareholders agreed to the appointment of Mr J.G. van der Werf (Johan) as a member of the Supervisory Board of Ordina N.V. for a period of four years. With his appointment, Mr Van der Werf will fill the vacancy that was left on the Supervisory Board after Mr E.P. de Boer stepped down.

Johan van der Werf is an experienced director. He is the Vice-Chairman of the Supervisory Board of Delta N.V., the Vice-Chairman of the Supervisory Board of Zevenwouden and the Vice-Chairman of the Supervisory Committee of the Utrecht University Medical Centre. He is also a member of the Supervisory Boards of ONVZ N.V. and De Lotto N.V. and is he a member of the Executive Committee of Pensioenfonds Cultuur. Mr Van der Werf was appointed for his extensive executive and line management experience in the financial sector, and his knowledge of the healthcare sector. In addition, Mr Van der Werf has extensive experience in social and human resource issues. 

Adoption of amendment of Articles of Association and remuneration policy

This afternoon, the Annual General Meeting of Shareholders adopted the proposed amendment of the Articles of Association of Ordina N.V.. The amendment is meant to update the Articles of Association and create better alignment with the principles and best practices of the revised Dutch Corporate Governance Code. The Annual General Meeting of Shareholders this afternoon also adopted the revised remuneration policy for the members of the Management Board.

Proxies

As a matter of standing practice, the Annual General Meeting of Shareholders granted a number of proxies. Stichting Prioriteit Ordina Groep (the priority trust) was authorised to issue new shares in Ordina N.V. and to exclude pre-emptive rights in this process where appropriate. This proxy has been capped at 20% of the outstanding share capital of Ordina N.V. as of today. In addition, the Annual General Meeting of Shareholders authorised the Management Board to purchase treasury shares for up to 10% of the outstanding share capital at a price not exceeding the average closing price of the Ordina N.V. share on the five trading days prior to the actual purchase, plus 10%.

Bart de Jong’s appointment to the Management Board

Following the Annual General Meeting of Shareholders, Bart de Jong, CFO, was appointed as a managing director under the Articles of Association and as a member of the Management Board of Ordina N.V.. His employment contract is with Ordina Holding B.V., as are all employment contracts of the members of the Management Board. Mr De Jong’s basic salary will be EUR 246,000 gross per year. His variable income will be in keeping with the prevailing remuneration policy as adopted by the Annual General Meeting of Shareholders.
 
The employment contract is of definite duration and will end contractually on 1 June 2014, after which it will be renewable for consecutive periods. If the employment contract should be terminated beforehand without this being imputable to Mr De Jong, Mr De Jong will be entitled to a severance payment of no more than 24 times his gross monthly salary.

Mr De Jong will qualify for the Ordina average-pay pension plan with conditional indexation. Mr De Jong will have a non-contributory pension.

Revenue and profit developments in Q1 2010

Ordina N.V. published a press release this morning that elaborates on market developments in the first few months of 2010.

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