, May 14, 2014

Ordina N.V. AGM adopts financial statements

Ordina N.V.’s Annual General Meeting of shareholders adopted all the agenda items at today’s meeting. The AGM adopted the 2013 financial statements and adopted the motions to increase the dividend pay-out ratio, to reappoint Mr. J.G. (Johan) van der Werf as supervisory director and to amend Ordina N.V.’s articles of association.

Adoption financial statements
The AGM adopted the financial statement for the 2013 financial year. Ordina recorded turnover of EUR 377.0 million in 2013, with a recurring net profit of EUR -0.4 million. On account of the net loss recorded in 2013 and in line with its dividend policy, Ordina will not pay out a dividend for that year.

Dividend policy
The AGM adopted the motion to increase the pay-out ratio of the dividend policy to 35% from 25%, on the condition that healthy balance sheet ratios remain guaranteed for the continuity of the company.

Composition of the Supervisory Board
In accordance with the rotation schedule, Mr. J.G. (Johan) van der Werf was reappointed as a member of the Supervisory Board for a period of four years. Mr. Van der Werf will continue as the chairman of the Supervisory Board for the next four years.

Amendment of the articles of Association
Stichting Prioriteit Ordina Groep and Ordina N.V. The AGM has taken cognisance of the proposed amendment of the articles of association of Stichting Prioriteit Ordina Groep, the priority share foundation. The Stichting Prioriteit Ordina Groep (‘the Prioriteit’) will be placed in the hands of an independent management board and will transfer a number of its powers to Ordina N.V.’s Management Board and/or Supervisory Board. The Prioriteit will retain its right to nominate supervisory directors and its right to approve motions to amend Ordina N.V.’s articles of association. The AGM also adopted the motion to amend Ordina N.V.’s articles of association pursuant to recent legal changes and the adjustment of the powers of the Stichting Prioriteit Ordina Groep.

Authorisations granted
As is usual for the AGM, the meeting granted a number of authorisations to the Ordina N.V. Management Board, the first being the right to issue new Ordina N.V. shares up to a maximum of 5% of the outstanding share capital and in the event that such proves necessary the authority to limit or exclude preferential rights. Secondly, the Management Board is authorised to buy back treasury shares up to a maximum of 10% of the outstanding share capital.

Turnover and profit in the first quarter of 2014
Ordina this morning reported its turnover and profit for the first quarter of 2014 in press release.