Full RSDB annual report for 2008 - Roto Smeets Group

Company description
RSDB NV is a Dutch company with its registered office
in Deventer (statutary office in Hilversum), which acts
as a holding company for the national and international
companies of RSDB. RSDB is a so-called large public
company (‘structuurvennoot-schap’). The ordinary
shares of RSDB are listed on Euronext Amsterdam.
Capital structure
The authorised share capital of the company amounts to
€ 85 million, divided into 8,500,000 ordinary shares and
8,500,000 preference shares, with a nominal value of € 5
each. As at December 31, 2008, 3,290,275 ordinary shares
were issued and placed.
Foundation ‘Stichting Preferente Aandelen
RSDB’
The foundation ‘Stichting Preferente Aandelen RSDB’,
with its registered office in Deventer, looks after the
interests of the company and all parties directly and
indirectly involved. The board of the foundation is
independent (also see Declaration of independence on
page 100).
The composition of the Board is as follows:
M.W. den Boogert, chairman
R.P. Voogd
W.H. Weiland
Shareholders
As at December 31, 2008, major shareholders as known
by the company were:
Laxey Partners Ltd. 18.9%
Riva Investments BV 15.3%
Bestinver 14.1%
Valcon Acquisition Holding (Luxembourg) sarl 13.5%
ING Group NV 12.1%
Marsala BV 6.8%
Each year the company requests from its shareholders an
authorisation to issue shares and restriction or exclusion
of preferential rights for a period of 18 months. During
that period, the Management Board may resolve to issue
shares, to grant rights to take up shares and to restrict
or exclude the preferential rights of shareholders. This
authority applies to ordinary shares to a number equal
to ten per cent (10%) of the currently issued share capital.
The authority also applies to all preference shares in the
authorised capital of the company, provided that the
number of outstanding preference shares can never
exceed the number of outstanding ordinary shares,
minus one.
The Management Board also requests authorisation
from its shareholders to obtain fully paid-up shares in
the capital of the company itself or depositary receipts
for these shares, to the legal and statutory allowed
maximum other than for no consideration, through any
way of acquisition of ownership, at a price that deviates
no more than 15% from the highest or the lowest price
at which such shares in the capital of the company are
traded on Euronext Amsterdam as per the date on which
the agreement regarding the acquisition of ownership
was closed.
In 2008, both these authorisations remained unused.
The company has no limitations regarding a certain
percentage or number of votes. Execution of voting
rights takes place at the General Meeting of Shareholders.
At the convocation of a General Meeting of
Shareholders, a registration date is set, whereby the
deadline is not set to be before the seventh day prior to
the meeting. All shareholders who hold shares on that
registration date, have the right to vote at the General
Meeting.
Supervisory Board
The Supervisory Board consists of at least three
members. At the moment, the Supervisory Board
consists of 4 members. A profile and regulations for the
Supervisory Board are available on the corporate website
and at the company’s registered office. The complete
Supervisory Board also forms the committee that carries
out the appointment, remuneration and audit policies
of the company. The members of the Supervisory Board
receive a remuneration that is independent of the
company’s profit and serve in principle no more than
three terms of four years.
The composition of the Supervisory Board is as follows:
D.J. Montgomery, chairman
A.P. Lugt, deputy chairman
H.C.A. Groenen
H.C.P. Noten
RSDB Annual Report 2008 27