Annual Report

ASTARTA HOLDING N.V. Annual Report 2011General Meeting of Shareholders of the Company’s annual accounts of the precedingfinancial year, showing that a fee in the higher range of the following year is justified.Also after adoption of the annual accounts of the preceding financial year, the Directors Amay be granted a cash bonus of up to 150% of their fixed annual fee in a year. Granting ofthe bonus and the amount of the bonus shall be determined by the Board of Directors uponproposal of the remuneration Committee, based on the adopted annual accounts, showingthat such bonus is justified.The Remuneration Policy for our Board of Directors can be viewed on the Company’s website(www.astarholding.com).Shareholders Meetings, Board Meetings and Committee Meetings in 2011Dates for the Board Meetings in 2011 year were decided well in advance and communicatedto the Directors. The Agenda along with the explanatory notes were sent in advance to theDirectors. Additional meetings of the Board were held when deemed necessary by the Board.The Chairman of the Board of Directors took all steps to ensure that the necessary time isallowed for an effective discussion of the items on the agenda during the meetings, and totake point of view from every Director who wanted to share. In order to make the meetingmore effective the Company invited persons directly responsible for the areas related to theBoard agenda.The annual General Meeting of Shareholders of the Company was held in Amsterdam, theNetherlands on 30 June 2011, the Minutes of which is available on the Company’s website(www.astarholding.com).Within the financial year 2011, the Board of Directors held the following meetings:- four meetings in Amsterdam, the Netherlands, on 20 April 2011, 21 April 2011, on 29June 2011 and 30 June 2011;- four meetings via conference-call on 11 May 2011, 17 August 2011, 10 October 2011and 08 November 2011.Within the financial year 2011, the Audit Committee held the following meetings:- two meetings in Amsterdam, the Netherlands, on 20 April 2011 and on 21 April, 2011;- one meeting via conference-call on 08 November 2011.Within the financial year 2011, the Remuneration Committee held the following meetings:- two meetings in Amsterdam, the Netherlands, on 20 April 2011 and on 30 June 2011;- one meeting via conference-call on 08 November 2011.44