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

The present members of the Supervisory Board retire according to the following rotation schedule:

	appointed	reappointment	available for re-election
D. J. Montgomery	2006	-	2010
A.P. Lugt	2000	2004,2008	-
H.C.A. Groenen	2004	-	2008
H.C.P. Noten	2005	-	2009

Management Board
The Management Board consists of several members and has a collective responsibility, whereby the chairman has a deciding vote.
The chairman is responsible for strategy, purchasing, communications, human resource management and the operational control of the business line Print Productions. The portfolio of the second member of the Management Board includes finance, corporate affairs, ICT and the operational control of the business line Marketing Communications and Roto Smeets
GrafiServices.
The composition of the Management Board is as follows:
J.P. Caris, CEO
E.H.O.M. Bouwman, CFO

Central Works Council
The company has a fully-fledged representative consultative body consisting of a Central Works Council and the usual company works councils.
The composition of the Executive Committee of the Central Works Council is as follows:
C. van der Eerden, chairman
H. Overdijk
J.W.J. de Vooght
A.T.M. Stevens, official secretary

Corporate calendar
The company has a corporate calendar, incorporating all relevant dates with regard to official occasions and publications, consultative meetings with the Management Board and the shareholders, the Supervisory Board and the Central Works Council, as well as the publication dates of the periodical financial reports.

Important financial dates

General Meeting of Shareholders	April 15, 2009
Business update 1st quarter 2009	May 14, 2009
Press release 2008 half-year results	August 20, 2009
Business update 3rd quarter 2009	November 12, 2009
Press release 2009 full-year results	March 18, 2010
General Meeting of Shareholders	April 28, 2010
Mission statement It is RSDB’s ambition to provide efficient and high added-value services to its clients. RSDB aims to realise this in a client focussed, open and reliable culture. A culture that is characterised by an urge for perfection, respect and mutual trust. Adaptability, scale, modern means of production and speed of action must thereby contribute to a healthy development of earnings per share. RSDB considers its environmental policy, like its concern for health, safety and welfare, to be an integral part of company policy. It also has a social engagement and responsibility with respect to its employees, customers and community.