Description of the Group
Situation at 28 March 2011

Capital structure
The authorised share capital of the company is € 75 million, divided into 7,500,000 ordinary shares and 7,500,000 preference shares, each with a nominal value of € 5. As of December 31, 2010, 3,290,275 ordinary shares were issued and placed.

Foundation 'Stichting Preferente Aandelen Roto Smeets Group NV'
The foundation 'Stichting Preferente Aandelen Roto Smeets Group NV' is registered in Deventer and looks after the interests of the company and all parties involved, either directly or indirectly. The foundation's board is independent (see also Statement of Independence, page 109).

The Board's membership consists of:
Professor M.W. den Boogert, Ll.M., chair
R.P. Voogd, Ll.M.
W.H. Weiland

Shareholders
Major shareholders according to the Substantial Participants' Register maintained by the Financial Markets Authority [register Substantiële deelnemingen van de Autoriteit Financiële Markten] are:

Supervisory Board
According to the Articles of Association the Supervisory Board shall consist of five members. One vacancy was left temporarily unfilled in connection with a planned public bid by Riva Investments BV, while one External Director was appointed as CEO pro tempore, in which capacity he will for the time being not sit on the Supervisory Board.

The members of the Supervisory Board receive remuneration that is independent of the company's profit and serve in principle no more than three terms of four years.

The present composition of the Supervisory Board is as follows:
Drs. R. Blom, interim chair
H.C.A. Groenen
Drs. H.C.P. Noten

The present members of the Supervisory Board are due to retire as in the schedule below.

	appointed	reappointed	for re-election
Drs R. Blom	2009		2013
H.C.A. Groenen	2004	2008	2012
Drs. H.C.P. Noten	2005	2009	2013
Interim CEO:
R.A.J. Huyzer	2009		2013

Management Board
The Management Board is responsible for corporate governance, which means inter alia that it is responsible for achieving the corporation's objectives, corporate strategy with its associated risk profile, the group's results and those aspects of corporate business as are relevant to responsible business practice.

As a result of the reduced size of the Group after its restructuring, the Supervisory Board has resolved to simplify the corporate management model. The new situation is based on a management team of operating company and staff directors, reporting directly to the Managing Director. For this reason the post of COO has been declared superfluous.
In the context of the making of the 2010 annual report the Supervisory Board has considered the decision regarding the new direction of the group (see page 7) as implemented.

The present composition of the Management Board is therefore as follows:
R.A.J. Huyzer, interim CEO

Central Works Council
The company has a fully-fledged representative consultative body consisting of a Central Works Council and the usual Works Councils in the operating companies.

The Central Works Council daily management is as follows:
F. Bijsterbosch, chair
G.J. Willemsen
A.T.M. Stevens, permanent secretary

Important financial dates 2011

AGM called	28 March 2011
Registration day	13 April 2011
AGM	11 May 2011
Business update Q1	11 May 2011
Half-year figures	25 August 2011
Business update Q3	10 November 2011