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About Vedior Report of the Board of Management Report of the Supervisory Board YES LOGO Financial statements 2005 Report of 'Stichting Administratiekantoor van gewone aandelen Vedior' Information for shareholders Historical overview
Information for shareholders

Investor relations
Vedior endeavours to pursue an open dialogue with investors and analysts while at the same time, observing its legal obligations relating to confidentiality. Through active engagement with current and prospective shareholders, Vedior believes it is best able to achieve a more accurate valuation for the Group’s shares and ensure that investors’ risk perception is realistic.

The Group is committed to providing high quality, meaningful and timely information to investors and analysts in order to improve the market’s understanding of the Company and to ensure that the entire market has access to price-sensitive information at the same time. Through its communications with the financial community, Vedior provides information on key value drivers, business strategy, threats and opportunities, and insights into the key ratios which the Group uses to track its own performance.

Vedior has joined an international initiative launched by IR Solutions (part of the London Stock Exchange) called the Corporate Responsibility Exchange. This Exchange provides an efficient mechanism for communicating with investors, and other interested parties, how individual companies deal with corporate social responsibility issues. The information provided within the Exchange is transparent and formatted in order to relate to all the major global ratings systems and most influential CSR codes.

During the year under review, senior management held frequent meetings with new and existing institutional investors, as well as analysts. Senior management also participated in a number of investor conferences as well as group meetings arranged by brokers in the United Kingdom, United States and Continental Europe. Vedior endeavors to provide analysts and investors with the opportunity to interact with all members of the Board of Management, other senior corporate personnel as well as operational managers, a number of whom participated in meetings during the course of 2005.

Results are published quarterly as Vedior believes that this provides greater financial discipline and more transparency. Each quarter, the Group holds a conference call for analysts and investors where senior management are available to discuss results in more detail and answer any questions which may arise, supplemented by a web cast twice a year. 


How shareholders can exercise their voting rights
Depositary receipts of ordinary Vedior shares are securities under Dutch law and traded on Euronext Amsterdam. Holders of depositary receipts have all rights attached to the ordinary shares underlying their depositary receipts, such as the right to attend and address the General Meetings of shareholders and the right to receive dividends and other distributions.

The voting rights are exercised by the Foundation for ordinary Vedior shares as the actual holder of these ordinary shares. The Foundation will however, at all times and without limitations, issue proxies to holders of depositary receipts who so request, allowing them to exercise the voting rights attached to the ordinary shares underlying their depositary receipts. The ordinary shares underlying these depositary receipts are not traded. Each holder of depositary receipts of ordinary Vedior shares can therefore exercise his or her voting rights during a General Meeting of shareholders in the following ways:

Attend the meeting in person;
Authorise a third party to attend the meeting and vote on their behalf;
Authorise the Foundation to vote in accordance with their instructions on a voting form.

Each holder of depositary receipts should register their depositary receipts as specified in the notice for the General Meeting of shareholders.

The notice and instruction voting form as well as any other documents for a General Meeting of shareholders are posted on Vedior’s corporate website www.vedior.com, well in advance of the meeting.


Vedior (depositary receipts of) shares
Vedior has two classes of (depositary receipts of) shares:

(Depositary receipts of) ordinary shares, listed on Euronext Amsterdam, with a face value of €0.05. At the end of the financial year 168,893,071 shares were in issue.
Preference B shares, with a face value of €100.00 and in the form of non convertible depositary receipts. Number issued 27,000, with a total face value of €2,700,000.


Development in the number of (depositary receipts of) ordinary shares outstanding during 2005

As at 31 December 2004 166,115,896
Issued in 2005
as a result of the payment from reserves 1,995,324
for the US employee stock purchase plan 63,182
for employee share and option related incentive schemes 718,669
(Depositary receipts of) ordinary shares placed and
outstanding at 31 December 2005
168,893,071

 
Share price performance January - December 2005

Relative performance AEX 1) - 2005
Relative performance AEX 2005

1) AEX: the index made up of the 25 most active securities
traded in Amsterdam.


Vedior price and daily volume
Vedior price and daily volume


Financial analysts’ recommendations
as at 31 December 2005
Financial analysts' recommendations

Number of recommendations: 20


Share price history

Closing price on 31 December 1998 €16.79
Closing price on 31 December 1999 €10.20
Closing price on 31 December 2000 €12.85
Closing price on 28 December 2001 €13.47
Closing price on 31 December 2002 € 5.44
Closing price on 31 December 2003 €12.40
Closing price on 31 December 2004 €11.99
Closing price on 30 December 2005 €12.52


Key figures per (depositary receipt of an) ordinary share

  IFRS Dutch GAAP 3)
 
   
   
 

2005

2004

2003

2002

2001

           

Net profit 1) (in €)

 0.82 2)

 0.63 2)

0.47

0.46

0.84

(Proposed) dividend/ payment
from reserves (in €)

 0.25

 0.20

0.16

0.16

0.26

Average number of outstanding
ordinary shares (x 100,000)

167,9

 165,5

163,5

161,3

138,6

1) After deduction of preference payments.
2) Excluding special items.
3) Net profit excluding goodwill amortisation and extraordinary items.


Stock exchange listing
The depositary receipts of ordinary shares are listed on the stock exchange of Euronext Amsterdam and included in the AEX index, which comprises the 25 most active securities traded in Amsterdam; symbol VDR. Since 9 March 1999, options on Vedior shares are traded on the Amsterdam Option Exchange; symbol: VDR.

Distribution of holding of (depositary receipts of) ordinary shares
According to Capital Precision’s Global Shareholder Identification survey held in January 2006, an estimated 7.5% of the outstanding depositary receipts of ordinary shares are held by retail/private investors. The remainder of the depositary receipts of ordinary shares are held by institutions, of which the geographical distribution is as follows:
Distribution of holding of ordinary shares
Source: Capital Precision - Global Shareholder Identification - January 2006

Shareholder interests
As per 31 December 2005, Vedior’s voting capital consisted of 168,893,071 (depositary receipts of) ordinary shares (75.8% of voting rights), and 27,000 preference B shares (24.2% of voting rights).

Only depositary receipts of ordinary shares are traded on Euronext Amsterdam. The Company’s free float is regarded as 100% by Euronext Amsterdam.

Preference B shareholder interests
Primarily based on their holding of (depositary receipts of) preference B shares, the following interests between 5% and 10% are known under the Control Report Act 1996, per 31 December 2005:

Aegon N.V.
Delta Lloyd Levensverzekering N.V.
AMEV Stad Rotterdam Verzekeringsgroep (ASR) N.V. (Fortis)
Zandzee Beheer B.V.
and the following interest between 10% and 25% is known per 31 December 2005:
ING Groep N.V.

Financial agenda

Publication of first quarter 2006 results 27 April 2006
Annual General Meeting of shareholders in 2006

28 April 2006 1)

Declared ex divident 3 May 2006
Dividend made payable 9 May 2006
Publication of half-yearly 2006 results 27 July 2006
Publication of third quarter 2006 results 26 October 2006
Publication of annual results 2006 8 February 2007
Annual General Meeting of shareholders in 2007 27 April 2007

1) In 2006, the Annual General Meeting of shareholders will be held on Friday, 28 April at the Okura Hotel in Amsterdam, starting at 10.00am.

Investor/media relations and other reports
Further information on Vedior, including copies of all media releases, presentations, annual reports and share (price) information can be obtained from our website at http://www.vedior.com

For all media and investor enquiries, please contact either:
Jelle Miedema, Company Secretary, in the Netherlands on +31 (0) 20 573 5609 (j.miedema@vedior.com) or,
John Nurthen, Director of Corporate Affairs, in the United Kingdom on +44 (0) 1727 842 999 (j.nurthen@vedior.co.uk)

Vedior endeavours to provide comprehensive responses to questions in a timely fashion while at the same time being aware of its obligations with regard to information which may be price sensitive.

Vedior
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