Structure regime At present Wolters Kluwer nv applies the so-called structure regime ("structuurregeling") voluntarily. The approved proposal terminates this voluntary application. Reasons for this change are the general developments in the field of corporate governance, the increasingly international nature of Wolters Kluwer, and the advice of the SER ("Sociaal Economische Raad") with regard to the functioning and the future structure of the structure regime.
Under the current structure regime the Supervisory Board appoints itself as well as the members of the Executive Board. The General Meeting only has the right to recommend candidates or to object to the intended appointment. After the amendment of the articles of association the General Meeting will have the power to appoint Supervisory Board members and members of the Executive Board. Another consequence is that the General Meeting instead of the Supervisory Board will get the authority to adopt the annual accounts.
Depositary receipts fully exchangeable Depositary receipts have been issued for about 95% of the issued ordinary shares in the capital of the company. Also in view of recent developments in the field of corporate governance, the limited exchangeability (max. 2% of issued ordinary shares) of depository receipts into ordinary shares will be changed into full exchangeability. This means that a holder of depositary receipts may exchange his depositary receipts into ordinary shares without limitation.
Jane Frost appointed The Supervisory Board of Wolters Kluwer nv is further internationalized with the appointment of Ms. A.J. (Jane) Frost (British). Ms. Frost will strengthen the Supervisory Board with her broad international commercial experience, especially in the field of marketing. At this moment she is Director of Greystones Consultancy. She was in charge of Corporate Marketing of the BBC, and initiated the BBC's award-winning corporate promo Perfect Day. Before she joined the BBC, Ms. Frost worked for the Royal Dutch Shell Group. At Shell she was responsible for the global marketing of the Shell brand. Ms. Frost read at Cambridge University and holds a degree in History. She is a fellow of the Chartered Institute of Marketing.
From today the Supervisory Board of Wolters Kluwer nv exists of Henny de Ruiter (Chairman of the Supervisory Board, Dutch), Harry Pennings (Deputy Chairman, Dutch), Arnold Walravens (Dutch), Klaas Westdijk (Dutch), Karel van Miert (Belgian), and Jane Frost (British).
Note for the editor: Wolters Kluwer is a multinational information services company with annual sales of approximately EUR 3.7 billion, employing approximately 19,000 people in Europe, North America and Asia Pacific. The company's core activities are Legal, Tax & Business, International Health & Science, and Education. The Wolters Kluwer shares are quoted on the Euronext Amsterdam. The financial results for the year 2001 will be announced on March 19, 2002.