Further Information within the meaning of Article 10 of the Takeover Directive
Corio has an authorized capital of € 1,200,000,000, which is divided into 120,000,000 shares, each with a nominal value of € 10. One vote can be cast for each share.
Under the legal requirements for reporting holdings in listed companies, Stichting Pensioenfonds ABP (ABP) registered as a 36.59% shareholder in Corio on the basis of a disclosure of substantial holdings on 1 November 2006. There is no obligation to report changes in a substantial holding unless any such change results in a move above or below either of the 40% and 30% thresholds. ABP has informed Corio that its interest in the company was 36.65% as at year-end 2009.
Corio is a two-tier board company, which means that Management Board members are appointed by the Supervisory Board after the recommendations of the works council have been duly considered and the General Meeting has been informed. Members of the Management Board may be dismissed by the Supervisory Board after the recommendations of the works council have been duly considered but not without first having heard the views of the General Meeting concerning the proposed dismissal. Members of the Supervisory Board are appointed by the General Meeting following nomination by the Supervisory Board. The General Meeting and the works council may recommend persons to the Supervisory Board for nomination. The General Meeting may pass a resolution of no confidence in the Supervisory Board by a simple majority of the votes cast representing at least one third of the issued capital. Such a resolution results in the immediate dismissal of the members of the Supervisory Board. In addition, the Enterprise Division of the Amsterdam Court of Appeal may dismiss an individual member of the Supervisory Board on legal grounds at the request of the company, a representative of the General Meeting or the works council.
Corio is an investment company with variable capital as referred to in Section 76a of Book 2 of the Dutch Civil Code. This means that the Management Board has the power to issue shares and to repurchase shares, subject to the approval of the Supervisory Board. A resolution to amend the Articles of Association, dissolve the company or a legal merger or split up of the company can only be adopted by the General Meeting following a proposal by the Supervisory Board. The long-term agreements which Corio has with its lenders include a provision that gives the lenders the option of demanding early repayment of their loans in the event of a change in control of Corio. This would be the case, for example, after a takeover.
Source: Annual Report 2009, Chapter Corporate governance, page 80 (PDF, 66 kB)
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