Wolters Kluwer Result of 2020 Annual General Meeting of Shareholders
Wolters Kluwer Result of 2020 Annual General Meeting of ShareholdersApril 23, 2020 – Wolters Kluwer, a global provider of professional information, software solutions, and services, hereby releases the results of today’s Annual General Meeting (AGM).2019 Financial Statements and Dividend
Shareholders voted to adopt the Financial Statements for 2019 as included in the 2019 Annual Report and approved a total dividend of €1.18 per ordinary share, resulting in a final dividend of €0.79 per ordinary share.Supervisory Board Composition
Ms. Jeanette Horan was re-appointed as member of the Supervisory Board. Mr. Jack de Kreij and Ms. Sophie Vandebroek were appointed as new members of the Supervisory Board. Mr. De Kreij will succeed Mr. Hooft Graafland, as Chairman of the Audit Committee, who will retire after the expiration of his second term in 2020. Ms. Vandebroek succeeds Ms. Russo who stepped down from the Supervisory Board at the end of 2019. Ms. Vandebroek also joins the Audit Committee. Ms. Ann Ziegler succeeds Mr. Hooft Graafland as Vice-Chairman of the of the Supervisory Board.The composition of the Supervisory Board is therefore now in line with the preferred profile as it relates to expertise, nationality, and age. Four nationalities are represented on the Supervisory Board, with different talents and relevant areas of expertise. Three out of the seven Supervisory Board members are female, which means a female representation of 43%, which is in line with Dutch governance standards.Remuneration
The remuneration policy of the Executive Board received a majority of votes in favor but not the three-fourths majority required in The Netherlands; therefore, the resolution has not been passed and the existing remuneration policy will continue to apply. The Remuneration Report was approved by shareholders in an advisory vote. The Supervisory Board remuneration policy and the proposal to amend the Supervisory Board remuneration were adopted.Frans Cremers, Chairman of the Supervisory Board, commented: “We are very grateful to the many shareholders who supported the proposed remuneration policy which included several shareholder-friendly improvements. We also wish to thank all the shareholders who engaged with us for their time and their constructive feedback. We will continue to proactively consult with our shareholders to ensure views on both sides are better understood and we will endeavor to propose further changes where appropriate.”Other AGM Resolutions
All other AGM resolutions were adopted, including to the resolution to release the members of the Executive Board and the Supervisory Board from liability for the exercise of their respective duties; to extend the authority of the Executive Board; to authorize the Executive Board to acquire shares in the company; and to cancel shares. Shareholders represented
Wolters Kluwer shareholders were represented by proxy voting or by voting instruction, representing a total of 74.03% of the total issued share capital entitled to vote. The voting results by agenda item will be available on our website at www.wolterskluwer.com/agm shortly.For more information please contact:Media Investors/Analysts
Annemarije Dérogée-Pikaar Meg Geldens
Corporate Communications Investor Relations
t +31 172 641 470 t +31 172 641 407
annemarije.pikaar@wolterskluwer.com ir@wolterskluwer.comAbout Wolters Kluwer
Wolters Kluwer (WKL) is a global leader in professional information, software solutions, and services for the healthcare; tax and accounting; governance, risk and compliance; and legal and regulatory sectors. We help our customers make critical decisions every day by providing expert solutions that combine deep domain knowledge with specialized technology and services.Wolters Kluwer reported 2019 annual revenues of €4.6 billion. The group serves customers in over 180 countries, maintains operations in over 40 countries, and employs approximately 19,000 people worldwide. The company is headquartered in Alphen aan den Rijn, the Netherlands.Wolters Kluwer shares are listed on Euronext Amsterdam (WKL) and are included in the AEX and Euronext 100 indices. Wolters Kluwer has a sponsored Level 1 American Depositary Receipt (ADR) program. The ADRs are traded on the over-the-counter market in the U.S. (WTKWY).For more information, visit www.wolterskluwer.com, follow us on Twitter, Facebook, LinkedIn, and YouTube.Forward-looking Statements and Other Important Legal Information
This report contains forward-looking statements. These statements may be identified by words such as “expect”, “should”, “could”, “shall” and similar expressions. Wolters Kluwer cautions
that such forward-looking statements are qualified by certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors which could cause actual results to differ from these forward-looking statements may include, without limitation, general economic conditions; conditions in the markets in which Wolters Kluwer is engaged; behavior of customers, suppliers, and competitors; technological developments; the implementation and execution of new ICT systems or outsourcing; and legal, tax, and regulatory rules affecting Wolters Kluwer’s businesses, as well as risks related to mergers, acquisitions, and divestments. In addition, financial risks such as currency movements, interest rate fluctuations, liquidity, and credit risks could influence future results. The foregoing list of factors should not be construed as exhaustive. Wolters Kluwer disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This press release contains information which is to be made publicly available under Regulation (EU) 596/2014.
Shareholders voted to adopt the Financial Statements for 2019 as included in the 2019 Annual Report and approved a total dividend of €1.18 per ordinary share, resulting in a final dividend of €0.79 per ordinary share.Supervisory Board Composition
Ms. Jeanette Horan was re-appointed as member of the Supervisory Board. Mr. Jack de Kreij and Ms. Sophie Vandebroek were appointed as new members of the Supervisory Board. Mr. De Kreij will succeed Mr. Hooft Graafland, as Chairman of the Audit Committee, who will retire after the expiration of his second term in 2020. Ms. Vandebroek succeeds Ms. Russo who stepped down from the Supervisory Board at the end of 2019. Ms. Vandebroek also joins the Audit Committee. Ms. Ann Ziegler succeeds Mr. Hooft Graafland as Vice-Chairman of the of the Supervisory Board.The composition of the Supervisory Board is therefore now in line with the preferred profile as it relates to expertise, nationality, and age. Four nationalities are represented on the Supervisory Board, with different talents and relevant areas of expertise. Three out of the seven Supervisory Board members are female, which means a female representation of 43%, which is in line with Dutch governance standards.Remuneration
The remuneration policy of the Executive Board received a majority of votes in favor but not the three-fourths majority required in The Netherlands; therefore, the resolution has not been passed and the existing remuneration policy will continue to apply. The Remuneration Report was approved by shareholders in an advisory vote. The Supervisory Board remuneration policy and the proposal to amend the Supervisory Board remuneration were adopted.Frans Cremers, Chairman of the Supervisory Board, commented: “We are very grateful to the many shareholders who supported the proposed remuneration policy which included several shareholder-friendly improvements. We also wish to thank all the shareholders who engaged with us for their time and their constructive feedback. We will continue to proactively consult with our shareholders to ensure views on both sides are better understood and we will endeavor to propose further changes where appropriate.”Other AGM Resolutions
All other AGM resolutions were adopted, including to the resolution to release the members of the Executive Board and the Supervisory Board from liability for the exercise of their respective duties; to extend the authority of the Executive Board; to authorize the Executive Board to acquire shares in the company; and to cancel shares. Shareholders represented
Wolters Kluwer shareholders were represented by proxy voting or by voting instruction, representing a total of 74.03% of the total issued share capital entitled to vote. The voting results by agenda item will be available on our website at www.wolterskluwer.com/agm shortly.For more information please contact:Media Investors/Analysts
Annemarije Dérogée-Pikaar Meg Geldens
Corporate Communications Investor Relations
t +31 172 641 470 t +31 172 641 407
annemarije.pikaar@wolterskluwer.com ir@wolterskluwer.comAbout Wolters Kluwer
Wolters Kluwer (WKL) is a global leader in professional information, software solutions, and services for the healthcare; tax and accounting; governance, risk and compliance; and legal and regulatory sectors. We help our customers make critical decisions every day by providing expert solutions that combine deep domain knowledge with specialized technology and services.Wolters Kluwer reported 2019 annual revenues of €4.6 billion. The group serves customers in over 180 countries, maintains operations in over 40 countries, and employs approximately 19,000 people worldwide. The company is headquartered in Alphen aan den Rijn, the Netherlands.Wolters Kluwer shares are listed on Euronext Amsterdam (WKL) and are included in the AEX and Euronext 100 indices. Wolters Kluwer has a sponsored Level 1 American Depositary Receipt (ADR) program. The ADRs are traded on the over-the-counter market in the U.S. (WTKWY).For more information, visit www.wolterskluwer.com, follow us on Twitter, Facebook, LinkedIn, and YouTube.Forward-looking Statements and Other Important Legal Information
This report contains forward-looking statements. These statements may be identified by words such as “expect”, “should”, “could”, “shall” and similar expressions. Wolters Kluwer cautions
that such forward-looking statements are qualified by certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors which could cause actual results to differ from these forward-looking statements may include, without limitation, general economic conditions; conditions in the markets in which Wolters Kluwer is engaged; behavior of customers, suppliers, and competitors; technological developments; the implementation and execution of new ICT systems or outsourcing; and legal, tax, and regulatory rules affecting Wolters Kluwer’s businesses, as well as risks related to mergers, acquisitions, and divestments. In addition, financial risks such as currency movements, interest rate fluctuations, liquidity, and credit risks could influence future results. The foregoing list of factors should not be construed as exhaustive. Wolters Kluwer disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This press release contains information which is to be made publicly available under Regulation (EU) 596/2014.
