2013 AGENDA - docdata nv

2013 AGENDA
Agenda for the Annual General Meeting of Shareholders of DOCDATA N.V.
Tuesday 13 May 2014 at 2.00 p.m.
Hotel NH Waalwijk
Bevrijdingsweg 1
5161 BZ Waalwijk (Sprang-Capelle)
1Opening
2
Report of the Management Board for the financial year 2013 (Discussion item)
3
Remuneration policy for the Management Board (Discussion item)
4
2013 Financial Statements (Voting items):
a. adoption of the financial statements
b. reservation and dividend policy
c. appropriation of the result and adoption of the dividend proposal
d. discharge of the Management Board for the management
e. discharge of the Supervisory Board for the supervision
5
Proposal to reappoint Mr. Verstraeten as member of the Management Board
in the position of Chief Financial Officer (CFO) (Voting item)
6
Proposal to reappoint as member of the Supervisory Board (Voting items):
a. Mr. Elsendoorn
b. Mr. Lindenbergh
7
Proposal to grant authorities to the Management Board (Voting items):
a. authorisation to acquire own shares on behalf of the Company
b. designation as authorised body to resolve on the issue of shares
c. designation as authorised body to restrict or exclude the pre-emption
rights upon the issue of shares
8
Any other business
9Closing
Explanatory notes to the agenda
Item 2 on the agenda (Discussion item)
The Management Board will give a presentation on the Company’s achievements in 2013 and
the new strategy ‘Vision 2020: Smart Growth’.
After that, the General Meeting of Shareholders will be invited to discuss these topics, which are
also described in the Report of the Management Board in the 2013 Annual Report. The Report of
the Supervisory Board, which is also included in the 2013 Annual Report, can be discussed as well.
In the 2013 Annual Report, the way DOCDATA N.V. adheres to the Dutch Corporate Governance
Code is also described in the Report of the Management Board and the Report of the Supervisory
Board. The Rules concerning Corporate Governance, which have been implemented by the
Company, can be inspected and obtained through the corporate website of DOCDATA N.V.
(www.docdatanv.com), under Corporate Governance.
Item 3 on the agenda (Discussion item)
The Chairman of the Supervisory Board shall explain the Company’s remuneration policy for the
Management Board.
The remuneration policy for the Management Board is presented in the document ‘Remuneration
Report DOCDATA N.V. 2013’. This document can be inspected and obtained through the
corporate website of DOCDATA N.V. (www.docdatanv.com), under Corporate Governance.
Item 4.a on the agenda (Voting item)
Proposal to adopt the 2013 financial statements prepared by the Management Board.
Item 4.b on the agenda (Voting item)
Both the Chairman of the Supervisory Board and the Management Board shall explain the
Company’s reservation and dividend policy.
The dividend policy of DOCDATA N.V. is aimed at realisation of a high dividend return, for
which a payout ratio of at least 50% will be the starting point. The liquidity and solvency of
DOCDATA N.V., required for the execution of the strategy, will be taken into consideration.
The dividend policy could consist of an optional dividend, distributed entirely in cash or,
alternatively at the choice of the shareholder, in shares of the Company as a distribution
charged to the Share premium reserve.
Item 4.c on the agenda (Voting item)
Pursuant to Article 28 of the Company’s Articles of Association, the Management Board
proposes, which proposal has been approved by the Supervisory Board, to distribute from the
profit for the financial year 2013 a dividend of EUR 0.70 per share outstanding and to add the
remaining amount to the Other reserves.
When the General Meeting of Shareholders decides to accept this proposal, an amount of
approximately EUR 4.9 million will be distributed on 23 May 2014 as dividend out of the 2013
profit on the shares, which are held by other shareholders than the Company.
Item 4.d on the agenda (Voting item)
Proposal to discharge the Management Board for their management.
Item 4.e on the agenda (Voting item)
Proposal to discharge the Supervisory Board for their supervision.
Item 5 on the agenda (Voting item)
The General Meeting of Shareholders appointed Mr. M.E.T. (Marc) Verstraeten on 11 May 2006
as member of the Management Board of the Company in the position of Chief Financial Officer
(CFO) for his first term of four years and reappointed him on 12 May 2010 for a second term of
four years. This term will terminate at the General Meeting of Shareholders on 13 May
2014. Mr. M.E.T. Verstraeten is available for reappointment.
Proposal to reappoint Mr. M.E.T. Verstraeten as member of the Management Board of the
Company in the position of Chief Financial Officer (CFO) for a third term of four years
and therefore until and including the Annual General Meeting of Shareholders to be held
in 2018.
Mr. M.E.T. Verstraeten (Dutch, 1966, 48 years of age) has been employed by the Company
since 1 February 2001 and has held the position of Finance Director since 1 March 2002.
As of 11 May 2006, Mr. Verstraeten is a member of the Management Board of the Company
in the position of Chief Financial Officer (CFO). Mr. Verstraeten studied Business Economics
at the University of Tilburg and also completed the postgraduate program for Chartered
Accountants there.
Item 6.a on the agenda (Voting item)
According to the schedule for retirement by rotation, Mr. J.V. Elsendoorn will retire as
member of the Supervisory Board. The General Meeting of Shareholders appointed him on
11 May 2006 for a first term of four years and reappointed him on 12 May 2010 for a second
term of four years. Pursuant to Article 17.6 of the Company’s Articles of Association a
member of the Supervisory Board can serve a maximum of twelve years. Mr. Elsendoorn is
available for reappointment.
Proposal to reappoint Mr. J.V. Elsendoorn as member of the Supervisory Board of the
Company for a third and final term of four years, and therefore until and including the
Annual General Meeting of Shareholders to be held in 2018. After this term, Mr. Elsendoorn
cannot be reappointed anymore.
As referred to in Section 142(3) of Book 2 of the Civil Code, the following data are provided:
Mr. J.V. (Victor) Elsendoorn
• Year of birth: 1954 (age: 59)
• Profession: Managing Director of TNO Bedrijven B.V.
• Nationality: Dutch
• Ownership DOCDATA N.V. shares: none
• Membership of other Supervisory Boards: member of the Supervisory Board of
YES!Delft B.V.
• Other positions of important relevance to the board’s membership: none
Mr. J.V. Elsendoorn is being recommended for appointment on the basis of his knowledge with
regard to logistic processes and technology, as well as his broad general business experience.
Item 6.b on the agenda (Voting item)
According to the schedule for retirement by rotation, Mr. D. Lindenbergh will retire as
member of the Supervisory Board. The General Meeting of Shareholders appointed him on
11 May 2006 for a first term of four years and reappointed him on 12 May 2010 for a second
term of four years. Pursuant to Article 17.6 of the Company’s Articles of Association a
member of the Supervisory Board can serve a maximum of twelve years. Mr. Lindenbergh is
available for reappointment.
Proposal to reappoint Mr. D. Lindenbergh as member of the Supervisory Board of the
Company for a term of two years, and therefore until and including the Annual General
Meeting of Shareholders to be held in 2016. In order to achieve a more balanced spread of
the schedule for retirement by rotation of the Supervisory Board over the standard term of
appointment of four years, an abbreviated term for reappointment for Mr. Lindenbergh has
been opted for intentionally.
As referred to in Section 142(3) of Book 2 of the Civil Code, the following data are provided:
Mr. D. (Dirk) Lindenbergh
• Year of birth: 1949 (age: 65)
• Profession: director of Blikkenburg B.V. and Supervisory Board member
• Nationality: Dutch
• Ownership DOCDATA N.V. shares: 741,301 shares (10.59% of issued share capital)
• Membership of other Supervisory Boards: member of the Supervisory Board of Astor
Participaties II, BE Semiconductor Industries N.V., Midlin N.V. and DPA Group N.V.
• Other positions of important relevance to the board’s membership: none
Mr. Lindenbergh is being recommended for appointment on the basis of his general business
experience and his specific knowledge with regard to corporate finance, particularly in
relation to smaller public listed companies.
When the General Meeting of Shareholders decides to accept the proposals regarding the
reappointment as member of the Supervisory Board of the Company of Mr. J.V. Elsendoorn
(item 6.a on the agenda) and Mr. D. Lindenbergh (item 6.b on the agenda), the committees
of the Supervisory Board will keep the following composition.
Audit Committee
• Mr. A. Schouwenaar, Chairman
• Mr. J.V. Elsendoorn
• Mr. D. Lindenbergh
Remuneration Committee
• Mr. D. Lindenbergh, Chairman
• Mr. H.M. Koorstra
• Mr. A. Schouwenaar
When the General Meeting of Shareholders decides to accept the proposals regarding the
reappointment as member of the Supervisory Board of the Company of Mr. J.V. Elsendoorn
(item 6.a on the agenda) and Mr. D. Lindenbergh (item 6.b on the agenda), the schedule
for retirement by rotation of the Supervisory Board will be as follows:
• 2015: Mr. A. Schouwenaar
• 2016: Mr. D. Lindenbergh
• 2017: Mr. H.M. Koorstra
• 2018: Mr. J.V. Elsendoorn
Item 7.a on the agenda (Voting item)
Proposal to grant to the Management Board for a period of 18 months, up to 13 November
2015, the authority to acquire for the Company own shares, within the legal and statutory
boundaries, limited to the nominal value of the shares held by the Company in the share
capital to 10% of the issued share capital, against a price which is at least the nominal value
of the shares and utmost 110% of the opening price quoted for the shares on Euronext
Amsterdam on the day of the purchase or, if this price is not available, the previous closing
quotation of the shares on Euronext Amsterdam prior to the day of purchase.
Item 7.b on the agenda (Voting item)
Proposal to designate the Management Board, complying with Article 4.1 of the Articles of
Association of the Company, subject to the approval by the Supervisory Board, as the
corporate body which is authorised to resolve on the issue of - or on the granting of rights
to subscribe for - in total a maximum of 700,000 shares (10% of the number of issued shares),
for a period of 18 months and therefore up to 13 November 2015.
Item 7.c on the agenda (Voting item)
Proposal to appoint the Management Board, complying with Article 5.3 of the Articles of
Association of the Company, subject to the approval by the Supervisory Board, as authorised
to restrict or exclude the pre-emption rights upon the issue of shares for a period of 18
months and therefore up to 13 November 2015.

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