Compliance with the Dutch Corporate Governance Code

The Supervisory Board and Management Board, who bear jointly responsibility for the Company's corporate governance structure, subscribe to virtually all principles and best practices set down in the Dutch Corporate Governance Code, and effectively apply them. Ordina N.V. tabled its response to the Dutch Corporate Governance Code during the Annual General Meetings of Shareholders of 2004 and 2005, and deviates from the Code in some minor respects only:

• The current members of the Management Board do not have employment contracts of definite durations. We will consider offering new members of the Management Board employment contracts with a definite duration.
• Ordina uses a restricted list of funds that are subject to an investment ban by managing directors and supervisory directors instead of using a system of periodic internal notice of securities holdings.
• There are no contractual agreements concerning maximum severance payments for Management Board members.
• Ordina has no outstanding preference shares. Voting rights attached to preference shares are no different than those attaching to ordinary shares, since preference shares can be used for financing as well as anti-takeover purposes.
• We have not compiled a list of potential anti-takeover measures, since we are not convinced of their effect on a company such as Ordina.
• At Ordina, the Management Board is the first point of contact for the independent external auditor. If necessary or appropriate, the independent external auditor and the Supervisory Board can enter into consultations directly without any involvement on the part of the Management Board.

For details on our views in relation to all principles and best practices outlined in the Code, we refer to our full-scope response to the Code, which is posted on our website.

The Supervisory Board and the Management Board will review the updated Dutch Corporate Governance Code in the first half of 2009. In doing so, it has been assumed that this Code will take effect from the financial year 2009 onwards. Corporate governance and Ordina's response to the updated Dutch Corporate Governance Code will be topics for discussion at the Annual General Meeting of Shareholders of 2010.

Governance structure