CorporateInvestorsApril 23, 2020

Wolters Kluwer result of 2020 Annual General Meeting of Shareholders

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 wolterskluwer.com/agm shortly.

About Wolters kluwer

Wolters Kluwer (WKL) is a global leader in professional information, software solutions, and services for the health, tax & accounting, governance, risk & compliance, and legal & 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.

About Wolters kluwer

Wolters Kluwer (WKL) is a global leader in professional information, software solutions, and services for the health, tax & accounting, governance, risk & compliance, and legal & 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.

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.
Contacts
Annemarije Dérogée-Pikaar
Annemarije Dérogée - Pikaar
Director, Corporate Affairs & Communications
Global Branding & Communications
Meg Geldens
Meg Geldens
Vice President, Investor Relations
Investor Relations