Questions & Answers
General
1. What does the agreement reached between VEB and Numico entail?
Numico and VEB have agreed that Numico will offer (hereafter the “Offer”) an additional payment per share to all former Numico shareholders who sold shares during the morning of 9 July 2007 between 9:00 a.m. and the suspension of trade that occurred on that day at 12:14 p.m. Around 5:30 p.m. that day Numico and Danone jointly announced the intended public takeover bid for Numico.
2. What amount comprises the additional payment per share?
The additional payment per share comprises, dependent on the time a transaction was ordered and concluded on 9 July 2007:
- EUR 1.00 per share for transactions that have been concluded from 9:00 a.m. until 9:30:00 a.m.;
- EUR 1.50 per share for transactions that have been concluded from 9:30:00 a.m. until 10:30:00 a.m.; and
- EUR 3.00 per share for transactions that have been concluded from 10:30:00 a.m. until 12:14 p.m.
3. Under which conditions is the Offer made?
The Offer is subject to a number of conditions. One important condition of the Offer is that former shareholders agree to waive any existing or future claims with respect to this matter that they may have vis-à-vis Numico and certain parties related to Numico and agree to a final discharge. An extensive overview of all terms and conditions of the Offer are set out in the application form and annexes thereto, which is available on the websites www.numicoschikking.nl (Dutch) and www.numicosettlement.com (English).
4. Is agreement between VEB and Numico executed under independent supervision?
Yes. The foundation Numico Supervision Settlement Foundation (Stichting Toezicht Numico Schikking) will monitor and supervise the execution of the agreement. VEB as well as Numico have a seat in the Board of this foundation. In addition, in the unfortunate event of any disputes, independent dispute resolution by an arbitrator will be available.
5. What is the role of VEB in this settlement?
VEB, as a representative and reputable Dutch shareholders’ organisation, acts for the benefit of all former Numico shareholders who sold shares on 9 July 2007 and has been instrumental in reaching this agreement. VEB has indicated that it appreciates the willingness of Numico to enter into this agreement and that it will actively recommend and endorse the Offer. VEB will furthermore continue to be involved in the settlement execution process and participate in the Board of the Numico Supervision Settlement Foundation (Stichting Toezicht Numico Schikking), which foundation will be charged with the supervision of the execution of the agreement reached between Numico and VEB (see (4) above).
6. What are the possible tax consequences of accepting the Offer and receiving the additional payments?
This depends on your individual circumstances. Numico does not give any tax advice in this respect. You are advised to consult your tax adviser.
Who are eligible?
7. Who are eligible to receive the additional payments under the Offer?
All former Numico shareholders who can indisputably demonstrate that they for their account and risk have sold Numico shares on the Euronext Amsterdam stock exchange on 9 July 2007 between 9:00 a.m. and 12:14 p.m. are eligible for receiving additional payments. The amount of these payments is dependent on the time when a transaction was concluded or ordered, provided it can indisputable be demonstrated that the transaction was concluded on 9 July 2007 (see (2) for the amounts per share).
8. Are former holders of derivatives of Numico shares also eligible to receive additional payments under the Offer?
No. VEB and Numico have excluded former holders of derivatives of Numico shares from the Offer.
9. Are former Numico shareholders who traded Numico shares outside the Euronext Amsterdam stock exchange also eligible to receive additional payments under the Offer?
No. VEB and Numico have excluded former Numico shareholders who traded Numico shares outside the Euronext Amsterdam stock exchange from the Offer.
10. Will eligible former Numico shareholders automatically receive the additional payments?
No. Each former Numico shareholder who wishes to participate in the settlement must (actively) apply to receive the additional payments per share (see (11)). An application form is available on the websites www.numicoschikking.nl (Dutch) and www.numicosettlement.com (English).
Application
11. How can eligible former Numico shareholders apply for the settlement?
Former Numico shareholders who consider themselves eligible for receiving additional payments under the Offer can submit to Numico an application form that is available on www.numicoschikking.nl (Dutch) and www.numicosettlement.com (English). Evidence, indisputably demonstrating that the applicant for its own account and risk has sold Numico shares on the Euronext Amsterdam stock exchange on 9 July 2007 between 9:00 a.m. and 12:14 p.m., should be enclosed with the application form (see (15)). More information on the application process and the conditions for application are set out in the application form.
12. How can the application form be submitted?
The application form, accompanied by the necessary documentary evidence, can be submitted by regular or registered mail to the following address:
Numico / Danone Baby and Medical Nutrition B.V.
Attn: Finance Department (Numico Settlement)
PO Box 75538
1118 ZN SCHIPHOL
The Netherlands
Numico will acknowledge the receipt of your application form. If within three weeks after having submitted your application you have not received such acknowledgement, please contact Numico at telephone number +31 20 456 9120. Please note that, unfortunately, it is not possible to submit application forms electronically.
13. What is the deadline for submitting the application form?
You must ensure that the application form, accompanied by the necessary documentary evidence, will be received by Numico by 15 September 2009 at the latest. Numico will register application forms it receives by date of receipt.
14. What happens if the application form arrives late (after 15 September 2009) at Numico?
If an application form is received late (i.e. after 15 September 2009) by Numico you will not be entitled to receive the additional payments set out in the Offer and Numico will no longer process your application.
Evidence
15. How can I indisputably demonstrate my entitlement to the additional payments under the Offer?
In order to successfully apply for receiving the additional payments under the Offer, former Numico shareholders must indisputably demonstrate that they for their own account and risk have sold Numico shares on the Euronext Amsterdam stock exchange on 9 July 2007 at a certain time (hours : minutes : seconds) between 9:00 a.m. and 12:14 p.m. Documentary evidence demonstrating your entitlement can be obtained from your bank. In certain cases you will, in addition to asking your bank, also have to ask one or more other financial institutions that in their capacity as intermediary financial institutions between your bank and the Euronext Amsterdam stock exchange held custody over shares for which you request additional payments, to provide documentary evidence. More information on these circumstances and the information to be provided by your bank and other financial institutions is provided in the application form that is available on the websites www.numicoschikking.nl (Dutch) and www.numicosettlement.com (English). All necessary documentary evidence should be enclosed with your application form. Potential applicants are advised that – dependent on the individual circumstances of the applicant – it may take time to gather the necessary documentary evidence.
16. My bank is not willing to cooperate with my request to provide the required documentary evidence. What should I do?
The documentary evidence is needed to demonstrate an applicant’s entitlement to the additional payments. You may want to contact VEB, who may offer advice and help in this respect. Moreover Numico has agreed with VEB to make a joint request with the applicant to any banks that do not cooperate in order to receive the required documentary evidence, however, without contributing in any costs.
17. My bank only provides me with documentary evidence which indisputably demonstrates that my order to sell shares was executed on a certain time during Monday morning 9 July between 9:00 a.m. and 12:14 p.m. and that said shares have also been transferred on 9 July 2007.
This would not qualify as the documentary evidence that is needed to indisputably demonstrate an applicant’s entitlement to the additional payments. However, Numico has agreed with VEB that Numico, to its own discretion, may also accept as evidence the official and certified statement of a bank or broker of good repute that the applicant did make the order to sell Shares at a certain time on 9 July 2007, if followed by a transaction on that day (also see (16)).
18. My bank only provides me with documentary evidence which indisputably demonstrates that for my own account and risk a transaction was concluded on 9 July 2007, without specifying a specific time (hours : minutes : seconds) when the transaction was concluded.
Documentary evidence indisputably demonstrating that for your own account and risk Numico shares were sold on the Euronext Amsterdam stock exchange on 9 July 2007 at a certain time (hours : minutes : seconds) between 9:00 a.m. and 12:14 p.m. is required. However, if the documentary evidence submitted (only) indisputably demonstrates that for your own account and risk a transaction was concluded on 9 July 2007, Numico will treat this as a transaction for which an applicant, who complies with the other conditions to the Offer, will be eligible to receive an additional payment per share of EUR 1.00.
Payment of the additional payments
19. When will the additional payments be made?
Numico intends to effect the payments within 90 days after an application has been submitted and received by Numico and subsequently it has been decided that entitlement to payment exists. Numico furthermore intends to ultimately effect all payments on 31 December 2009.
Questions and additional information regarding the (execution of the) agreement reached between VEB and Numico
20. Where can I find information regarding the agreement and the Offer to former Numico shareholders?
The application form, containing the Offer and all terms and conditions thereto is available on the websites www.numicoschikking.nl (Dutch) and www.numicosettlement.com (English).
21. Who can I contact with questions?
You can call Numico at telephone number +31 20 456 9120 for more information. However, you are kindly requested to first read this Q&A and the information provided in the application form.
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