Description of the corporation

Roto Smeets Group NV is a Dutch corporation with its head office in Deventer. The corporation operates as a holding company for the businesses that form part of the Group, both at home and abroad.
Roto Smeets Group is fully structured corporation.
The Group's shares are quoted on the NYSE, Euronext Amsterdam. Roto Smeets Group supplies a wide range of graphics and communications services and products both at home and abroad. Roto Smeets Group comprises more than 20 private limited companies, employing some 1,700 people at the end of 2011. Except for the participation (40%) in Business Media, at year end 2011 all operating companies are wholly owned subsidiaries.

Capital structure
The Group's capitalization is € 75 mln, divided into 7,500,000 ordinary shares and 7,500,000 preference shares, each with a nominal value of € 5. At 31 December 2011, 3,290,275 ordinary shares had been issued and placed.

Foundation 'Stichting Preferente Aandelen Roto Smeets Group NV'
The Roto Smeets Group NV Preference Shares Foundation is established in Deventer to safeguard the Group's interests and of all parties involved, both directly and indirectly. The Foundation has an independent board (see the statement of independence on p. AA 67).

The board's members are:
Prof. Mr. M.W. den Boogert, chair
Mr. R.P. Voogd
W.H. Weiland

Shareholders
Major shareholders as of 14 March 2012, entered in the registry of major shareholders maintained by the Financial Markets Authority [Autoriteit Financiële Markten] are:

Supervisory Board
According to the statutes, the Supervisory Board shall consist of at least 3 members. In 2011 the Chair of the Supervisory Board was temporarily appointed to the position of interim CEO. In that capacity he did not sit on the Supervisory Board in the reporting year, and one of the remaining commissioners acted as temporary Chair.
The Supervisory Board's regulations and the associated member profile are available on the corporate website and also from the Group's head office.
The Supervisory Board members are provided an emolument that is independent of profits. The members may in principle sit on the Board for at most three terms, each of four years.

On 14 March 2012 the Supervisory Board comprised the following members:
Drs. R. Blom, interim Chair
H.C.A. Groenen
Drs. H.C.P. Noten
Drs J.H.M. Rijper

The present members of the Board are due to retire according to the following scheduke:

	appointed	reappointed	for re-election
Drs R. Blom	2009		2013
H.C.A. Groenen	2004	2008	2012
Drs. H.C.P. Noten	2005	2009	2013
Drs. J.H.M. Rijper	2011		2015

Management Board
In view of the Group's size, the Management Board's tasks are performed by a single person who manages the Group. His/her responsibilities include the achievement of the corporate objectives, strategy with associated risk profile, development of results, and such aspects of socially responsible business practice as are relevant to the Group.

After the departure of the previous CEO at the end of 2010, the post was temporarily filled by the then Chair of the Supervisory Board in 2011, Mr. R.A.J. Huyzer.
As of 30 January 2012, Mr. J.A. de Haas was engaged as Group CEO.

Central Works Council
The Group has a mature, representative negotiating body comprising a Central Works Council and local works councils in the individual business units.

The Central Works Council's daily management is as follows:
F. Bijsterbosch, Chair
G.J. Willemsen
A.T.M. Stevens, official secretary

Important financial dates 2012

AGM called	28 March 2012
Registration day	11 April 2012
AGM	9 May 2012
Business update Q1	9 May 2012
Half-year figures	23 August 2012
Business update Q3	8 November 2012