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Oce shareholders adopt proposed resolutions

Monday, February 15, 2010

Press release from the issuing company

Venlo, The Netherlands - Rokus van Iperen, Chairman of the Board of Executive Directors of Océ, today informed an Extraordinary General Meeting of Shareholders about the status of the published Offer by Canon Inc., via Canon Finance Netherlands B.V., for the shares of Océ N.V. made on 28 January 2010. Following the presentation by the Chairman of the Executive Board, an elaborate exchange of ideas took place with regard to several aspects of the Offer, including the offer price and future governance.

Furthermore, the following resolutions were adopted in connection with the Offer.

Approved resolutions
The meeting granted discharge and release to the resigning members of the Supervisory Board, under the condition precedent that the discharge and release will be effective on the Settlement Date, and therefore under the condition precedent that the Offer is declared unconditional.

Mr. T. Tanaka will be appointed as member of the Supervisory Board effective as per Settlement Date, and therefore under the condition precedent that the Offer is declared unconditional.

Mr. S. Liebman will be appointed as member of the Supervisory Board effective as per Settlement Date, and therefore under the condition precedent that the Offer is declared unconditional.

Mr. N. Eley will be appointed as member of the Supervisory Board effective as per Settlement Date, and therefore under the condition precedent that the Offer is declared unconditional.

Mr. J.M. van den Wall Bake will be appointed as member of the Supervisory Board effective as per Settlement Date, and therefore under the condition precedent that the Offer is declared unconditional.

The meeting approved the amendment of the Articles of Association, under the condition precedent that the Offer is declared unconditional.

The amendment of the Articles of Association is related to the following three main subjects:
    * elimination of the cumulative protective preference shares;
    * deletion of the transfer restriction re convertible cumulative financing preference shares; and
    * changes to corporate governance structure.

 

 

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