Océ financing preference shares to remain shareholders' equity under IFRS

Venlo, the Netherlands, 22 March 2006—Océ N.V. announces that it has signed an agreement with certificate holders of its financing preference shares about changes in the conditions applying to these shares.
These changes are necessary for the financing preference shares to be considered as shareholders' equity under the new IFRS accounting rules.

The agreement is subject to approval by the Annual General Meeting of Shareholders of Océ N.V. to be held on
April 20, 2006. 

  • Important elements of the agreement are:
    The Executive Board of Océ will decide on the profit appropriation and accordingly on the dividend on these shares.

  • With effect from financial year 2006 (December 1, 2005), the cash dividend on these shares will increase from 3.761% to 4.5% per year.

  • Certificate holders of the financing preference shares can convert these shares into ordinary shares at a price of Euro 18.01 per share on November 30, 2012. This conversion price is 25% higher than the average market price of the Océ shares for the last 20 trading days before 21 March 2006.

  • If the market price of Océ shares on November 30, 2012 is higher than 130% of the conversion price, the certificate holders of the financing preference shares must pay the difference between the market price on that date and 130% of the conversion price to Océ in cash.

  • If the company is involved in a merger, or in the event of a public offer on Océ confirmed by the bidder, the certificate holders of the financing preference shares can convert these shares into ordinary shares of Océ.

  • Océ is under no obligation to repurchase the financing preference shares.

  • In relation to corporate governance, the voting rights on the preference shares can on request be transferred to the certificate holders based on the conversion price (6.35 : 1).

Commenting on this agreement, Jan van den Belt, member of the Océ Executive Board and Chief Financial Officer, said: "This agreement provides sustainable strengthening of the financing of Océ, through which a good balance is achieved between shareholders' equity and debt. This financing mix is an important foundation for the future development and profitable growth of the company."

For further information:

 Nick Gale
Manager Media Relations
Océ Technologies
Tel.: +31.77.359.5628
Email: nick.gale@oce.com