Expert Corporate Governance Service (ECGS)
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Wolters Kluwer April 18th, 2019

In general, Wolters Kluwer is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 5a, it is proposed to newly appoint Mr. Bernard Bodson as Member of the supervisory board. Although he is considered independent, ECGS has concerns over his aggregate time commitments. Mr. Bodson is currently already serving as Chief Digital Officer of Novartis AG (listed) and non-executive director of Electrocomponents plc (listed). Taking into account his proposed appointment at Wolters Kluwer (listed), the number of mandates held would exceed ECGS' guidelines. In view of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE.

Under ITEM 7, the executive board seeks authorisation to repurchase own shares. Although the requested authority as such meets its guidelines, ECGS notes that the Company uses "per share" performance conditions and does not state whether the impact of these share repurchases will be neutralized. Since Wolters Kluwer has a history of share buybacks, ECGS cannot rule out the possibility that executive compensation has been impacted. Accordingly, ECGS recommends to vote OPPOSE.

Wolters Kluwer N.V. Cert.

Wolters Kluwer operates through four divisions: Health is a global provider of information for medical and health professionals; Financial & Compliance Services is a U.S. provider risk management, compliance, finance, and audit professionals the services they need to optimize risk and business performance, and ensure compliance with local, regional, and global regulation; Tax & Accounting is a provider of tax, accounting, and audit information, and services; and Legal & Regulatory provides customers with expert content, software, and services in the areas of law, business, and regulatory compliance in Europe, North America and Asia Pacific.


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