Exhibit (u)
SCRIPT
BAAN COMPANY N.V.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
August 18, 2000
A. Opening (Pierre Everaert) - 09:00 CET
a. Good morning. The meeting will come to order. My name is Pierre
Everaert, Chairman of the Board of Supervisory Directors. I am pleased
to resume my duties on the Board of Supervisory Directors, after having
served as Interim CEO since early January of this year. I will chair
this meeting in that capacity (in accordance with article 38 paragraph
1 of the Articles of Association).
b. I would like to welcome all the shareholders. I will introduce everyone
on the dais shortly, but I wanted to say at the outset that we have
limited today's meeting to only our shareholders, directors and
officers of the Company, and certain of the Company's outside advisers.
The media has not been invited. Officers of the Company will speak to
the media after the meeting to summarise what has been discussed. But,
as with our last meeting, due to the nature of this meeting, and to
provide the best atmosphere for a free and open exchange on the
important issues facing us, we have not invited the media to the
meeting itself. Consequently, if there are members of the media in the
room who are not here as shareholders of the Company, I would ask that
you politely excuse yourself from the proceedings. We would ask that
all shareholders observe our past practice of prohibiting the taking of
photographs or video or audio recordings of the meeting, to protect the
privacy of our shareholders and others in attendance. The company is
having a tape recording made of the proceedings that will be kept on
file, and we will of course prepare and make available to shareholders
that request them minutes of the meeting.
c. I will conduct this meeting in Dutch. The Company has arranged for
official translators from the European Union to be present. They will
assure simulta-
<PAGE>
U - 2
neous translation from Dutch to English. Because we are an
international company and because the official language within the
Company is English, anyone should feel free to speak English. In that
case the translators will assure simultaneous translation from English
to Dutch. All of you have been offered headphones needed for the use of
the translators. May I invite those who for some reason or other have
not been aware of this facility to go to the entrance and pick up one
of these headphones.
d. I hereby appoint Robert Goudie, the Company's General Counsel and
Secretary to the Board, as Secretary of this meeting and request that
he draw up the minutes. Let me also introduce the others joining me on
the dais today: next to me is Hans Wortmann, member of the Supervisory
Board and nominee to the Management Board. Next to Mr. Goudie is Ella
Adriaanse of Stibbe Simont Monahan Duhot here in the Netherlands, our
outside counsel. Stibbe will also supervise the shareholder statistical
work. To Ms. Adriaanse's right is Baan's Chief Financial Officer, Rob
Ruijter. I'd also like to recognize current member of the Management
Board Peter Aird, seated in the first row. Mr. Aird is resigning from
the Management Board as of today. Current Management Board member
Laurens van der Tang was unable to join us today.
e. The remaining active members of our Supervisory Board, David Hodgson
and William Grabe, were unable to join us in person today, but of
course have been fully briefed on all matters and contributed in
preparing today's meeting. Finally, as many of you know, the other
member of the Company's Supervisory Board, Joop Janssen, has been on
leave of absence for health reasons. I know all of you join me in
wishing Joop a speedy recovery. Both William Grabe and Joop Janssen are
resigning from the Supervisory Board as of this meeting. The terms of
the Supervisory Board memberships of David Hodgson and Hans Wortmann
expire today.
f. If anyone has not yet signed the register, please see the staff people
in the lobby and register with them now.
g. The agenda for this meeting has been timely published in Het
Financieele Dagblad and the Officiele Prijscourant of August 3, 2000.
The meeting has
<PAGE>
U - 3
therefore been duly convened in accordance with the Articles of
Association of the Company and valid resolutions can be adopted with
regard to all items on the agenda. There are no quorum requirements.
Any proposal subject to vote requires the approval of the majority of
the votes cast in order to be adopted. Each share in the Company
validly represented at the meeting is entitled to one vote.
h. I would like to now confirm with the Secretary the register for the
meeting. The Company's Secretary will now sign the register of
attendance in order to close it off.
i. As soon as we have done the necessary calculation, we will inform the
meeting how many shares are present or represented at this meeting, as
well as the percentage of the issued share capital that they in
aggregate represent.
B. Items of Business
a. I would like to turn now to today's agenda, which you see on the
screens before you. The first item on the agenda is the presentation of
the Annual Report of the Board of Managing Directors for the year ended
December 31, 1999, consideration and adoption of the Annual Accounts of
the Company for the year ended December 31, 1999, and discharge of the
members of the Boards of Managing and Supervisory Directors.
B.1 Annual Report of the Board of Managing Directors for the year ended
December 31, 1999:
a. Consideration and adoption of the Annual Accounts of
the Company for the year ended December 31, 1999
b. Discharge of the members of the Boards of Managing
and Supervisory Directors
<PAGE>
U - 4
a. The Annual Report and the Statutory Annual Accounts have been drawn up
by the Board of Managing Directors and approved by the Board of
Supervisory Directors of the Company. Copies have been deposited for
inspection by the shareholders at the Company's offices and at the
offices of ABN-AMRO Bank in Amsterdam. Furthermore, they have also been
made available on the Company's website at Baan.com. The report of
PriceWaterhouseCoopers N.V., the Company's independent auditors, is
included in the Statutory Annual Accounts.
b. According to the Dutch Civil Code (article 362 paragraph 7 of Book 2),
the Company's Statutory Annual Accounts can be prepared in a non-Dutch
currency if the activities of the Company or the international
diversity of its group so justify. The Company has prepared its
Statutory Annual Accounts in US dollars since 1994.
c. I will now turn the meeting over to our Chief Financial Officer, Rob
Ruijter, who will make management's presentation of the Annual Report
for the year ended December 31, 1999.
[Rob Ruijter]
d. Thank you Pierre. I will present the 1999 financial results and
highlight certain financial statement disclosures in the 1999 Annual
Report. You should have received a copy of the 1999 Annual Report. If
you need a copy of the 1999 Annual Report, copies are available at the
back of the room.
e. As indicated in the 1999 income statement, 1999 was a challenging year
for the Company resulting in a net loss of $309 million, or $1.43 per
share.
f. Total revenues were down $117 million, or 16%, from $736 million in
1998 to $619 million in 1999. This decrease was driven primarily by a
decrease in license revenue of $143 million, or 43%, from $336 million
in 1998 to $193 million in 1999. This decrease in license revenue was
attributable principally to:
<PAGE>
U - 5
o the changing competitive and economic environment the Company
was operating in during 1999;
o sales execution being negatively affected due to increased
education and training needed to transition the Company's
sales force from selling ERP applications to selling a broader
product suite incorporating Supply Chain Management and
Customer Relationship Management;
o the fourth quarter of 1998 business reorganization creating
additional challenges for the sales force;
o continued operational losses creating company viability
concerns; and
o an increase in personnel turnover during 1999.
g. Maintenance and service revenue increased slightly to $426 million in
1999 from $400 million in 1998.
h. The Company recognized charges of approximately $43 million in 1999 for
write-downs of capitalized software development costs. These charges
were taken to reflect a reduced net realizable value of certain
software products resulting from the Company's change in product
strategy. In 1998, the Company wrote off approximately $10 million of
duplicative capitalized software in connection with the acquisition of
Coda during the second quarter of that year.
i. The Company also recognized other non-recurring charges in 1999
including approximately $24 million for write-downs of goodwill and
other tangible and intangible assets and $11 million related to a 4%
worldwide headcount reduction and the closing of 14 branch offices. The
$35 million of non-recurring charges in 1999 compares to $145 million
recognized in 1998. During the fourth quarter of 1998, the Company
undertook a comprehensive reorganization that included losses on the
disposal of certain non-strategic business entities, severance-related
costs for over 1,000 employees affected by the reduction-in-force,
costs related to the consolidation and closure of approximately 50
offices, and costs associated with the cancellation of certain
marketing and sales programs.
<PAGE>
U - 6
j. As we look at the Balance Sheet summary as of December 31, 1999, cash
and marketable securities remained relatively flat from 1998 ending the
year at approximately $197 million. We will review the 1999 statement
of cash flows later in the presentation.
k. Accounts receivable decreased $93 million, or 37%, from $252 million in
1998 to $159 million in 1999 due primarily to the decrease in revenues.
l. Deferred revenue represents principally the unrecognized balance of
annual maintenance and support billings recognized ratably over the
year. The majority of maintenance and support billings occur at the
beginning of the year.
m. Long-term debt consists principally of the Company's convertible
subordinated notes due December 15, 2001.
n. Finally, the Company ended 1999 with negative equity of approximately
$8 million.
o. As seen in the statement of cash flows, the Company began 1999 with
approximately $207 million and used $140 million in operating
activities during the year. The Company also used $28 million in
investing activities including acquisitions and purchases of equipment.
The Company generated $159 million from financing activities including
$135 million of investments from Fletcher International. The Company
ended 1999 with cash and marketable securities of $197 million.
p. The 1999 Annual Report includes several new disclosures including
certain significant subsequent events in 2000 and a "going concern"
emphasis paragraph in the auditor's report and related disclosure.
q. The 1999 Annual Accounts reflect a reduction in revenue of
approximately $16 million from the Company's previously announced
year-end results on February 3, 2000. This reduction, representing
approximately 2.5% of total revenues, is due principally to the
non-payment of certain 1999 accounts receivable during the first half
2000. The Company's internal revenue recognition policy stipulates that
at least 80% of a transaction must be collected within six months in
order for revenue to be recognized. Due principally to concerns
<PAGE>
U - 7
related to the Company's viability, collections during the first half
of 2000 were negatively impacted resulting in the reversal of certain
1999 revenue.
r. Significant financial transactions occurring during the first half of
2000 were disclosed under "subsequent events" in the footnotes to the
1999 Accounts. These financial transactions include the conversion of
convertible notes, the sale of the Company's investment in Meta4, the
sale of the Coda business unit, and the Bear Stearns equity line.
s. Also disclosed in the 1999 Annual Report is the Invensys cash tender
offer of 2.85 Euros per share.
t. The 1999 Accounts include a "going concern" emphasis paragraph in
PricewaterhouseCoopers auditor's report and related disclosures in the
footnotes to the financial statements. Those disclosures include
discussion of:
o significant losses in 1999 and 1998 of $310 million and $315
million, respectively;
o eight consecutive losses of operational losses, including, as
previously announced on July 20, 2000, an expected loss for
the second quarter of 2000 of between $85 million and $95
million on revenues of between $70 million and $80 million;
o ending 1999 with negative equity would potentially result in
the AEX putting the Company on a special listing status;
o the Company's share price would likely drop below $1 per share
if a viable solution is not found;
o a fundamental restructuring of the business would be required,
including downsizing the Company by more than one-half;
o alternative financing to fund operations and to finance the
restructuring would be challenging to find and would most
likely be at unfavorable terms;
o there would likely be an accelerated loss of key personnel;
o these factors could likely reinforce customer concerns about
the continued viability of the Company and create an even more
challenging climate to close transactions.
<PAGE>
U - 8
u. With that, I will turn it back over to Pierre for questions.
[Pierre Everaert]
v. Thank you Rob for that presentation on our 1999 Accounts.
w. We will take questions now. May I ask by show of hands how many people
would like to speak? I'd ask that you step up the microphone. We will
answer any question before proceeding to the next person who will then
ask his or her question. Because we'd like to get to all questions, I
ask that you keep your questions short and to the point so that
everyone who wishes may have a chance to participate.
[Questions and Answers]
x. I thank you all very much for your questions.
y. I would like to proceed now to resolution 1 of this meeting: the vote
on the adoption of the Company's Statutory Annual Accounts for the year
ended December 31, 1999 and the discharge of the 1999 members of the
Boards of Managing and Supervisory Directors for the 1999 financial
year. This, in so far as their management and supervision,
respectively, is apparent from the Annual Report and the Statutory
Annual Accounts. z. For purposes of efficiency and time: may I take it
that this meeting resolves in favour of such adoption and discharge?
If yes: Thank you, then I conclude that this resolution is
hereby taken.
If no: Could those who think that we need to take a vote on
this resolution please raise their hands? Could those who do
not think that this is necessary please now raise their hands?
1) (If only a few shareholders seem to wish an
official vote) Thank you, then I conclude that there is only a
small minority of share-
<PAGE>
U - 9
holders who think we need to take a vote on this one.
Therefore I conclude that the resolution is adopted.
2) (If a considerable number of shareholders seem to
wish an official vote) I see that there is quite a number of
shareholders that are in favour of a more official voting
procedure. We will proceed with an official vote taken in
writing. We have a procedure for this that I will briefly
explain to you. May I ask all of you to co-operate with this
procedure?
The voting procedure is as follows:
- At registration in the lobby you received voting
cards containing your name and depository number
- Please indicate on the card for this agenda item
whether you vote in favor, against, or abstain
- our assistants will then collect the cards
- the cards will be checked with the meeting's register
- then the calculation of the votes in favour, against,
and abstentions will be counted
- meanwhile we will proceed with the agenda of this
meeting
- after the votes have been counted, we will disclose
the result either during or at the end of the meeting
B.2 Appointment of new members of the Board of Managing Directors
a. I would like to proceed to the next item on the agenda, which is the
appointment of new members of the Board of Managing Directors.
b. The Board of Supervisory Directors is pleased to recommend for
appointment a new board of Managing Directors. I will read their names
together with their current titles as approved by the Board of
Supervisory Directors, and provide a
<PAGE>
U - 10
brief biography of each nominee. I would ask each of the nominees
present here today to stand briefly once I've identified him so the
shareholders can put a face with the name:
Bruce Henderson - Chairman of the Management Board
Bruce comes to the Company from Invensys and is the Chief Executive of
Invensys' newly created Software & Systems Division, the division in
which Baan will play a prominent role. At Invensys, Bruce was appointed
Division Chief Executive of the Invensys Intelligent Automation
Division in September 1999. He previously served as Division Chief
Executive of the Invensys Controls Division from February 1999 to
September 1999 and President of Siebe Appliance Controls (one of the
predecessor companies to Invensys) from 1995 to February 1999. Bruce
was a McKinsey & Company consultant between 1977 and 1983. After
McKinsey, he served in a number of senior executive positions with TRW
Inc. between 1983 and 1995, including Managing Director, Quality Safety
Systems and Vice President and General Manager, Electronic Convenience
Systems.
Laurens van der Tang - President of the Management Board
As a Baan veteran Laurens of course is well known to many of you. He
joined the Company in June of 1986. After having held various positions
in Implementation and Consultancy, in October 1990 he became
responsible for Product Development, and in January 1992 he was named
Vice President, Product Development. In January 1995, he was promoted
to Vice President, Research and Development of the Company and, in
March 1997, to Executive Vice President, Research and Development. In
his most recent position, Laurens has been responsible for the
management and strategy of the Company's product research and
development groups.
David Wyman - Chief Financial Officer, Invensys Software and Systems
Division
David also joins us from Invensys, where he was appointed Vice
President-Transition for the newly created Invensys Software and
Systems Division in June 2000. He was previously Assistant Vice
President of Finance for the Invensys Controls Division, having joined
Invensys in late 1997 as the Assistant
<PAGE>
U - 11
Vice President of Finance for the Siebe Appliance Controls Group.
Between 1985 and 1997 he served in a number of senior Finance roles
with Texas Instruments.
Justin Besley - Treasurer
Also from Invensys, Justin was appointed Group Treasurer of Invensys
Plc. in February 1999. Previously, Justin served as Group Treasurer of
BTR Plc. (also one of the predecessor companies to Invensys) from
September 1998 to February 1999 and Head of Treasury Operations of BTR
Plc. from December 1993 to September 1998.
Tim Voak - Tax Director
Tim also joins us from Invensys, where he was appointed as Head of
Group Tax for Invensys Plc. on January 4, 2000. Previously, Tim served
as Group Tax Director at Lucas Industries and Lucas Varity Plc. from
June 1993 to December 1999. Prior to that he worked for The British
Petroleum Company Plc. (now BP Amoco Plc.) and the UK Inland Revenue.
Hans Wortmann - Senior Vice President Research & Development
Hans served as Supervisory Director of the Company from May 1995 to
date, most recently as its Interim Chairman, since Joop Janssen took a
leave of absence for health reasons. Since 1989, Hans has been a
Professor at the School of Technology Management of the Technical
University of Eindhoven, the Netherlands. Hans has also provided
consulting services to Baan Development B.V. in the area of overall
product architecture. He will be succeeding Laurens van der Tang as our
new head of research and development.
c. I'd like to note that the Supervisory Board fully supports this team.
It is a diverse group with a wide array of skills. The nominees coming
to us from Invensys, bring to us the experience that the Company
requires in this transitional period.
d. Are there any questions concerning the nominees? Please by show of
hands indicate who would like to ask questions concerning the
appointment of this
<PAGE>
U - 12
new Management Board. Again, I ask that we keep the questions to the
point so we can move through the agenda.
[ Questions and Answers]
e. May I take it that the meeting resolves to ratify these nominations?
If yes; Thank you, then I conclude hereby that the resolution
is taken.
If not; may I take it that the meeting agrees that we decide
and vote on these six nominees as one slate? In that case a
voting card will be handed out to all of you. For voting
procedure, see B.1.z (page 9) above.
If the shareholders do not agree to vote on the
nominees as one slate, a card with separate blocks
for each nominee will be handed out. For the voting
procedure, see B.1.z (page 9) above.
B.3 Appointment of new members of the Board of Supervisory Directors
a. I would now like to proceed to the next item on the agenda, which is
the appointment of new members of the Board of Supervisory Directors.
b. Proposed for appointment as members of the Board of Supervisory
Directors are the following persons. I will read each name together
with a brief biography. I would ask each present here to stand up
briefly following my introduction so the shareholders can put a face
with the name:
Kathleen A. O'Donovan (Chief Financial Officer, Invensys Plc.)
Kathleen O'Donovan was appointed Chief Financial Officer and a member
of the Board of Directors of Invensys Plc. in February 1999. Prior to
that time she had been Finance Director and a member of the Board of
Directors of Invensys predecessor BTR Plc. since 1991. She was a
Partner of Ernst & Young from
<PAGE>
U - 13
1989 until June 1991. She has also served since November 1997 as a
non-executive member of the Board of Directors of EMI Group Plc., a
listed British media group, and as a director of the Bank of England
since August 1999.
James F. Mueller (Chief Operating Officer, Invensys Plc.)
James Mueller was appointed as Chief Operating Officer of Invensys Plc.
in February 1999 and as a member of the Board of Directors from March
2000. He previously served as a member of the Board of Directors of
Siebe Plc. from April 1996 until February 1999. His prior appointment
had been as President and Chief Operating Officer of one of Invensys'
predecessor companies Siebe Temperature and Compliance Control from
1993 until February 1999. His business experience includes senior
executive positions with The Thomas Group, TRW Inc. and Bundy
Corporation.
James C. Bays (Senior Vice President, General Counsel and Chief Legal
Officer, Invensys Plc.)
Jim Bays was appointed as Senior Vice President, General Counsel and
Chief Legal Officer, Invensys Plc. in February 1999. He previously
served as Vice President, General Counsel and Chief Legal Officer of
Siebe Plc. since 1996. Prior to that time he had served in senior legal
positions with GenCorp Inc. and TRW Inc. and as an attorney at the law
firm of Jones, Day, Reavis & Pogue.
John B. Saunders (Senior Vice President and Director of Corporate
Strategy and Development, Invensys Plc.)
John Saunders was appointed as Senior Vice President and Director of
Corporate Strategy and Development, Invensys Plc. in February 1999. He
previously served as Director, Corporate Strategy and Development of
BTR Plc. from January 1996 until February 1999. His previous executive
experience has included appointments as Senior Vice President and
Director Corporate Strategy at SmithKline Beecham Plc. from 1988 until
1995, Director of Corporate Development at the Plessey Company Plc. and
Director, Strategic Consulting at PA Management Consultants.
<PAGE>
U - 14
Robert E. Goudie, Jr. (former Senior Vice President, General Counsel
and Secretary to the Board of the Company)
Robert Goudie joined the Company in April 1998 as Senior Vice
President, General Counsel and Secretary to the Board. He has continued
in that capacity through today's meeting, after which he will provide
consulting services to the Company to assist in the transition. As
Company General Counsel, he had global responsibility for all legal
operations of the Company. Prior to joining the Company, he was Vice
President, Assistant General Counsel at Simon & Schuster, Inc. Prior to
that, he was in the Litigation Department and Intellectual Property
Group at the law firm of Paul, Weiss, Rifkind, Wharton & Garrison, and
he also clerked for two years on the Federal Court for the Southern
District of New York.
c. Each person is nominated for appointment to a term starting today and
continuing through the Annual General Meeting of Shareholders to be
held in the year 2003.
d. Let me note that as most of you know, in early January of this year I
stepped down temporarily from the Board of Supervisory Directors to
serve as Interim Chief Executive Officer of the Company. Now that the
Invensys offer is behind us, I have resumed my duties as Chairman of
the Supervisory Board. My term continues through the Annual General
Meeting of Shareholders to be held in the year 2002.
e. Are there any questions concerning the nominees? Please by show of
hands indicate who would like to ask questions on this item. Again, I
ask that we keep the questions to the point so we can move through the
agenda.
[Questions and answers]
f. May I take it that the meeting resolves to agree with the ratification
of these nominations?
If yes, Thank you, then I conclude hereby that the resolution
is taken.
<PAGE>
U - 15
If not; may I take it that the meeting agrees that we decide
and vote on these five nominees as one slate? In that case a
voting card will be handed out to all of you. For voting
procedure, see B.1.z (page 9) above.
If the shareholders do not agree to vote on the
nominees as one slate, a card with separate blocks
for each nominee will be handed out. For the voting
procedure, see B.1.z (page 9) above.
B.4 Consideration and approval of the execution and performance by the
Company of the "Asset Purchase Agreement and Offer Amendment" dated
July 26, 2000 between the Company and Baan Software B.V. on the one
hand and Invensys Holdings Limited and Invensys Plc. on the other hand
and all transactions contemplated thereby
a. I'd like to move on to the next item on the Agenda, item 4. The
shareholders will be asked to consider, authorize, and approve an Asset
Purchase Agreement and Offer Amendment entered into among the Company,
its wholly-owned subsidiary, Baan Software B.V., Invensys Plc., and its
wholly-owned subsidiary, Invensys Holdings Limited. I will refer to
this agreement as the Purchase Agreement. A copy of the Purchase
Agreement has been available on the Company's website at Baan.com.
Copies are also available upon request here at the Meeting.
b. As you are aware, Invensys Holdings' offer to purchase all of the
Company's outstanding common shares for Euro 2.85 per share was
concluded on August 1st with approximately 72% of the shares tendered
to Invensys. At the June 29 Extraordinary General Meeting, we
extensively discussed Invensys' original offer, which the Management
Board and Supervisory Board recommended to the shareholders as the best
available alternative for the Company -- particularly considering,
among other things, the genuine possibility that the Company would have
to file for "surseance van betaling" or bankruptcy protection if the
Invensys transaction would not proceed. The Invensys tender offer was
conditioned on at least 95% of the Company's outstanding shares being
tendered by the expiration of the offer. That number was not reached,
and Inven-
<PAGE>
U - 16
sys reiterated to Company management that Invensys would not close the
tender offer unless it could be certain of gaining full control of
Baan's business. The Purchase Agreement achieves that, by transferring
all of the Company's assets and liabilities to Invensys. In return for
entering into the Purchase Agreement, Invensys agreed to waive the 95%
requirement and the tender offer became unconditional in July. Upon
completion of the transfer of assets, the Company would be liquidated
since it would no longer have assets or liabilities other than the
purchase price paid by Invensys for the Company's assets. It is
expected that liquidation would occur within the next twelve months,
though not prior to January 1, 2001. The Purchase Agreement provides
that the Company would have sufficient assets to distribute (on a gross
basis) to or on behalf of its shareholders Euro 2.85 per share, with
the intention of therefore giving all shareholders - those who tender
and those who don't - the same amount for their shares. However, I want
to emphasize here that tax treatment of monies received by shareholders
in liquidation may be different than those received in a tender offer
and I would urge you to seek independent tax advice. In addition, there
will also be a difference in the time of payment to a shareholder that
awaits liquidation (some time next year) versus those who tender shares
prior to August 29th, which is the current deadline Invensys has set
for tendering of any outstanding shares. Invensys has stated that it
will pay shareholders that tender their shares during this extended
period the Euro 2.85 within three business days after the termination
of that period. Please note that any shares tendered during this period
may not be withdrawn.
c. Are there any questions concerning this item? Please by show of hands
indicate who would like to ask questions on this item. Again, I ask
that we keep the questions to the point so we can move through the
agenda.
[Questions and answers]
d. I would like to proceed now to resolution on this item: the approval of
the execution and performance by the Company of the "Asset Purchase
Agreement and Offer Amendment" dated July 26, 2000 between the Baan
Company N.V. and Baan Software B.V. on the one hand and Invensys
Holdings Limited and Invensys Plc. on the other hand and all
transactions contemplated thereby.
<PAGE>
U - 17
e. For purposes of efficiency and time: may I take it that this meeting
resolves in favour of such adoption?
If yes: Thank you, then I conclude that this resolution is
hereby taken.
If no: Could those who think that we need to take a vote on
this resolution please raise their hands? Could those who do
not think that this is necessary please now raise their hands?
1) (If only a few shareholders seem to wish an
official vote) Thank you, then I conclude that there is only a
small minority of shareholders who think we need to take a
vote on this one. Therefore I conclude that the resolution is
adopted.
2) (If a considerable number of shareholders seem to
wish an official vote) I see that there is quite a number of
shareholders that are in favour of a more official voting
procedure. We will proceed with an official vote taken in
writing. For voting procedure, see B.1.z (page 9) above.
B.5 Partial amendment of the Company's Articles of Association to change
the financial year of the Company from the calendar year to a financial
year from September 1 through August 31
a. We have come to the final item on the Agenda, the partial amendment of
the Company's Articles of Association to change the financial year of
the Company from the calendar year to a financial year from September
1st through August 31st. Currently, the fiscal year for the Company and
its subsidiaries is the normal calendar. The transfer of assets under
the Asset Purchase Agreement - which would of course include the
transfer of the Company's subsidiaries - is expected to take place on
or around September 1st of this year. As a result of this asset
transfer, Baan Company N.V. and Baan Software B.V. (the
<PAGE>
U - 18
selling parties) will have taxable income (the purchase price paid by
Invensys). It is important that accrued losses are available to the
maximum extent to offset any tax liability on this income. However,
under the Dutch tax rules the closing of the Asset Purchase Agreement
would make tax losses accrued during the current fiscal year
unavailable. Therefore, the losses accrued in the fiscal year 2000
could not be used to offset the income gain from the sale. By changing
the financial year to end on August 31, 2000 and closing the Asset
Purchase Agreement thereafter, this will ensure that full tax losses
accrued in the fiscal year 2000 will be available to the Company. In
short, this change is being done to ensure maximum tax benefit to the
Company in connection with the asset sale.
b. Are there any questions concerning this item? Please by show of hands
indicate who would like to ask questions on this item. Again, I ask
that we keep the questions to the point so we can move through the
agenda.
[Questions and answers]
c. May I take it that the meeting resolves to agree with the ratification
of the amendment of the articles of association?
If yes: Thank you, then I conclude that this resolution is
hereby taken.
If no: Could those who think that we need to take a vote on
this resolution please raise their hands? Could those who do
not think that this is necessary please now raise their hands?
1) (If only a few shareholders seem to wish an
official vote) Thank you, then I conclude that there is only a
small minority of shareholders who think we need to take a
vote on this one. Therefore I conclude that the resolution is
adopted.
2) (If a considerable number of shareholders seem to
wish an official vote) I see that there is quite a number of
shareholders that are
<PAGE>
U - 19
in favour of a more official voting procedure. We will proceed
with an official vote taken in writing. For voting procedure,
see B.1.z (page 9) above.
B.6 Any other business as may properly come before the Meeting
a. I would like to open the floor to our shareholders for any other
business.
B.7 Questions
a. Before closing the meeting, I'd like to ask whether any one has any
further questions?
C. Closing
a. We have no further items on the agenda, and there being no further
business, the meeting is now adjourned. I would like to thank you all
very much for attending this meeting and for your participation. As
usual, some members of the Company will join you for coffee and donuts
outside the hall. Several, however, including Mr. Everaert, Mr. Goudie
and Mr. Ruijter must leave immediately for a press conference that has
been scheduled to brief the media on today's meeting. Again, thank you
for coming.
* * *
