Novamedia wants to contribute to a better world through charity lotteries, media and publishing activities. Novamedia firmly believes that the world benefits from strong social organisations. It is our mission to set up and operate charity lotteries all over the world to raise funds for social organisations worldwide and increase awareness of their work. As the owner and creator of, and investor in charity lottery formats, Novamedia receives licence-revenues from these charity lotteries. This income is used for the (continued) development of its formats and above all, for further investments in setting up new charity lotteries and other activities with the sole objective to enable and support charitable and social initiatives in other countries. Raising funds for social organisations worldwide and increase awareness of their work is the core of Novamedia, and needs to be protected to ensure that generations to come will benefit from the work we do.

Governance

Novamedia’s new governance‚Ä®
In December 2017 Novamedia implemented a new governance structure. The basic principles are relevant to realising the mission and guaranteeing Novamedia’s continuity. Various safeguards have been designed to assure this continuity. We created a structure – consisting of different decision-making bodies – that facilitates the achievement of our goals. At the same time, it maintains our entrepreneurial spirit and protects against misuse both internally and externally. It protects the sale of shares in Novamedia and the intellectual property rights related to the Postcode Lottery format. Both can neither be sold without prior approval from five boards: the Board of Directors of Novamedia, the Supervisory Board of Novamedia, the Board of Stichting de Novamedia Fundatie (The Novamedia Foundation), the Appointment Board and the Board of Stichting Continuiteit (the Continuity Foundation).

Novamedia’s mission continuity is the main objective for The Novamedia Foundation. The foundation has been incorporated with the core function of perpetually holding all the shares in Novamedia Holding. The foundation will never transfer shares in Novamedia Holding to another party and Novamedia Holding will never transfer shares in Novamedia BV.

To further ensure the continuity of Novamedia and its mission, The Continuity Foundation came into existence. The objective of the Continuity Foundation is to safeguard the objectives and continuity of Novamedia. In case a request is brought before the Supervisory Board or the Board of the Novamedia Foundation to implement changes in Novamedia’s structure or to sell intellectual property rights related to the Postcode Lottery format, the following will happen: The Continuity Foundation will obtain a (deciding) share in Novamedia Holding and in Novamedia BV. Apart from this exceptional case, the Continuity Foundation does not have any control over Novamedia.

Novamedia Foundation Trust

During the transitional phase, constantly growing shares percentage came into the possession of the Novamedia Foundation Trust:

2008: 48.54%
2009: 48.54%
2010: 56.73%
2011: 61.73%
2012: 66.73%
2013: 81.03%
2016: 100%

Transitional phase: all Novamedia shares to the Novamedia Foundation
In order to make the Novamedia Foundation the sole shareholder, a transitional phase has taken place in which all shares have been transferred to the Novamedia Foundation. In 2008, all of the shareholders concerned established the basic price at which the Novamedia Foundation could purchase the shares during this transitional phase. This basic price was far below what is usual in share transactions in general.

The Novamedia Foundation financed the purchase of Novamedia shares between 2008 and 2013 by means of a bank loan and a loan from its ‘own’ Novamedia Holding B.V. The bank loan (€42 Million) could be paid off in 4 years because the remaining shareholders renounced their claim to a dividend since 2009 and the Novamedia Foundation had the disposal of it. The loan from Novamedia Holding B.V. has not yet been paid back entirely. In 2016, Cella Media B.V., of which Boudewijn Poelmann and Annemiek Hoogenboom are the owners, donated the remaining 18.97% of the shares to the Novamedia Foundation, on the condition that the usufruct remains with Cella Media, which proceeds will be donated annually to a charity fund. This now makes the Novamedia Foundation 100% owner of Novamedia shares, thus safeguarding continuity.

The transitional phase has thus been fully completed. Of the four founders of the Dutch Postcode Lottery, Boudewijn Poelmann is the only one who is still actively involved in Novamedia and the charity lotteries, as CEO.

Details of the transition phase: read more