Boskalis_Annual_Report_2016

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ANNUAL REPORT 2016 – BOSKALIS
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OTHER INFORMATION
DISCLOSURES REQUIRED BY THE
DECREE ARTICLE 10 OF THE EU
DIRECTIVE ON TAKEOVER BIDS
Under the Decree article 10 of the EU Directive on takeover bids
companies whose securities are admitted to trading on a regulated
market must disclose information in their annual reports on matters
including their capital structure and the existence of any shareholders
with special rights. In accordance with these requirements, Boskalis
hereby makes the following disclosures:
a. For information on the capital structure of the company, the
capital and the existence of various types of shares, please
of the notes to the consolidated financial
statements in this annual report. For information on the rights
attached to these shares, please refer to the company’
hich can be found on the company website.
To summarize, the rights attached to ordinary shares comprise
pre-emptive subscription rights upon the issue of ordinary
shares, the entitlement to attend the General Meeting of
Shareholders, and to speak and vote at that meeting, and the
right to distribution of such amount of the company’s profit as
remains after allocation to reserves. As at December 31,
2016 the issued capital consisted exclusively of ordinary
shares (partly registered and partly bearer shares (aandelen
aan toonder)). These are only issued against payment in full.
b. The company has imposed no limitations on the transfer of
ordinary shares. The Articles of Association have stipulated a
blocking procedure for protective preference shares. The
company is not aware of any shares having been exchanged
for depositary receipts.
c. For information on equity stakes in the company to which a
notification requirement applies (pursuant to Sections 5:34,
5:35 and 5:43 of the Financial Supervision Act), please refer
to the section of this
annual report. Under the heading ‘Shareholders’ you can find
a list of shareholders who are known to the company to have
holdings of 3% or more at the stated date.
d. There are no special control rights or other rights associated
with shares in the company.
e. The company does not operate a scheme granting employees
rights to acquire or obtain shares in the capital of the company
or any of its subsidiaries.
f. No restrictions apply to voting rights associated with the
company’s shares, nor are there any deadlines for exercising
voting rights.
g. No agreements with shareholders exist which may result in
restrictions on the transfer of shares or limitation of voting rights.
h. The thresholds for shareholders to exercise the right of inquiry
(het enquêterecht) are based on article 346 sub clause 1 under
c of the Dutch Civil Code, regardless of the current nominal
share capital of the company.
i. The rules governing the appointment and dismissal of members
of the Board of Management and the Supervisory Board and
amendment of the Articles of Association are stated in the
company’s Articles of Association. Members of the Board of
Management and Supervisory Board are appointed and
dismissed by the General Meeting of Shareholders on binding
nomination of the Supervisory Board. The General Meeting of
Shareholders may pass a resolution to deprive the binding
nature of the nomination for the appointment or dismissal of
any member of the Board of Management or the Supervisory
Board by at least a majority of two/thirds of the votes cast,
representing more than one-half of the company’s issued share
capital. An amendment of the company’s Articles of
Association requires a decision by the General Meeting of
Shareholders in response to a proposal made by the Board of
Management with the approval of the Supervisory Board.
j. The general powers of the Board of Management are set out in
the Articles of Association of the company. The powers of the
Board of Management in respect of the issuance of shares in
the company are set out in article 4 of the company’s Articles
of Association. To summarize, the General Meeting of
Shareholders – or the Board of Management authorized by the
General Meeting of Shareholders – takes the decision, subject
to prior approval by the Supervisory Board, to issue shares,
whereby the issue price and other conditions relating to the
issue are determined by the General Meeting – or the Board
of Management authorized by the General Meeting of
Shareholders. In the event the Board of Management is
authorized to take decisions with respect to the issue of shares,
the number of shares that may be issued as well as the term of
the authorization must also be determined. Procedures
governing the acquisition and disposal by the company of
shares in its own capital are set out in article 7 of the Articles
of Association. To summarize, the Board of Management may
decide, subject to authorization by the General Meeting of
Shareholders and to prior approval by the Supervisory Board,
for the company to buy back fully paid-up shares up to a
statutory maximum of 50% of issued capital. Decisions