Annual report 2019

139

4. ISSUED CAPITAL AND OPTIONAL DIVIDEND The authorized share capital of EUR 4.8 million (2018: EUR 4.8 million) is divided into 240,000,000 (2018: 240,000,000) ordinary shares with a par value of EUR 0.01 (2018: EUR 0.01) each and 80,000,000 (2018: 80,000,000) cumulative protective preference shares with a par value of EUR 0.03 (2018: EUR 0.03) each. In 2019 a dividend of EUR 0,50 per share was distributed relating to the 2018 financial year for a total amount of EUR 67,0 million. Dividend to all shareholders was in cash. As a result no new ordinary shares were issued related to distributed dividend. A total of 2,341,189 shares were repurchased through the share buyback program (2018: 600,441).

2018

2019

(in number of ordinary shares)

Issued and fully paid shares entitled to dividend as at 1 January

130,677,293

134,067,826 - 2,341,189

Repurchased shares

- 600,441 3,990,974

Stock dividend

-

Issued and fully paid shares entitled to dividend as at 31 December

134,067,826

131,726,637

Treasury stock

1,310,512

3,651,701

Issued and fully paid shares as at 31 December

135,378,338

135,378,338

The issued capital as at 31 December 2019 consisted of 135,378,338 ordinary shares with a par value of EUR 0.01 each (2018: EUR 0.01) for a total amount of EUR 1.4 million (2018: EUR 1.4 million). On 15 March 2019 the Group announced a share buyback program, to reduce the capital outstanding. A total of 2,341,189 million shares representing an amount of EUR 46.8 million (including EUR 0.1 million dividend tax) were repurchased in 2019 as part of this program. The Stichting Continuïteit KBW received an option right to acquire cumulative protective preference shares in Royal Boskalis Westminster N.V. This option has not been exercised yet. Share premium comprises additional paid-in capital exceeding the par value of outstanding shares. Share premium is distributable free of tax. 5. OTHER RESERVES With regard to the difference between the cost price and equity value of joint ventures and associates recognized in accordance with the equity method, a legally required reserve is recognized due to a lack of control over the distribution of profits, only to the extent that these differences are not included in the accumulated currency translation differences on foreign operations. The legal reserve for non-distributed profits of group and/or joint ventures and associates amounted to EUR 131.4 million at the end of 2019 (2018: EUR 132.8 million). The legal reserve for joint ventures and associates is determined on an individual basis.

The other reserves recognized in the company balance sheet are disclosed in the notes to the consolidated financial statements (note 23.6).

6. PROFIT OR LOSS FOR THE YEAR An amount of EUR 9.2 million will be added to the retained earnings. The proposal to the Annual General Meeting will be to appropriate the remainder, EUR 65.7 million for a dividend payment to the shareholders of EUR 0.50 per ordinary share. The proposed dividend will be made payable in cash.

7. FINANCIAL INSTRUMENTS General

Pursuant to its use of financial instruments, the Group is exposed to credit risk, liquidity risk and market risk. The notes to the consolidated financial statements provide information on the Group’s exposure to each of these risks, its objectives, principles and procedures for managing and measuring these risks, as well as group capital management. These risks, objectives, principles and procedures for managing and measuring these risks as well as capital management apply mutatis mutandis to the company financial statements of Royal Boskalis Westminster N.V. Fair value The fair value of the majority of the financial instruments presented in the balance sheet, including receivables, securities, cash and cash equivalents and current liabilities are close to their carrying value.

ANNUAL REPORT 2019 – BOSKALIS A L 9 -- BOSKALIS