Annual report 2019

159

Management may decide, subject to authorization by the General Meeting of Shareholders and 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 regarding the disposal of shares acquired by the company are taken by the Board of Management, subject to prior approval by the Supervisory Board. k. With the exception of the option agreement with Stichting Continuïteit KBW concerning the placement of cumulative protective preference shares as set out in section 28.4 of the fnancial statements, the company is not a party to any signifcant agreements which take effect or are altered or terminated upon a change of control of the company as a result of a public offer within the meaning of Section 5:70 of the Financial Supervision Act. The General Meeting of Shareholders of May 9, 2001 decided to grant Stichting Continuïteit KBW the right to acquire cumulative protective preference shares as a preventive measure against an unsolicited offer for the shares of the company. These shares may be issued in the event that (signifcant) influence is obtained or is threatened to be obtained by (legal) persons, who, without the involvement of the Board of Management, intend to acquire control over the company, without safeguards being in place for the independence and continuity of the company and its enterprise and without ensuring the interests of employees, other shareholders and other stakeholders of the company and its enterprise.

l. The company has not entered into any agreements with either members of the Board of Management or employees, which provide for a pay-out on termination of their employment as a result of a public offer within the meaning of Section 5:70 of the Financial Supervision Act.

Diving support vessel Boka Da Vinci near an FPSO

ANNUAL REPORT 2019 – BOSKALIS