Boskalis_Annual Report_2017

ANNUAL REPORT 2017 – BOSKALIS 17

Bilateral meetings and conference calls with analysts and existing or potential shareholders are not held during ‘closed periods’. Our policy of holding bilateral meetings with shareholders is set out in the Investor Relations section of our corporate website. OPEN DIALOGUE Following the publication of the annual and half-year results, we host comprehensive plenary analyst meetings which are also made available through a webcast. Following important announcements, we also contact shareholders proactively and we maintain regular contact with major investors and analysts, for example by providing the opportunity, where feasible, to visit a project or a vessel. At the beginning of the reporting year we presented our new Corporate Business Plan 2017-2019 which was a focal point of discussion in many investor meetings held in 2017. Netherlands, Belgium, France, Switzerland and the UK. Roadshows for institutional investors were organized in Canada, Denmark, Finland, France, Germany, Ireland, Luxemburg, the Netherlands, Japan, South Korea, Spain, Switzerland, Taiwan, the UK and the US. In addition, a large number of investor meetings took place at our head offce in the Netherlands. In 2017 more than 300 meetings were held with investors. Boskalis is covered by all the major Benelux brokers. We are in frequent contact with their analysts, who play a key role in distributing information to their clients about the markets in which Boskalis operates. On 10 May 2017, we held our Annual General Meeting (AGM) of Shareholders. More information on the AGM can be found on our corporate website. DIVIDEND The main principle underlying the Boskalis dividend policy is to distribute 40% to 50% of the net proft from ordinary operations as dividend. At the same time Boskalis aims to achieve a stable development of the dividend in the longer term. The choice of dividend – in cash and/or entirely or partly in shares – takes into account both the company’s desired balance sheet structure and the interests of shareholders. In 2017 we again hosted a broad roadshow and investor conference program. We participated in conferences in the

ISSUE AND REPURCHASE OF SHARES

Seventy-seven per cent (77%) of the 2016 dividend was distributed in the form of stock. As a consequence, the issued share capital as at 10 June 2017 increased by 3,275,042 shares to 133,351,894 ordinary shares with voting rights. Boskalis subsequently initiated a share buyback program to reduce the capital outstanding with the intention to neutralize the dilution resulting from the distribution of the 2016 stock dividend. As at 31 December 2017, 2,674,601 shares were repurchased for a total consideration including dividend tax of EUR 81.2 million. As at 31 December 2017, the issued share capital amounted to 133,351,894 ordinary shares of which 2,674,601 were repurchased shares held by Boskalis. SHARES AND LISTINGS Ordinary shares in Royal Boskalis Westminster N.V are listed on Euronext stock exchange in Amsterdam, the Netherlands (ticker BOKA.AS, ISIN code NL0000852580). Options on ordinary Boskalis shares are traded on the European Option Exchange in Amsterdam (Euronext.liffe). Boskalis shares are included in the AEX-Index as well as indices such as the Euronext Next 150 index, STOXX Europe 600 Index and the MSCI Europe Index. The authorized capital amounts to EUR 4.8 million with 240 million ordinary shares and 80 million cumulative protective shares, with a respective nominal value per share of EUR 0.01 and EUR 0.03. MAJOR SHAREHOLDERS Under the Dutch Financial Markets Supervision Act, shareholdings of 3% or more in any Dutch company must be disclosed to the Netherlands Authority for the Financial Markets (AFM). According to the register kept by the AFM the following shareholders disclosed that they have a direct or indirect (potential) interest in Boskalis as at 31 December 2017:

HAL Investments B.V.: 35.71% Sprucegrove Investment Management Limited: 5.16% Blackrock Inc.: 4.87% Marathon Asset Management: 3.57%

Oppenheimer Funds, Inc.: 3.07% State Street Corporation: 3.01%

Besides these large shareholders, an estimated 15% of the shares are held by shareholders in the US, 7% in the UK, 4% in Canada and the remainder in mainly the Netherlands, Norway, Spain, Germany and France.

On 10 May 2017, the AGM approved a proposal to pay out 46% of the 2016 adjusted net proft equivalent to EUR 1.00 per ordinary

share. The dividend was paid in ordinary shares, unless shareholders opted to receive the dividend in cash.