Boskalis Annual Report 2018

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4. ISSUED CAPITAL AND OPTIONAL DIVIDEND The authorized share capital of EUR 4.8 million (2017: EUR 4.8 million) is divided into 240,000,000 (2017: 240,000,000) ordinary shares with a par value of EUR 0.01 (2017: EUR 0.01) each and 80,000,000 (2017: 80,000,000) cumulative protective preference shares with a par value of EUR 0.03 (2017: EUR 0.03) each. In 2018 a dividend of EUR 1.00 per share was distributed relating to the 2017 financial year for a total amount of EUR 130.1 million. Of all shareholders 72% opted for a dividend in ordinary shares. As a result 2,026,444 new ordinary shares were issued. The other 1,964,530 shares were shares repurchased through the share buyback program and re-issued as stock dividend.

2018

2017

(in number of ordinary shares)

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

130,677,293

130,076,852 - 2,674,601

Repurchased shares

- 600,441 3,990,974

Stock dividend

3,275,042

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

134,067,826

130,677,293

Treasury stock

1,310,512

2,674,601

Issued and fully paid shares as at 31 December

135,378,338

133,351,894

The issued capital as at 31 December 2018 consisted of 135,378,338 ordinary shares with a par value of EUR 0.01 each (2017: EUR 0.01) for a total amount of EUR 1.4 million (2017: EUR 1.3 million). On 3 July 2017 the Group initiated a share buyback program, which was completed in March 2018. A total of 3,275,042 shares representing an amount of EUR 97.7 million (including EUR 4.2 million dividend tax) were repurchased in 2017 and 2018. 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 companies and/or joint ventures and associates amounted to EUR 132.8 million as at the end of 2018 (2017: EUR 222.0 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 435.9 million will be deducted from the retained earnings. The proposal to the Annual General Meeting will be to distribute a dividend from the retained earnings, amounting to EUR 67.0 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 is close to their carrying value.

ANNUAL REPORT 2018 – BOSKALIS A U L REP RT 2018 -- BOSKALIS