Boskalis Annual Report 2020

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4. ISSUED CAPITAL AND OPTIONAL DIVIDEND The authorized share capital of EUR 4.8 million (2019: EUR 4.8 million) is divided into 240,000,000 (2019: 240,000,000) ordinary shares with a par value of EUR 0.01 (2019: EUR 0.01) each and 80,000,000 (2019: 80,000,000) cumulative protective preference shares with a par value of EUR 0.03 (2019: EUR 0.03) each. In 2020 no dividend was distributed relating to the 2019 financial year. A total of 1,506,377 shares were repurchased through the share buyback program (2019: 2,341,189). On 17 December 2020 the Group has reduced its issued and fully paid share capital by cancelling 5,100,506 ordinary shares held in treasury.

2019

2020

(in number of ordinary shares)

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

134,067,826 - 2,341,189 131,726,637

131,726,637 - 1,506,377 130,220,260

Repurchased shares

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

Treasury stock

3,651,701

57,572

Issued and fully paid shares as at 31 December

135,378,338

130,277,832

The issued capital as at 31 December 2020 consists of 130,277,832 ordinary shares with a par value of EUR 0.01 each (2019: EUR 0.01) for a total amount of EUR 1.3 million (2019: EUR1.4 million). Share premium comprises additional paid-in capital exceeding the par value of outstanding shares. Share premium is distributable free of tax. For the movements relating the repurchase share program, treasury stock and dividend see note 23 of the consolidated financial statements. 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. 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 104.2 million at the end of 2020 (2019: EUR 131.4 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 The amount of the loss, EUR 96.5 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 65.0 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 are close to their carrying value.

ANNUAL REPORT 2020 – BOSKALIS A NUAL REPORT 2020 -- BOSKALIS