Boskalis Annual Report 2020
DISCLOSURES REQUIRED BY THE DECREE ARTICLE 10 OF THE EU DIRECTIVE ON TAKEOVER BIDS
Other information ANNUAL REPORT 2020 – BOSKALIS Under the Decree article 10 of the EU Directive on takeover bids, companies whose securities are admitted to trading on a regulated market must disclose information in their annual reports on matters including their capital structure and the existence of any shareholders with special rights. Furthermore, the Code requires Boskalis to give an overview of all existing and potential antitakeover measures indicating the circumstances whereunder and by whom these measures may likely be used. In accordance with these requirements, Boskalis hereby makes the following disclosures: a. For information on the capital structure of the company, the capital and the existence of various types of shares, please refer to page 114 of the notes to the consolidated financial statements in this annual report. For information on the rights attached to these shares, please refer to the company’s Articles of Association which can be found on the company website. To summarize, the rights attached to ordinary shares comprise pre-emptive subscription rights upon the issue of ordinary shares, the entitlement to attend the General Meeting of Shareholders, and to speak and vote at that meeting, whereby one ordinary share represents one vote, and the right to distribution of such amount of the company’s profit as remains after allocation to reserves. As at December 31, 2019, the issued capital consisted exclusively of ordinary shares (partly registered and partly bearer shares (aandelen aan toonder)). These are only issued against payment in full. b. The company has imposed no limitations on the transfer of ordinary shares. The Articles of Association have stipulated a blocking procedure for protective preference shares. The company is not aware of any shares having been exchanged for depositary receipts. c. For information on equity stakes in the company to which a notification requirement applies (pursuant to Sections 5:34, 5:35 and 5:43 of the Financial Supervision Act), please refer to the section ‘Shareholder information’ on page 19 of this annual report. Under the heading ‘Major shareholders’ you can find a list of shareholders who are known to the company to have holdings of 3% or more at the stated date. d. There are no special control rights or other rights associated with shares in the company. e. The company does not operate a scheme granting employees rights to acquire or obtain shares in the capital of the company or any of its subsidiaries.
f. No restrictions apply to voting rights associated with the company’s shares, nor are there any deadlines for exercising voting rights. g. No agreements with shareholders exist which may result in restrictions on the transfer of shares or limitation of voting rights. h. The thresholds for shareholders to exercise the right of inquiry (het enquêterecht) are based on article 2:346 sub clause 1 under c of the Dutch Civil Code, regardless of the current nominal share capital of the company. i. The rules governing the appointment and dismissal of members of the Board of Management and the Supervisory Board and amendment of the Articles of Association are stated in the company’s Articles of Association. Members of the Board of Management and Supervisory Board are appointed and dismissed by the General Meeting of Shareholders on binding nomination of the Supervisory Board. The General Meeting of Shareholders may pass a resolution to deprive the binding nature of the nomination for the appointment or dismissal of any member of the Board of Management or the Supervisory Board by at least a majority of two/thirds of the votes cast, representing more than one-half of the company’s issued share capital. An amendment of the company’s Articles of Association requires a decision by the General Meeting of Shareholders in response to a proposal made by the Board of Management with the approval of the Supervisory Board. j. The general powers of the Board of Management are set out in the Articles of Association of the company. The powers of the Board of Management in respect of the issuance of shares in the company are set out in article 4 of the company’s Articles of Association. To summarize, the General Meeting of Shareholders – or the Board of Management if so authorized by the General Meeting of Shareholders – takes the decision, subject to prior approval by the Supervisory Board, to issue shares, whereby the issue price and other conditions relating to the issue are determined by the General Meeting – or the Board of Management if so authorized by the General Meeting of Shareholders. In the event the Board of Management is authorized to take decisions with respect to the issue of shares, the number of shares that may be issued as well as the term of the authorization must also be determined. Procedures governing the acquisition and disposal by the company of shares in its own capital are set out in article 7 of the Articles of Association. To summarize, the Board of
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