1 DRAFT MINUTES of the Annual General Meeting ... - SBM Offshore

met if use were to be made of these shares. If the Company were to consider it necessary to issue these
shares, a disproportional balance would exist between the holders of ordinary shares and those of
protection preference shares. As a representative of holders of ordinary shares, she expected the Company
to remain transparent about the status of her situation if these protection preference shares were to be
issued. This could be made possible by convening an extraordinary general shareholders’ meeting. The
articles of association do not include a notice period for calling an extraordinary meeting, but she said that
no later than six months after the shares in question are issued was considered best practice. Ms Lindeman
asked whether SBM could undertake to convening an extraordinary meeting no later than six months after
the shares in question are issued, in order to provide information about the situation. Mr Cremers gave the
undertaking that SBM would convene an extraordinary meeting within six months, for the purpose of
providing information. He said that the reason for this proposal was to give the protective foundation every
possibility to perform its role. If the 200 basic points, or 2% above Euribor, were to be maintained, the board
members of the Foundation would be unsure whether they would be able to exercise the option. The
Foundation is obliged on the one hand to pay the bank interest on its loan from the bank, and it is with that
money that it exercises its option. The Foundation must therefore receive sufficient dividend on the
protection preference shares in order to pay that interest, because if the dividend is insufficient and the
Foundation is unable to pay the bank, then as a Foundation board member you would never be able to
exercise the option because that would constitute mismanagement. If the Company did not do this, it would
run the risk of not giving the protective foundation sufficient manoeuvring room to use or exercise it at some
point.
Ms Lindeman said she understand the reason for making this choice and that she had no objection to it.
She did, however, expect the Company to provide transparent information to the ordinary shareholders. Mr
Cremers said he could not have been clearer than he was by undertaking to do so, and that this would also
be included in the minutes. Ms Lindeman thanked Mr Cremers.
The Chairman established that the meeting had rejected the proposal to amend the articles of
association regarding profit and loss by 64,597,442 against, 12,903,775 in favour and 509,715
abstentions.
The Chairman asked whether Mr Cremers wished to comment on this. Mr Cremers said it was clear that if
SBM was ever in a situation which made it imperative for the protective foundation to take action, the
probability of the Foundation using the option effectively would perhaps be lower than if the proposal had
been approved. He said he regretted this, but the situation would have to be accepted as it was now and in
the future. He added that there may be shareholders – this being speculation – who as a matter of principle
were not in agreement with the actual concept of the protective foundation. These could be foreign
shareholders that might take such a view. He said he did not know if that was the case. The effect on the
profit per share would be extremely negligible for the ordinary shareholder, because that was EUR 50,000
per annum. That was evidently not where the fear lay of those who had voted against the proposal. The
reasons were obviously more ones of principle.
Ms Lindeman said that the Chairman had indicated at the beginning that most of SBM’s shareholders were
Anglo-American. She also said that Anglo-Americans are against protective constructions of this type, which
is probably why the proposal was rejected.
Mr Rus added that 90% of the foreign institutional shareholders he represented had voted against the
proposal.
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