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

in article 4 of the Company’s Articles of Association for a duration of 18 months, with 70,438,078
votes in favour, 7,556,105 votes against and 206 abstentions.
9.2 Designation of the Management Board as the corporate body authorised – subject to the
approval of the Supervisory Board – to restrict or to exclude pre-emption rights as provided
for in article 6 of the Company’s Articles of Association for a period of 18 months (resolution)
The Chairman informed the meeting that in accordance with Article 6 of the Company’s articles of
association, the meeting was being asked to designate the Management Board – subject to approval from
the Supervisory Board – as the corporate body authorised to limit or exclude the pre-emption right in share
issues or granting rights to subscribe for shares in conformance with Section 96 of Book 2 of the Dutch Civil
Code. In accordance with the proposal under 9.1, the designation is to be limited to a period of 18 months,
commencing after the proposed resolution is adopted. This would supersede the designation granted by the
general meeting of shareholders in 2010.
The Chairman mentioned another additional element. The proposal requires a majority of at least twothirds
of the votes cast if less than 50% of the issued share capital was represented at the meeting. If half or
more is represented, an ordinary majority is sufficient.
The Chairman established that the meeting had accepted the proposal to designate the Management
Board – subject to approval from the Supervisory Board – as the corporate body authorised to
resolve to exclude or limit the pre-emption right as referred to in article 6 of the Company’s Articles
of Association for a duration of 18 months, with 57,963,835 votes in favour, 20,024,462 votes against
and 22,164 abstentions.
10. Authorisation to repurchase ordinary shares:
Authorisation of the Management Board – subject to the approval of the Supervisory Board –
to repurchase the Company's own ordinary shares as specified in article 7 of the Company’s
Articles of Association for a period of 18 months (resolution)
The Chairman explained to the meeting that in accordance with Article 7 of the Company’s articles of
association, the meeting was being asked to authorise the Management Board – subject to approval from
the Supervisory Board and without prejudice to the provisions of Section 98 of Book 2 of the Dutch Civil
Code – to repurchase ordinary shares, representing no more than 10% of the issued share capital of the
Company. Authorisation was being requested to repurchase ordinary shares at a price per ordinary share
that is between the nominal value of the ordinary shares and 110% of the average price of the ordinary
shares on the NYSE Euronext Amsterdam, for five trading days prior to the repurchase. This repurchase
authorisation – subject to approval from the Supervisory Board – would provide the Management Board the
flexibility to fulfil obligations regarding share-related remuneration plans or otherwise. The duration of the
requested authorisation is 18 months, commencing after the proposed resolution is adopted. This would
supersede the authorisation as granted by the general meeting of shareholders in 2010.
The Chairman established that the meeting had accepted the proposal to authorise the Management
Board – subject to approval from the Supervisory Board – to buy back ordinary shares by the
Company in its share capital as referred to in article 7 of the Company’s articles of association, for a
duration of 18 months, with 77,666,636 votes in favour, 71,092 votes against and 273,232
abstentions.
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