2011 Annual Report - SBM Offshore

3.5.5 Shareholders
Share capital
At the AGM of 5 May 2011 a proposal was submitted to shareholders to amend the Articles of Association to
increase the authorised share capital from 200,000,000 ordinary shares to 400,000,000 ordinary shares with a
nominal value of EUR 0.25 and from 50,000,000 protective preference shares with a nominal value of EUR 1.00
to 400,000,000 protective preference shares with a nominal value of EUR 0.25, i.e. aligned with the nominal value
of the ordinary shares. The preference shares can be issued as a protective measure as explained below in the
section on the Stichting Continuiteit SBM Offshore N.V. The evolution of the number of issued ordinary shares is
set out in section 1 under Stakeholders information.
As per 31 December 2011, 171,440,416 (2010:168,666,429) ordinary shares are issued. No preference shares
have been issued.
General Meeting of Shareholders
Every year the AGM shall be held within 6 months after the start of a new calendar year. The agenda for this
meeting shall include the following standard items: (i) the report of the Management Board concerning the
Company's affairs and the management as conducted during the previous financial year, (ii) the report of the
Supervisory Board and its committees, (iii) the adoption of the Company’s annual accounts, the allocation of
profits and the approval of the dividend, (iv) the discharge of the Management Board and of the Supervisory
Board, (v) Corporate Governance, (vi) the (re)appointment of the external accountant of the Company, (vii) the
delegation of authority to issue shares and to restrict or exclude pre-emptive rights and (viii) the delegation of
authority to purchase own shares and (ix) the composition of the Supervisory Board and of the Management
Board . In addition, certain specific topics may be put on the agenda by the Supervisory Board.
Extraordinary GMs can be held whenever the Management Board and/or the Supervisory Board shall deem
desirable.
The GMs can be held in Schiedam, Rotterdam, The Hague, Amsterdam or Haarlemmermeer (Schiphol).
Agenda of the meeting
Proposals of persons who are entitled to attend the shareholders meetings will only be included in the agenda if
such proposal is made in writing to the Management Board not later than sixty (60) days before that meeting. The
proposals can be made by persons who are entitled to attend GMs, solely or jointly representing shares
amounting to at least 1% of the issued share capital, or with a market value of at least fifty million euro
(€50,000,000), unless this would be contrary to important interests of the Company.
This is a customized selection from the SBM Offshore N.V. Annual Report 2011
42