2011 Annual Report - SBM Offshore

Responsibility of shareholders
In accordance with best practice IV.4.4. of the Corporate Governance Code, a shareholder shall exercise the right
of putting an item on the agenda only after having consulted the Managing Board. If one or more shareholders
intend to request that an item be put on the agenda that may result in a change in the Company’s strategy, e.g.
through the dismissal of one or more members of the Managing Board or of the Supervisory Board, the Managing
Board shall be given the opportunity to stipulate a reasonable response period. The shareholder shall respect the
response period as stipulated by the Managing Board which may not exceed 180 days. The Managing Board
shall use the response time for further deliberation and constructive consultation under the monitoring of the
Supervisory Board and shall closely involve the Supervisory Board in this process.
Attendance and voting rights at the meeting
With reference to the articles of association, all Shareholders are entitled to attend the GMs, to address the GM
and to vote. At the GM each Ordinary Share with a nominal value of EUR 0.25 each shall confer the right to cast
one (1) vote. Each protective preference share with a nominal value of EUR 0.25 each shall confer the right to
cast one (1) vote, when issued. Unless otherwise required by the law and articles of association all resolutions
shall be adopted by an absolute majority of votes.
The Code’s principles also require that proxy voting means are made available, with the intention of maximising
shareholder participation in GMs of the Company. At the GM of 5 May 2011 a proxy voting system was provided
through the Royal Bank of Scotland (RBS) and Algemeen Nederlands Trustkantoor B.V. (ANT) as independent
third party.
At the AGM of 5 May 2011, 78,111,195 ordinary shares participated in the voting, equal to 46.23% (2010:34.48%)
of the then total outstanding share capital of 168,997,250 ordinary shares. At the EGM of 14 December 2011,
85,224,632 ordinary shares participated in the voting, equal to 49.71% of the then outstanding capital of
171,440,416 ordinary shares.
All the proposed resolutions were approved with a vast majority of the votes with the exception (at the AGM) of
the proposed resolution 7.2 concerning the dividend of the protective preference shares, once issued. The
outcome of the voting was posted on the Company’s website on the day following the respective meeting.
Notice to convene a meeting
The notice for the AGM was published within the required time in the official price list of Euronext Amsterdam
N.V., the “Financieele Dagblad” newspaper, on the Securities Info website and on the Company’s website.
Following the approval by the GM of the proposal to amend the articles of association, the obligation to publish
the agenda in a national newspaper has lapsed and the agenda for the EGM dated 14 December 2011 was
published electronically only.
This is a customized selection from the SBM Offshore N.V. Annual Report 2011
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