Annual Report 2010 - SBM Offshore

Report of the Board of Management
Management Board to issue shares will be submitted to
shareholders for approval.
Repurchase of own shares
The Management Board may, with the authorisation
of the GM and the Supervisory Board and without
prejudice to the provisions of sections 98 and sections
98d, Book 2, Dutch Civil Code and the articles of
association cause the Company to acquire fully paid
up shares in its own capital for valuable consideration.
The Management Board may resolve, subject to the
approval of the Supervisory Board, to dispose of shares
acquired by the company in its own capital. No preemption
right shall exist in respect of such disposal.
At the AGM of 2010, the shareholders have delegated
their authority to the Managing Directors for a period of
eighteen months, as from 14 April 2010 and subject to
approval of the Supervisory Board, the right to acquire
ordinary shares, up to ten percent of the total outstanding
shares at that time. At the AGM of 5 May 2011, a
similar proposal to authorise the Management Board to
repurchase own shares will be submitted to shareholders
for approval.
Amendment of the articles of association
The GM may adopt a resolution to amend the articles
of association of the Company by an absolute majority
of votes cast, but solely upon the proposal of the
Management Board subject to the approval of the
Supervisory Board.
At the AGM of 5 May 2011 a proposal to amend the
articles of association will be submitted for approval to
the shareholders. The proposed amendments can be
summarised as follows:
• Increase of the authorised share capital from EUR
100 Million to EUR 200 Million consisting of 400
Million ordinary shares with a nominal value of EUR
0.25 each and of 400 Million protective preference
shares with a nominal value of EUR 0.25 each. Each
share, whether ordinary or protective preference carries
one vote;
• Increase of the dividend payable to protective preference
shares from Euribor + 200 basis points to
Euribor + 300 basis points;
• This amendment of the articles of association also
82 SBM Offshore – Annual Report 2010
provided the opportunity to make a number of
changes of a technical nature, or to bring the articles
of association in line with recent changes in Dutch
company law:
– 42 days prior notification of the agenda for AGM/
EGM,
– 28 days record date
– Deletion of the limitation of 10% of the issued
share capital to buy back shares
– Increase of the maximum term to buy back
shares from 18 months to 5 years
– Deletion of the special majority of 2/3 representing
more than ½ of the issued share capital
to dismiss or suspend a Managing Director or
Supervisory Director in accordance with the best
practices of the Corporate Governance Code.