Annual r eport 2002 Annual r eport 2002 - Boskalis

Other information
Other information
Provisions in the articles of association relating to profit appropriation
Article 27.
1. From the profits realized in any financial year, first of all, distributions will be made on cumulative protective
preference shares if possible, in the amount of the percentage specified below of the amount that has to
be paid up on these shares as from the beginning of the financial year to which the distribution is related.
The percentage referred to above equals the average Euribor interest rate determined for loans with a
term of one year – weighted in respect of the number of days to which this interest rate applied – during
the financial year to which the distribution is related, increased with four percentage points at most; this
increase will be determined every five years by the Board of Management subject to approval of the Board
of Supervisory Directors. If in the financial year in respect of which the above-mentioned distribution takes
place, the amount that has to be paid up on cumulative protective preference shares has been reduced
or, pursuant to a resolution for further payment, has been increased, the distribution shall be reduced or,
if possible, be increased with an amount equal to the above-mentioned percentage of the amount of the
reduction or the increase, as the case may be, calculated from the moment of the reduction or from the
moment further payment became compulsory. If in the course of any financial year cumulative protective
preference shares have been issued, the dividend on those cumulative protective preference shares shall be
reduced for that year in proportion to the day of issue, taking into account a part of a month as a full month.
2. If and in so far as the profit is not enough to realize the distribution referred to in paragraph 1, the deficit
shall be distributed from the reserves, subject to statutory provisions.
3. If in any financial year the profit referred to in paragraph 1 is not enough to realize the distributions
referred to above in this article, and furthermore no distribution or only a partial distribution from the
reserves as referred to in paragraph 2 is realized, so that the deficit is not or not completely distributed,
the provisions of this article and the provisions of the following paragraphs shall only apply in the next
financial years after the deficit has been made up for. After application of paragraphs 1, 2 and 3, no
further distribution shall take place on the cumulative protective preference shares.
4. Out of the remaining profit, an amount shall be reserved annually to the extent as shall be determined
by the combined meeting of the Board of Management and the Board of Supervisory Directors.
The remaining part of the profits after reservation, as referred to in the immediately preceding sentence,
is at the free disposal of the General Meeting of Shareholders and in case of distribution, the holders
of ordinary shares will be entitled thereto in proportion to their holding of ordinary shares.
Article 28.
1. Dividends shall be made available for payment within thirty days of their adoption, or any sooner as
the Board of Management may determine.
2. Unclaimed dividends will revert to the company after five years.
3. If the Board of Management, subject to the approval of the Board of Supervisory Directors, so decides,
an interim dividend shall be distributed, subject to the preference of the cumulative protective preference
shares and the provisions of article 2:105 of the Dutch Civil Code.
4. The General Meeting of Shareholders, on proposal of the Board of Management, may decide that dividends
will be distributed totally or partially in the form of shares in the company or depositary certificates thereof.
65 Royal Boskalis Westminster nv