measure and monitor the processes and report results ... - Refresco.de

On March, 24 2010 the following shares were issued for the acquisition of the remaining 20% of the shares of
Refresco Holding B.V.:
• 752,166 ordinary shares with a nominal value of EUR 1.00 each and a subscription price of EUR 43.50 each
(with a book value of EUR 7.72).
Balance as at December 31, 2010
• 4,307,335 ordinary shares with a nominal value of EUR 1.00 each
85,963 preference shares with a nominal value of EUR 0.01 each
•
Movements in capital and reserves
The holders of ordinary shares are entitled to receive dividends as declared from time to time. The holders of preference
shares have a priority right to a fixed cumulative dividend of 10% plus a first priority right in the event of winding up.
Both the Company and the shareholders, including the holders of the preference shares, agreed in the Articles of
Association of the Company that any distribution of dividend requires the prior approval of the General Meeting of Shareholders
of the Company. The holders of the preference shares may resolve that the dividend to which they are entitled
shall be credited to the dividend reserve maintained by the Company with respect to the preference shares.
The Company’s residual assets shall be paid first to the holders of the preference shares and then, if any balance
remains, to the holders of the ordinary shares. Each ordinary share carries the right to one hundred votes and each
preference share carries the right to one vote.
The Company can acquire fully paid­up shares (ordinary as well as preference shares) in its own capital subject to
among others the General Meeting of Shareholders having authorized the acquisition in accordance with the Articles of
Association of the Company.
Dividends
In 2010 no dividends were paid. In 2009, the Group paid a dividend of EUR 75,000 from the other reserves to
Okil Holding B.V. and Godetia II B.V.
As at December 31, 2010, the unpaid cumulative dividend on the preference shares amounts to EUR 48,522,361
(2009: EUR 34,551,788).
3.3 Remuneration
For the remuneration to the Executive Board we refer to paragraph 6.6 of the consolidated financial statements.
Rotterdam March 29, 2011
Executive Board
Hans Roelofs – Chief Executive Officer
Aart Duijzer – Chief Financial Officer
Supervisory Board (as per March 24, 2010)
Marc Veen – Chairman
Aalt Dijkhuizen
Pieter de Jong
Thorsteinn Jonsson
Hilmar Thor Kristinsson
Jon Sigurdsson
Peter Paul Verhallen
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