Annual report 20108.31 MB - Boskalis

Other informationDisclosures required by the Decree article 10 of the EU Directive on takeover bidsUnder the Decree article 10 of the EU Directiveon takeover bids companies whose securities areadmitted to trading on a regulated market mustdisclose information in their annual reports onmatters including their capital structure and theexistence of any shareholders with special rights.In accordance with these requirements, Boskalishereby makes the following disclosures:a. For information on the capital structure of thecompany, the composition of the issued capital andthe existence of various types of shares, pleaserefer to page 98 of the notes to the consolidatedfinancial statements in this annual report.For information on the rights attached to theseshares, please refer to the company’sArticles of Association which can be foundon the company website. To summarize, therights attached to ordinary shares comprisepre-emptive subscription rights upon the issueof ordinary shares, the entitlement to attendthe General Meeting of Shareholders, and tospeak and vote at that meeting, and the right todistribution of such amount of the company’sprofit as remains after allocation to reserves.As at December 31, 2010 the entire issuedcapital consisted of ordinary shares (registeredand bearer shares). These are only issuedagainst payment in full.b. The company has imposed no limitations onthe transfer of ordinary shares. The Articlesof Association have stipulated a blockingprocedure for protective preference shares. Thecompany is not aware of any shares having beenexchanged for depositary receipts.c. For information on equity stakes in the companyto which a notification requirement applies(pursuant to Sections 5:34, 5:35 and 5:43 of theFinancial Supervision Act), please refer to thesection ‘Investor Relations’ on page 23 of thisannual report. Under the heading ‘Shareholders’you will find a list of shareholders whom thecompany knows to have holdings of 5% or moreat the stated date.d. There are no special control rights or otherrights associated with shares in the company.e. The company does not operate a schemegranting employees rights to acquire or obtainshares in the capital of the company or any of itssubsidiaries.f. No restrictions apply to voting rights associatedwith the company’s shares, nor are there anydeadlines for exercising voting rights.g. No agreements with shareholders exist whichmay result in restrictions on the transfer ofshares or limitation of voting rights.h. The rules governing the appointment anddismissal of members of the Board ofManagement and the Supervisory Board andamendment of the Articles of Association arestated in the company’s Articles of Association.To summarize the statutory structure regimeis applicable to the Company. Members ofthe Board of Management are appointedand dismissed by the Supervisory Board,with the proviso that the General Meetingof Shareholders must be consulted prior tothe dismissal of any member of the Board ofManagement. Supervisory Board membersare nominated by the Supervisory Boardand appointed by the General Meeting ofShareholders. The Works Council has anenhanced right of recommendation for onethirdof the number of the members of theSupervisory Board. The meeting of shareholderscan declare a vote of no confidence in theSupervisory Board by an absolute majority ofvotes cast, representing at least one-third ofissued capital. Such a vote of no confidenceshall result in the immediate dismissal of theSupervisory Board members. Amendment ofRoyal Boskalis Westminster nv141