Annual report 20108.31 MB - Boskalis

Other informationthe company’s Articles of Association requiresa decision by a meeting of shareholders inresponse to a proposal made by the Boardof Management with the approval of theSupervisory Board.i. The general powers of the Board of Managementare set out in the Articles of Association ofthe Company. The powers of the Board ofManagement in respect of the issuance ofshares in the company are set out in article 4of the company’s Articles of Association. Tosummarize, the General Meeting of Shareholders- or the Board of Management authorizedby the general meeting – takes the decision,subject to prior approval by the SupervisoryBoard, to issue shares, whereby the issue priceand other conditions relating to the issue aredetermined by the general meeting – or theBoard of Management authorized by the GeneralMeeting. In the event the Board of Managementis authorized to take decisions with respectto the issue of shares, the number of sharesthat may be issued as well as the term of theauthorization must also be determined. Rulesgoverning the acquisition and disposal by thecompany of shares in its own capital are setout in article 7 of the Articles of Association. Tosummarize (briefly), the Board of Managementmay decide, subject to authorization by themeeting of shareholders and to prior approval bythe Supervisory Board, for the company to buyback fully paid-up shares up to a maximum of10% of issued capital. Decisions regarding thedisposal of shares acquired by the company aretaken by the Board of Management, subject toprior approval by the Supervisory Board.significant agreements which take effect orare altered or terminated upon a change ofcontrol of the company as a result of a publicoffer within the meaning of Section 5:70 of theFinancial Supervision Act. The General Meetingof Shareholders of May 9, 2001 decided to grantStichting Continuïteit KBW the right to acquireprotective preference shares.k. The company has not entered into anyagreements with either members of the Board ofManagement or employees which provide for apay-out on termination of their employment asa result of a public offer within the meaning ofSection 5:70 of the Financial Supervision Act.j. With the exception of the option agreementwith Stichting Continuïteit KBW concerning theplacement of cumulative protective preferenceshares as set out in section 26.4 of the financialstatements, the company is not a party to any142 Annual Report 2010