Today, Wavin - Jaarverslag.com

Wavin Annual Report 2010 | page 38Remuneration of the Supervisory BoardIn 2010, the remuneration of the Supervisory Board amounted to € 50,000 annually for the Chairmanplus a € 2,500 fi xed expense allowance and € 35,000 annually for the other members plus a € 2,000fi xed expense allowance.ShareholdingsShares owned by Supervisory Board and Management BoardCertain members of the Supervisory Board and all members of the Management Board have invested inthe company. As per 31 December 2010 their combined holding was 635,110 shares (approximately1.25% of the outstanding share capital) divided as follows:Mr. Van den Hoek 33,839 sharesMr. Hill 16,922 sharesMr. Ten Hove 119,562 sharesMr. Oomens 188,729 sharesMr. Houben 244,231 sharesMr. Roef 31,827 sharesMeetings of ShareholdersGeneral Meetings of Shareholders shall be convened by the Supervisory Board or the ManagementBoard in accordance with the applicable legislation and regulations and with due consideration of theapplicable terms. The Articles of Association contain provisions concerning registration as a recognisedparty entitled to attend and to vote at a General Meeting of Shareholders.Annual General Meeting of ShareholdersOn 21 April 2010 an Annual General Meeting of Shareholders was held at the Rosarium in Amsterdam.The agenda, the minutes and the voting results can be found on www.wavin.com.Takeover DirectiveThe information required by Article 2:391, paragraph 5 of the Dutch Civil Code, as further elaborated inArticle 1 of the Decree Implementing Article 10 of the Takeover Directive can be found in the CorporateGovernance statement on our corporate website.Issue and acquisition of sharesIssue of ordinary sharesUnder the Articles of Association, shares, or granted rights to subscribe for shares, may only be issuedpursuant to a resolution of the General Meeting of Shareholders on a proposal of the ManagementBoard, subject to the prior approval of the Supervisory Board. The General Meeting of Shareholders maydelegate the authority to issue shares, or grant rights to subscribe for shares, to the Management Board,subject to the approval of the Supervisory Board. Pursuant to the Dutch Civil Code, the period ofdelegation may not exceed fi ve years. Such authority may be renewed by a resolution of the GeneralMeeting of Shareholders for a subsequent period of up to fi ve years each time. Unless specifi edotherwise in the resolution, this authority is irrevocable. The resolution authorising the ManagementBoard must specify the amount and the class of shares which may be issued must be determined.On 21 April 2010 the General Meeting of Shareholders resolved to designate the Management Board asthe corporate body which, subject to the prior approval of the Supervisory Board, is authorized to issueordinary shares, including the granting of any share subscription rights and to restrict or exclude thepre-emptive rights of shareholders in the case of an issue of ordinary shares. The designation applied toten percent (10%) of the aggregate nominal value of the outstanding ordinary shares at the time of issue,to be increased with an additional ten percent (10%) if the issue occurs on the occasion of a merger oran acquisition, in the meaning as described above. The authorisation was provided for a period of18 months, starting 21 April 2010 and ending 21 October 2011. No resolution of the General Meetingof Shareholders or the Management Board is required for an issue of shares pursuant to the exerciseof a previously granted right to subscribe for shares.Acquisition of sharesThe company may acquire its own fully paid shares at any time for no consideration (‘om niet’), or,subject to certain provisions of Dutch law and the Articles of Association, if (i) the shareholders’ equityless the payment required to make the acquisition, does not fall below the sum of called-up and paid-inshare capital and any statutory reserves, (ii) the company and its subsidiaries would thereafter not hold