2008 Annual Report - SBM Offshore

56 SBM Offshore Annual Report 2008 / Report of the Board of ManagementThe Financial Markets Supervision Act (Wet op het FinancieelToezicht) imposes a duty to disclose percentage holdingsin the capital and/or voting rights in the Company whensuch holding reaches, exceeds or falls below 5%, 10%,15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.Such disclosure must be made to the AFM without delay.After the disclosure to the AFM, the AFM notifies theCompany.Articles of AssociationIssue of sharesThe GM or the Management Board if authorised by the GMand with the approval of the Supervisory Board may resolveupon further issues of shares; as long as the ManagementBoard is authorised to issue shares, the GM may not passa resolution to further issue shares.The GM or the Management Board, subject to the approvalof the Supervisory Board, shall set the price and furtherconditions of issue, with due observance of the provisionscontained in the articles of association. Shares shall neverbe issued below par, except in the case as referred toin section 80, subsection 2, Book 2, of the Dutch CivilCode.If the Management Board has been designated as thebody authorised to resolve upon further issues of sharesthe number and the class of shares must be specified onsuch designation. Upon such designation the duration ofthe designation shall be set, which shall not exceed fiveyears. The designation may be extended, from time totime, for periods not exceeding five years. Unless suchdesignation provides otherwise, it may not be withdrawn.A resolution of the GM to issue shares or to designate theManagement Board as being authorised to issue shares,shall be valid only if accompanied by a prior or simultaneousresolution of approval by each group of shareholders of thesame class whose rights are prejudiced by the issue.At the AGM of 2008, the shareholders have delegated theauthority to the Managing Directors for a period of eighteenmonths as from 15 May 2008 and subject to approval ofthe Supervisory Board to issue ordinary shares up to tenper cent of the total outstanding shares at that time. Inthe same meeting, the shareholders have delegated theauthority on the Managing Directors for a period of eighteenmonths as from 15 May 2008 and subject to the approvalof the Supervisory Board to restrict or withdraw preferentialrights of the shareholders in respect of ordinary shareswhen ordinary shares are being issued.Workers at Dubai Drydocks with FPSO Frade Topsides Modules in background