Annual Report 2009 Royal BAM Group nv

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178 2009 12. Employees During the year 2009, Royal BAM Group nv had 191 (2008: 176) employees on average. 13. Executive Board and Supervisory Board members For a specification of the remuneration of Executive Board and Supervisory Board members, please refer to Note 36 to the consolidated financial statements. 14. Contingencies Third-party liability The Company has a joint and several liability for the debts of Netherlands-based subsidiaries arising from legislation in Section 403 of Book 2 of the Netherlands Civil Code. Please refer to the Notes to the consolidated balance sheet. The Company has issued corporate guarantees, mainly to clients commissioning projects, instead of bank guarantees. As at year-end 2009, this involves an amount of €389 million (year-end 2008: €373 million). The Company is the parent company of the Dutch fiscal entities for corporation tax and VAT, and is jointly and severally liable for the tax liabilities of these fiscal entities. Bunnik, the Netherlands, 3 March 2010 Supervisory Board: Executive Board: W.K. Wiechers J.A.P. van Oosten A. Baar N.J. de Vries R.J.N. Abrahamsen M.J. Rogers J.A. Dekker J. Ruis H. Scheffers W. van Vonno R.P. van Wingerden
Other information Proposed appropriation of profit for 2009 The net result for 2009, in the sum of €31.3 million, has been accounted for in shareholders’ equity. Pursuant to the provisions of the Articles of Association concerning profit appropriation, the Executive Board has decided to award the holders of cumulative financing preference shares a dividend in respect of the financial year on the basis of a yield of 8.83 percent per annum for the convertible preference shares and 9.13 percent per annum for the nonconvertible preference shares. This is equivalent to €0.37086 per convertible financing preference share and €0.38346 per non-convertible financing preference share. In total, this involves a sum of approximately €0.16 million. The Company intends to pay out a cash dividend on ordinary shares for 2009, to the amount of €0.10 per share. This corresponds to an amount of approximately €13.5 million. Provisions of the Articles of Association concerning profit appropriation (Summary of Article 32 of the Articles of Association) From the profit realised in any financial year, an amount will first be distributed, where possible, on the class B cumulative preference shares, calculated by applying the percentage stated below to the amount mandatorily paid up on those shares as at the start of the financial year for which the distribution is made. The percentage referred to above will be equal to the average of the EURIBOR rates for money market loans with a maturity of twelve months – weighted according to the number of days for which these rates prevailed – during the financial year for which the distribution is made plus one percentage point. EURIBOR refers to the Euro Interbank Offered Rate as determined and published by the European Central Bank. Subsequently, if possible, a dividend will be distributed on each financing preference share of a certain series and subseries, with due consideration of the following provisions of this paragraph, equal to an amount calculated by applying a percentage to the nominal amount of the financing preference share concerned at the start of that financial year, plus the amount of share premium paid in on the financing preference share issued in the series and sub-series concerned at the time of initial issue of the financing preference shares of that series and sub-series, less the amount paid out on each financing preference share concerned and charged to the share premium reserve formed at the time of issue of the financing preference shares of that series and sub-series prior to that financial year. If and to the extent that a distribution has been made on the financing preference shares concerned in the course of the year and charged to the share premium reserve formed at the time of issue of the financing preference shares of the series and sub-series concerned, or partial repayment has been made on such shares, the amount of the distribution will be reduced pro rata over the period concerned according to the amount of the distribution charged to the share premium reserve and/or the repayment with respect to the amount referred to in the preceding sentence. The calculation of the dividend percentage for the financing preference shares of a certain series will be made for each of the series of financing preference shares referred to below in the manner set forth for the series concerned. Series FP1-FP4: The dividend percentage will be calculated by taking the arithmetic mean of the yield to maturity on euro government loans issued by the Kingdom of the Netherlands with a remaining term matching as closely as possible the term of the series concerned, as published in the Official Price List of Euronext Amsterdam, plus two percentage points. Series FP5-FP8: The dividend percentage will be equal to the average of the EURIBOR rates for money market loans with a maturity of 12 months – weighted according to the number of days for which these rates prevailed – during the financial year for which the distribution is made, plus two percentage points. The above percentages may be increased or reduced by an amount of no more than three hundred basis points. The Supervisory Board shall determine, on the basis of a proposal by the Executive Board, what part of the profit remaining after application of the provisions referred to above should be added to reserves. The part of the profit that remains after application of the provisions referred to above shall be at the disposal of the General Meeting of Shareholders, subject to the provision that no further dividends may be distributed on the preference shares. 179 2009
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Annual Report 2009 Soccer City foot
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Fire service and ambulance station,
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6 2009 Netherlands Belgium United K
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8 2009 Core of BAM’s strategy Mis
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12 2009 Stock exchange listing Roya
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30 2009 Rules governing securities
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32 2009 W.K. Wiechers (1940), Chair
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34 2009 J.A.P. van Oosten (1948), C
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36 2009 Result before tax, excludin
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70 2009 BAM South Woningbouw Thames
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Property Approximately 300 luxury h
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Civil engineering Pedestrian bridge
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126 2009 PPP projects The total pos
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Page 190: 188 2009 21 April 2010 General Meet
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Annual Report 2009 Royal BAM Group nv

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