In this section, SBM Offshore’s anti-takeover measures are described as well as the circumstances under which it is expected that these measures may be used.
A Foundation ‘Stichting Continuiteit SBM Offshore’ (the Foundation), has been established on 15 March, 1988 with the objective of using the voting power on any preference shares in the Company, which it may hold at any time, in the best interests of the Company and its stakeholders. The Foundation will perform its role, and take all actions required, at its sole discretion. In the exercise of its functions it will, however, be guided by the interests of the Company and the business enterprises connected with it, and all other stakeholders, including shareholders and employees.
The Foundation is managed by a Board, the composition of which is intended to ensure that an independent judgment may be made as to the interests of the Company. The Board consists of a number of experienced and reputable (former) senior executives of multinational companies. To be kept informed about the business and interest of the Company, the Chairman of the Supervisory Board, CEO and the CGCO are regularly invited to attend the Foundation meetings.
The Board of the Foundation consists of: Mr. A.W. Veenman, Chairman, a former CEO of the Nederlandse Spoorwegen, Mr. B. Vree, Vice-Chairman, former CEO of APM Terminals, Mr. R.H. Berkvens, CEO of Damen Shipyard, Mrs. H.F.M. Defesche, Company Secretary of Fugro N.V. and Mr. J.O. van Klinken, General Counsel & member of the Management Board at Aegon N.V.
The Management Board, with the approval of the Supervisory Board at that time, has granted a call option to the Foundation to acquire a number of preference shares in the Company’s share capital, carrying voting rights, equal to one half of the voting rights carried by the ordinary shares outstanding immediately prior to the exercise of the option, enabling it effectively to perform its functions as it, at its sole discretion and responsibility, deems useful or desirable. The option was granted on 30 March 1989. In accordance with the by-laws of the Company, shareholders were advised of the reasons for granting this option in the Extraordinary GM of 28 April 1989.
In the same option agreement the Foundation granted a put option to the Company and the Company decided on March 2011 to definitively waive its rights under the put option. In the course of 2011, the option agreement was amended and restated to reflect the waiver by the Company of its put option and the alignment of the nominal value of the protective preference shares with the nominal value of ordinary shares by reducing the nominal value of EUR 1 to EUR 0.25 and the related increase in the number of protective preference shares as per the amended articles of association of the Company.
The Foundation is independent as stipulated in clause 5:71 section 1 sub c Supervision Financial Market Act.