Independent auditor's report
To go to the independent auditor's report please click here.
Appropriation and determination of profits
Article 32 of the Articles of Association of ASM International NV ('the Company') provides the following with regard to distribution of profit and can be summarized as follows:
From the profits, distributions shall in the first place, if possible, be made on the preferred shares equal to the EURIBOR-rate for six months' loans, increased by one and a half, on the paid up amount which had to be paid on the preferred shares, weighted to the number of days to which this was applicable. If profits are insufficient, the dividend will be paid from the reserves with priority over any dividends. If the reserves are insufficient, the dividend deficit has to be made up in future years;
Second, a dividend, if possible, is distributed on financing preferred shares. The dividend is a percentage of the par value, plus share premium paid, on the financing preferred shares. The percentage is determined by the Management Board, subject to approval of the Supervisory Board. The percentage is related to the average effective yield on government loans with a weighted average remaining term of no more than ten years, if necessary increased or decreased by no more than three percent, subject to the then prevailing market conditions. If profits are insufficient, the dividend shall be paid from the reserves. If the reserves are insufficient, the dividend deficit has to be made up in future years;
With the approval of the Supervisory Board, the Management Board will determine which part of the profit remaining after adoption of the provisions of the previous paragraphs will be reserved. The profit after reserving will be at the disposal of the General Meeting;
The Company may only make distributions to the shareholders and other persons entitled to profit eligible for distribution insofar as its equity exceeds the amount of the paid-up and called amount of the share capital increased with the reserves that must be kept by virtue of law;
Article 33, para 3 of the Articles of Association provides that dividend claims expire after the lapse of five years. In 2014 the Management Board will propose to the forthcoming Annual General Meeting of Shareholders to declare a dividend of €0.60 per share to be paid from the available reserves. The net earnings for the year 2014 have been added to the accumulated deficit/net earnings.
Special statutory control rights
Article 27 of the Articles of Association provides that each common share gives the right to cast one vote, each preferred financing share to cast one thousand votes and each preferred share to cast one thousand votes.
Article 29 of the Articles of Association provides that meetings of holders of preferred shares or of financing preferred shares shall be convened as often and insofar as a decision of the meeting of holders of preferred shares or financing shares desires this, and furthermore as often as the Management Board and or the Supervisory Board shall decide to hold such a meeting. At the meeting resolutions will be passed with an absolute majority of the votes. In the event that there is a tie of votes, no resolution will take effect.
The following resolutions and actions can only be taken on a proposal by the Management Board and the Supervisory Board:
- the amendment of the Articles of the Company; and
- the dissolution of the Company.
Stichting Continuïteit ASM International
The objective of Stichting Continuïteit ASM International ('Stichting') is to serve the interests of the Company. To that objective Stichting may, amongst others, acquire, own and vote our preferred shares in order to maintain our independence and/or continuity and/or identity.
The members of the board of Stichting are:
- Jan Klaassen (Chairman), Emiritus Professor, Vrije Universiteit Amsterdam
- Dick Bouma, Retired Chairman Board Pels Rijcken & Droogleever Fortuijn
- Rinze Veenenga Kingma, President Archeus Consulting B.V.
On May 14, 2008, Stichting exercised its right to acquire preferred shares in the Company and acquired 21,985 preferred shares representing 21,985,000 votes, which constituted 29.9% of the total voting power of our outstanding capital stock as of May 14, 2008. Stichting paid €219,850, which constituted one-fourth of the nominal value of the preferred shares acquired, in accordance with the option agreement. This amount was paid by Stichting using an existing credit line. On May 14, 2009 the Annual Meeting of Shareholders resolved to cancel the outstanding preferred shares and to reissue an option to Stichting Continuïteit to acquire preferred shares.
During 2008, two ASMI shareholders requested the Dutch Enterprise Court to investigate certain matters in relation to the issuance of preferred shares to Stichting. In August 2009, the Enterprise Court ordered an inquiry in respect of the affairs of the Company. In July 2010, the Dutch Supreme Court annulled the order of the Enterprise Court and remanded the decision to the Enterprise Court to consider certain observations of the Supreme Court. The Enterprise Court dismissed the inquiry in June 2011, and the plaintiffs appealed the dismissal ruling to the Dutch Supreme Court. The Dutch Supreme Court has not yet rendered a new decision.
On March 30, 2012 the Dutch Supreme Court confirmed the decision of the Enterprise Court dated April 14, 2011 that there are no grounds to order an enquiry (enquête) into the affairs of the Company.
List of subsidiaries and offices
The subsidiaries and offices of the Company are listed in Locations worldwide, in the chapter Our company.
Subsequent events were evaluated up to April 9, 2015, which is the issuance date of this Annual report 2014. There are no subsequent events to report.