The additional information below includes a brief summary of the most significant provisions of our Articles of Association.
Information on the provisions in the articles of association relating to the appropriation of profit
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.
The proposed appropriation of the result
It is proposed that the net earnings for the year 2015 are carried to the accumulated deficit/net earnings.
The Management Board proposed to the forthcoming Annual General Meeting of Shareholders to declare a dividend of €0.70 per share to be paid from the available reserves.
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 on our preferred shares in order to maintain our independence and/or continuity and/or identity.
The members of the board of Stichting are:
- Dick Bouma, retired Chairman Board Pels Rijcken & Droogleever Fortuijn
- Rob Ruijter, Chairman Supervisory Board Delta Loyd
- Rinze Veenenga Kingma, President Archeus Consulting BV
List of Subsidiaries and Offices
The subsidiaries and offices of the Company are listed in Note 2 of the Statutory annual report.
Subsequent events were evaluated up to April 13, 2016, which is the issuance date of this Statutory annual report 2015. There are no subsequent events to report.
Statutory annual report
A copy of our Statutory annual report prepared in accordance with International Financial Reporting Standards (IFRS), is available free of charge by writing to our corporate offices, sending an email to email@example.com or downloading the file through our website.