0 capital carries the right to cast one vote. Resolutions are passed with an absolute majority of votes cast, unless the law or the Articles of Association require otherwise. Acquisition by the Company of shares in its own capital The Company may acquire shares in its own capital, subject to specific legal and statutory provisions. Acquisition by the Company of (fully paid-up) shares in its own capital can only take place for no consideration or if (i) the distributable part of the shareholders' equity at least equals the acquisition price and (ii) the nominal value of the shares or share certificates in the Company's capital being acquired or held or having been held by or having been pledged to the Company, or being held by a subsidiary company, does not exceed one-tenth of the Company's issued share capital. The distributable part of the shareholders' equity is the part of the shareholders' equity which exceeds the total of paid-in and called up capital and the legal and statutory reserves. Acquisition for a consideration can only take place if the General Meeting of Shareholders has authorised the Executive Board with respect to such acquisition, which authorisation shall lapse after a period of 18 months and which must specify the number of shares which may be acquired, how they may be acquired and the price limits between which shares may be acquired. Acquisition or sale of the Company's own shares takes place following a decision of the Executive Board, which decision is subject to approval of the Supervisory Board. Shares held by the Company in its own capital may not be used for voting purposes. Capital reduction Following a proposal by the Executive Board, subject to approval by the Supervisory Board, the General Meeting of Shareholders may resolve to reduce the issued share capital by cancelling shares or reducing the nominal value of the shares pursuant to an amendment of the Articles of Association, with due observance of the legal and statutory provisions. Annual accounts and dividend Each year within five months after the Company's financial year, except where extension has been granted for a maximum of six months by the General Meeting of Shareholders on the basis of special circumstances, the Executive Board shall prepare the annual accounts accompanied by an annual report. The annual accounts must subsequently be adopted by the Supervisory Board. The annual accounts must also be approved by the General Meeting of Shareholders. Barring specific exceptions the Company may only pay annual dividends from its profits, if the annual accounts of the Company, after their adoption by the Supervisory Board and approval by the General Meeting of Shareholders, show that payment of dividends is prudent. The Executive Board may, on the condition of approval of the Supervisory Board, pay interim dividends. The Company may only pay dividends to shareholders if the Company's equity exceeds the value of the paid-in and called-up portion of the capital and the legal and statutory reserves. Dividends are first paid out of profits on the Golden Share equal to 6% of its par value, while a dividend is paid on each Preference Share, the amount or where appropriate the determination of which is determined by a representative board that is authorized to issue shares at the time of issue of such Preference Share. Should payment of dividend on the Golden or Preference Shares for any financial year not or not completely take place when this is not warranted by the profit, the Executive Board, subject to approval of the Supervisory Board, may decide that the deficit is to be paid from the distributable reserves. Should the Executive Board not decide to make such payment, the deficit will be charged against subsequent years' profits, whereby the holder of the Golden Share and the holders of Preference Shares will first receive their rightful overdue dividend and then the dividend for the last financial year. It is decided annually by the Executive Board, upon approval of the Advisory Board, which part of the profit, after payment of dividend on the Golden Share and the preference shares, will be reserved. The remaining portion of the profit, after payment of dividend on the Golden Share and the Preference Shares and the establishment of any reserves, shall be at the disposal of the General Meeting of Shareholders.

AJAX ARCHIEF

Jaarverslagen Ajax NV (vanaf 1997) | 1998 | | pagina 44