Share Dealing Code
Members of the Board of Management, the Executive Committee and the Supervisory Board are subject to the AkzoNobel Share Dealing Rules, which limit their opportunities to trade in AkzoNobel securities. In accordance with Dutch law and regulations, transactions in AkzoNobel shares carried out by Board of Management, Executive Committee and Supervisory Board members are, as and when required, notified to the Dutch Authority for the Financial Markets.
The Board of Management, Executive Committee and Supervisory Board members require authorization from the General Counsel prior to carrying out any transactions in respect of AkzoNobel securities, even in a so-called open period. In relevant cases, the General Counsel can prohibit carrying out transactions in respect of other companies’ securities.
Share classes and major shareholders
AkzoNobel has three classes of shares: common shares, cumulative preferred shares and priority shares. Common shares are traded on the Euronext Amsterdam stock exchange. Common shares are also traded over-the-counter on OTCQX (organized by Pink Sheets) in the US in the form of American Depositary Receipts (each American Depositary Receipt representing one-third of a common share). On December 31, 2013, a total of 242,625,535 common shares and 48 priority shares had been issued. By December 31, 2013, MFS Investment Management held more than 5 percent of the company’s share capital.
The priority shares are held by the Foundation Akzo Nobel. The Foundation’s Board consists of members of AkzoNobel’s Supervisory Board who are not members of the Audit Committee. The Meeting of Holders of Priority Shares has the nomination rights for the appointments of members of the Board of Management and of the Supervisory Board, as well as the right to approve amendments to the Articles of Association of the company.
No cumulative preferred shares have been issued to date. It has been communicated that the cumulative preferred shares merely have a financing function, which means that if necessary, and possible, they will be issued at or near to the prevailing quoted price for common shares.
The Annual General Meeting of shareholders held on April 26, 2013, authorized the Board of Management for a period of 18 months after that date – subject to approval from the Supervisory Board – to issue shares in the capital of the company up to a maximum of 10 percent of the issued share capital (or 20 percent in case of a merger or acquisition) and to restrict or exclude the pre-emption rights for existing shareholders for those shares. At the same meeting, the Board of Management was given a mandate to acquire up to a maximum of 10 percent of the issued share capital of the company.
Annual General Meeting of shareholders (AGM)
Currently, General Meetings of shareholders are held at least once a year. The Annual General Meeting of shareholders is convened by public notice. The agenda, the notes to the agenda and the procedure for attendance – including the record date and the procedure for granting a proxy to a third party – are published in advance and posted on the company’s website. In 2013, the Shareholders’ Communication Channel was used for the final time to distribute the agenda and to allow shareholders who hold their shares through an associated bank to participate in proxy voting at the meeting. The Shareholders’ Communication Channel was terminated as of December 31, 2013. However, AkzoNobel will continue to provide “remote voting” possibilities for shareholders, among others by means of e-voting.
Holding shares in the company on the record date determines the right to exercise voting rights and other rights relating to the Annual General Meeting of shareholders, notwithstanding the subsequent sale of shares thereafter. The notes to the agenda contain all relevant information with respect to the proposed resolutions. All resolutions are made on the basis of the “one share, one vote” principle (assuming an equal par value for each class of shares). All resolutions are adopted by absolute majority, unless the law or the company’s Articles of Association stipulate otherwise.
The Annual General Meeting of shareholders reviews the annual report and decides on adoption of the financial statements and the dividend proposal, as well as on the discharge of the members of the Supervisory Board and the Board of Management. In deviation from the Act on Corporate Governance (Frijns) that came into force on July 1, 2013, holders of common shares in aggregate representing at least 1 percent of the total issued capital may submit proposals for the agenda of the Annual General Meeting of shareholders. These proposals must be adequately substantiated and must be submitted in writing, or electronically, to the company’s head office in Amsterdam at least 60 calendar days in advance of the meeting. The draft minutes of the Annual General Meeting of shareholders (in Dutch) are made available on the company’s corporate website within three months of the meeting date. The final and duly signed minutes are made available online within six months of the meeting date.
The Annual General Meeting of shareholders approves or adopts, as the case may be, among other matters:
- The financial statements
- Dividends (not interim dividends)
- The election of members of the Board of Management and the Supervisory Board
- The remuneration of the members of the Supervisory Board
- Changes to the remuneration policy for the Board of Management
- Other important matters such as major acquisitions or the sale of a substantial part of the company as required by law
- The authorization of the Board of Management to issue new shares