Note D: Shareholders’ equity

Subscribed share capital

The holders of common shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the Annual General Meeting of shareholders. The holders of the priority shares are entitled to a dividend of 6 percent per share or the statutory interest in the Netherlands, whichever is lower, plus any accrued and unpaid dividends. They are entitled to 200 votes per share (in accordance with the 200 times higher nominal value per share) at the Annual General Meeting of shareholders. In addition, the holders of priority shares have the right to draw up binding lists of nominees for appointment to the Supervisory Board and the Board of Management; amendments to the Articles of Association are subject to the approval of the Meeting of Holders of Priority Shares.

Priority shares may only be transferred to a transferee designated by a Meeting of Holders of Priority Shares and against payment of the par value of the shares, plus interest at the rate of 6 percent per annum or the statutory interest in the Netherlands, whichever is lower, for the period between the beginning of the year and the date of transfer. There are no restrictions on voting rights of holders of common or priority shares. The Articles of Association set out procedures for exercising voting rights. The Annual General Meeting of shareholders has in 2015 resolved to authorize the Board of Management for a period of 18 months (i) to issue shares (or grant rights to shares) in the capital of the company up to a maximum of 10 percent, which in case of mergers or acquisitions can be increased by up to a maximum of 10 percent, of the total number of shares outstanding (and to restrict or exclude the pre-emptive rights to those shares) and (ii) to acquire shares in the capital of the company, provided that the shares that will at any time be held will not exceed 10 percent of the issued share capital. The issue or repurchase of shares requires the approval of the Supervisory Board.

We held no common shares at year-end 2015 or 2014.

Of the shareholders’ equity of €6.5 billion, an amount of €5.7 billion (2014: €5.0 billion) was unrestricted and available for distribution – subject to the relevant provisions of our Articles of Association and Dutch law. We consider negative reserves for actuarial gains and losses as restricted.

Unrestricted reserves at year-end

 

 

 

 

 

In € millions

 

2014

 

2015

Shareholders’ equity at year-end

 

5,790

 

6,484

Subscribed share capital

 

(492)

 

(498)

Subsidiaries’ restrictions to transfer funds

 

(245)

 

(224)

Statutory reserve due to capital reduction

 

(61)

 

(61)

Reserve for development costs

 

(24)

 

(23)

Cash flow hedge reserve

 

 

Unrestricted reserves

 

4,968

 

5,678

Statutory reserves have been recognized following section 373 paragraph 4 of Book 2 of the Netherlands Civil Code. At the Annual General Meeting of shareholders of April 26, 2001, an amendment to the Articles of Association was approved whereby the par value of the priority shares was decreased to €400 and of the common shares and the cumulative preferred shares to €2. As the revised nominal values are lower than the original par values, in accordance with section 67a of Book 2 of the Netherlands Civil Code, we recognize a statutory reserve of €61 million for this reduction in subscribed share capital. Statutory reserves also include €23 million for capitalized development costs, as well as the reserves relating to earnings retained by subsidiaries, associates, and joint ventures after 1983.

Dividend

We will propose to the Annual General Meeting on April 20, 2016, a 2015 final dividend of €1.20 per share, which would make a total 2015 dividend of €1.55 per share (2014: €1.45). There will be a stock dividend option with cash dividend as default.

During 2015, we paid the 2014 final dividend of €1.12 and the 2015 interim dividend of €0.35 per share.