Our shares are listed on the NYSE Euronext Stock Exchange in Amsterdam (symbol: ‘ASM’) where ASMI is included in the Midcap index. In the US, our shares, held in the form of New York Registry Shares, trade on the OTC market (symbol: 'ASMIY'). Details about our shares and how our shareholders are able to exercise their rights, including information on our Annual and Extraordinary General Meetings of Shareholders, voting rights, and major shareholders in the company, are outlined below.
ASMI shareholders exercise their rights through Annual and Extraordinary General Meetings of Shareholders. ASMI is required to convene an Annual General Meeting of Shareholders (AGM) in the Netherlands each year, no later than six months after the end of the Company’s financial year. Additional Extraordinary General Meetings of Shareholders may be convened at any time by the Supervisory Board or the Management Board.
The convocation date is legally set at 42 days prior to the date of the AGM.
The record date is legally set at 28 days prior to the date of the AGM. Those who are registered as shareholders at the record date are entitled to attend the meeting and to exercise other shareholder rights. Shareholders may be represented by written proxy.
The Annual Report, the Financial statements and other regulated information such as defined in the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht), will solely be published in English on the Company's website (www.asm.com).
The draft minutes of the AGM are available on the Company's website no later than three months after the meeting. Shareholders may provide their comments in the subsequent three months. Thereafter, the minutes are adopted.
On May 22, 2017, ASMI held its AGM in Amsterdam, the Netherlands. The attendance rate was 73.0% of the total issued share capital of ASMI as per the registration date. In line with the ASMI Boards' recommendations, the shareholders approved all resolutions as proposed to the AGM. The minutes of the AGM are published on the Company's website.
In the AGM, each ordinary share with a nominal value of €0.04 entitles the holder to cast one vote, each financing preferred share with a nominal value of €40.00 entitles the holder to cast one thousand votes and each preferred share with a nominal value of €40.00 entitles the holder to cast one thousand votes. Presently, there are no preferred shares and financing preferred shares outstanding. Treasury shares held by the Company cannot be voted on.
The authorized capital of the Company amounts to 110,000,000 shares of €0.04 par value common shares, 118,000 shares of €40 par value preferred shares and 8,000 shares of €40 par value financing preferred shares, of which 56,140,153 common shares, no preferred and no financing preferred shares were outstanding as at December 31, 2017. All per December 31, 2017 outstanding common shares were fully paid.
Financing preferred shares are designed to allow ASMI to finance equity with an instrument paying a preferred dividend, linked to EURIBOR loans and government loans, without the dilutive effects of issuing additional common shares.
The graph below provides an overview of the shareholders' structure.
Preferred and financing preferred shares are issued in registered form only and are subject to transfer restrictions. Essentially, a preferred or financing preferred shareholder must obtain the approval of the Company's Supervisory Board to transfer shares. If the approval is denied, the Supervisory Board will provide a list of acceptable prospective buyers who are willing to purchase the shares at a cash price to be fixed by consent of the Supervisory Board and seller within two months after the approval is denied. If the transfer is approved, the shareholder must complete the transfer within three months, at which time the approval expires.
Preferred shares are entitled to a cumulative preferred dividend based on the amount paid-up on such shares. Financing preferred shares are entitled to a cumulative dividend based on the par value and share premium paid on such shares.
ASMI is party to an agreement with Stichting Continuïteit ASM International (Stichting), pursuant to which Stichting is granted an option to acquire up to a number of our preferred shares corresponding with a total par value equal to 50% of the par value of our common shares issued and outstanding at the date of the exercise of the option. Stichting is a non-membership organization organized under Dutch law. The objective of Stichting is to serve the interests of the Company. For that objective, Stichting may, among other things, 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:
The purpose of above mentioned option is to protect the independence, the continuity and the identity of ASMI against influences that are contrary to the interests of ASMI, its enterprise and the enterprises of its subsidiaries and all stakeholders.
The powers of the AGM are defined in our Articles of Association. The main powers of the shareholders are to:
Pursuant to the Dutch Financial Supervision Act (Wet op het financieel toezicht or WFT), legal entities as well as natural persons must immediately notify the Dutch Authority for the Financial Markets (AFM) when a shareholding equals or exceeds 3% of the issued capital. The AFM must be notified again when this shareholding subsequently reaches, exceeds or falls below a threshold. This can be caused by the acquisition or disposal of shares by the shareholder or because the issued capital of the issuing institution is increased or decreased. Thresholds are: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75%, and 95%. The AFM incorporates the notifications in the public register, which is available on its website. Failure to disclose the shareholding qualifies as an offense, and may result in civil penalties, including suspension.
The following table sets forth information with respect to the ownership of our common shares as of February 1, 2018, by each beneficial owner known to us of more than 3% of our common shares:
|Number of Shares||Percent||Number of voting rights||Percent 1|
|Stichting ADP 2||8,707,323||14.0%||8,707,323||14.0%|
|J.P. Morgan Chase & Co 3||8,100,853||13.0%||8,100,853||13.0%|
|ASM International NV 4||6,157,241||9.9%||–||0.0%|
|Eminence Capital LP 5||5,730,674||9.2%||5,730,674||9.2%|
|Schroders Plc 6||–||0.0%||3,172,577||5.1%|
|Tokyo Electron Ltd. 7||2,699,000||4.3%||2,699,000||4.3%|
A 'beneficial owner' of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security. In addition, a person shall be deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security, as defined above, within 60 days, including but not limited to any right to acquire: (i) through the exercise of any option, warrant or right; (ii) through the conversion of a security; or (iii) pursuant to the power to revoke, or pursuant to the automatic termination of, a trust, discretionary account, or similar arrangement.