Article of Association Regarding Shareholder Rights and Company's Share Dispossession, Exams of Law

Download Article of Association Regarding Shareholder Rights and Company's Share Dispossession and more Exams Law in PDF only on Docsity! EUO3: 1481546414.1 1 Allen & Overy LLP Koninklijke Brill N.V. Proposed amendment articles of association 2020 JL/RH/hv/0087544-0000008 PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION of Koninklijke Brill N.V. with official seat in Leiden, the Netherlands. The proposal below contains three columns. The text of the current Articles of Association is stated in the first column. The second column contains the proposed changes. It is proposed to effect the changes stated in the second column by means of a complete amendment and restatement of the Articles of Association provided that articles for which no change has been proposed, will be included unchanged in the deed of amendment. The third column provides brief explanatory notes per new Article. In addition, general explanatory notes discussing the key issues of the proposed changes are available separately. The text of the proposal below is an English translation of a proposal prepared in Dutch. In preparing the text below, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences may occur in translation and if they do, the Dutch text will govern by law. In this translation, Dutch legal concepts are expressed in English terms. The concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions. Certain of the proposed amendments to the Dutch text simply relate to alignment with appropriate use of Dutch legal terminology (e.g. the replacement of the words 'directie' and directeur' by 'bestuur' and 'bestuurder'), consequently such amendments are not reflected in the English translation. CURRENT TEXT: PROPOSED NEW TEXT: Explanatory notes: ARTICLES OF ASSOCIATION NAME AND REGISTERED OFFICE Article 1 The name of the company is: Koninklijke Brill N.V. EUO3: 1481546414.1 2 It has its registered office in Leiden, the Netherlands. OBJECTS Article 2 The objects of the company are: a. to publish information products and to trade in these products; b. to cooperate with, participate in, take over and/or conduct the management of other companies with a similar or related object; c. to carry out all that is connected to the above or could be beneficial to the above, all in the broadest sense. DURATION Article 3 The company is formed for an indefinite period of time. CAPITAL Article 4 1. The authorised share capital of the company amounts to three million euro (EUR 300,000,000), divided into two million five hundred thousand (2,500,000) ordinary shares and two million five hundred thousand (2,500,000) cumulative preference shares, EUO3: 1481546414.1 5 Article. 6. The Management Board will keep the register at the company's offices for inspection by the holders of shares, as well as by the holders of a right of usufruct or right of pledge in respect of shares. The information contained in the register relating to partly paid up shares is available for general inspection: a copy or extract of this information will be provided at no more than cost price. 7. A right of usufruct may be established on shares. The voting rights on the shares in question are vested in the holder of shares in respect of which the right of usufruct was established, unless determined otherwise at the time when the right of usufruct was first established. If the voting right is vested in the holder of the right of usufruct, this will also include all special rights attached to the shares unless determined otherwise at the time when the right of usufruct was first established. 8. The shareholder who has no voting rights and the holder of a right of usufruct who does have voting rights, have the same rights that holders of depository receipts for shares issued with the company's concurrence are EUO3: 1481546414.1 6 entitled to by law. 9. A right of pledge may be established on shares. The provisions laid down in paragraphs 7 and 8 of this Article apply mutatis mutandis. ISSUE OF SHARES Article 6 1. Any issue of shares takes place pursuant to a resolution passed by the general meeting of shareholders or by the Management Board if they have been appointed to do so by virtue of the Articles of Association or by a resolution passed by the general meeting of shareholders for a set period of no more than five years. At the time of the appointment it should be determined how many shares may be issued. The appointment can be extended for a maximum period of five years at a time. Unless determined otherwise at the time of appointment, it cannot be withdrawn. The appointment by virtue of the Articles of Association can only be revoked by means of an amendment of the Articles of Association. 2. A resolution by the general meeting of shareholders to issue shares can only be EUO3: 1481546414.1 7 passed following a motion put forward by the Management Board. A resolution to put forward a motion to this effect by the Management Board and any resolution by the Management Board to issue shares, if appointed to do so, is subject to prior approval by the Supervisory Board. A resolution passed by the general meeting of shareholders to issue shares or to make an appointment as referred to above furthermore requires a prior or simultaneous approving resolution passed by each group of holders of shares of the same class whose rights will be damaged as a result of the issue. 3. The Management Board will file a copy of the full text of a resolution passed by the general meeting of shareholders to issue shares or to make an appointment at the offices of the trade register within eight days after such a resolution was passed. Within eight days after each issue the Management Board will report the issue at the offices of the commercial register, stating the number and class of the shares issued. The provisions laid down in this paragraph and the previous paragraphs of this Article apply mutatis mutandis to the granting of rights to acquire 3. The Management Board will file a copy of the full text of a resolution passed by the general meeting of shareholders to issue shares or to make an appointment at the offices of the trade register within eight days after such a resolution was passed. Within eight days after the end of each quarter of the financial year the Management Board will report the share issues that took place during that quarter at the offices of the commercial register, stating the number and class of the shares issued. The provisions laid down in this paragraph and the previous This amendment is proposed so that this paragraph is aligned with the relevant provision of Dutch law, Section 2:96 paragraph 4 of the Dutch Civil Code. EUO3: 1481546414.1 10 shares that are issued for a non-cash contribution. The shareholders furthermore do not have a pre-emptive right in respect of shares that are issued to employees of the company or employees of a group company. Holders of ordinary shares do not have a pre- emptive right in respect of cumulative preference shares to be issued. Holders of cumulative preference shares do not have a pre-emptive right in respect of ordinary shares to be issued. 2. The Management Board, subject to the prior approval of the Supervisory Board or the general meeting of shareholders, if the Management Board is not authorised to decide on the issue of shares, will determine when taking a decision to issue shares with a pre-emptive right, how and within which period the pre-emptive right can be exercised, without prejudice to the provisions laid down in Section 2:96a, subsections 4 and 5 of the Dutch Civil Code. 3. The pre-emptive right can be restricted or excluded by virtue of a resolution passed by the general meeting of shareholders. The pre- emptive right can also be restricted or excluded by the Management Board, if it has EUO3: 1481546414.1 11 been appointed as the body authorised to restrict or exclude the pre-emptive right by virtue of the Articles of Association or by virtue of a resolution passed by the general meeting of shareholders for a set period of no more than five years. 4. The appointment of the Management Board as the body authorised to restrict or exclude the pre-emptive right, can be extended by virtue of the Articles of Association or by virtue of a resolution passed by the general meeting of shareholders for a maximum period of five years at a time. An appointment by virtue of a resolution passed by the general meeting shareholders cannot be revoked unless determined otherwise at the time of the appointment. The appointment by virtue of the Articles of Association can only be revoked by means of an amendment of the Articles of Association. The appointment in any event comes to an end when the appointment of the Management Board as referred to in Article 6 paragraph 1 comes to an end. 5. Any resolution passed by the general meeting of shareholders to restrict or exclude the pre- emptive right can only be taken on the basis EUO3: 1481546414.1 12 of a motion put forward by the Management Board. Any decision to this effect by the Management Board and any decisions by the Management Board to restrict or exclude the pre-emptive right, if it is the body authorised to do so, is subject to prior approval by the Supervisory Board. 6. Any resolution by the general meeting of shareholders pertaining to a restriction or exclusion of the pre-emptive right or an appointment as referred to in paragraph 4 of this Article, requires a majority of at least two/thirds of the votes cast, if less than half of the issued capital is represented at the meeting. 7. Any motion that is put to the general meeting of shareholders pertaining to the restriction or exclusion of the pre-emptive right should give the reasons for the motion and the proposed issue price in writing. PURCHASE AND WITHDRAWAL OF SHARES Article 8 1. Any acquisition of shares that are not fully paid up by the company in its own capital will be invalid. 2. The company may only acquire fully paid up EUO3: 1481546414.1 15 payable to the company in respect of the purchase price and the statutory interest payable on this from this period in time. 9. The company may not, with a view to others subscribing to or acquiring shares in its capital or depository receipts for shares thereof, provide loans, provide security, guarantee the price or in any other way warrant performance or bind itself jointly or severally for or by third parties. reimbursement payable to the company in respect of the purchase price and the statutory interest payable on this from this period in time. 9. The company may not, with a view to others subscribing to or acquiring shares in its capital or depository receipts for shares thereof, provide loans, provide security, guarantee the price or in any other way warrant performance or bind itself jointly or severally for or by third parties. These restrictions also apply to its subsidiaries. The restrictions described in this paragraph 9 do not apply if the shares or the depositary receipts issued for shares are subscribed for or acquired by employees of the company or employees of its subsidiaries. The general meeting of shareholders may decide to reduce the issued capital by withdrawing shares or by reducing the amount of the shares by means of an amendment of the Articles of Association. 10. The company or its subsidiaries may provide loans for the purpose of acquiring shares or depositary receipts issued for These amendments are proposed in order to align this Article with the statutory provision in Dutch law for the repurchase of a company's own shares, Section 2:98c of the Dutch Civil Code. This new paragraph 10 reflects Section 2:98c paragraph 2 of the Dutch Civil Code. EUO3: 1481546414.1 16 The general meeting of shareholders may decide to reduce the issued capital by withdrawing shares or by reducing the amount of the shares by means of an amendment of the Articles of Association. 10. Any decision to withdraw may concern shares which the company holds itself or in respect of which it holds the depository receipts. Any decision to withdraw with repayment may also concern all cumulative preference shares. Any decision to reduce the capital can only be taken at a meeting with a majority of at least two/thirds of the votes cast if less than half the issued capital is represented at the meeting. The notice convening the meeting should state the aim of the reduction of capital and the method of implementation. Any decision to reduce the capital requires the simultaneous or prior approval of each group of holders of shares of the same class whose rights are going to be affected. 11. The Management Board is authorised to dispose of own shares or depository receipts for shares subject to the combined meeting's shares with due observance of the applicable provisions of the law. 11. The general meeting of shareholders may decide to reduce the issued capital by withdrawing shares or by reducing the amount of the shares by means of an amendment of the Articles of Association. 12. Remains unchanged, old Article 10. 13. Remains unchanged, old Article 11. EUO3: 1481546414.1 17 approval. JOINT RIGHTS IN RESPECT OF A SHARE Article 9 If several persons acquire joint rights in respect of a share, these persons can only exercise these rights by having themselves represented towards the company by one person. TRANSFER OF SHARES AND RESTRICTED RIGHTS IN RESPECT OF SHARES Article 10 1. Any transfer of shares or transfer of a restricted right thereon in so far as and as long as shares or depository receipts for shares in the company have not been admitted to the official listing of a regulated stock exchange requires a notarial deed to be executed for that purpose before a civil law notary registered in the Netherlands, to which those involved must be parties. 2. Any transfer of shares or restricted rights thereon in accordance with the provisions laid down in the previous paragraph, will also be legally binding on the company. Except when the company itself is party to the legal act, the rights attached to the share EUO3: 1481546414.1 20 only take place when the deed contains an officially recorded date. 6. A right of pledge can also be established without acknowledgement by or service on the company. In that case Section 3:239 of the Dutch Civil Code will apply by analogy, whereby acknowledgement by or service on the company will take the place of the statement referred to in paragraph 3 of this Article. RIGHT OF PLEDGE ON SHARES Article 11 The company may only take own shares or depository receipts thereof in pledge if: a. the shares on which the right of pledge is to be established are fully paid up; b. the nominal value of the shares to be taken in pledge and the own shares and depository receipts thereof already held or held in pledge collectively do not amount to more than one/tenth of the issued capital, and c. the general meeting of shareholders has approved the pledge agreement. TRUST OFFICES – DEPOSITORY RECEIPTS FOR SHARES EUO3: 1481546414.1 21 Article 12 1. In these Articles of Association, trust offices are taken to mean trust offices which by virtue of an agreement entered into between such a trust office and the Management Board on behalf of the company, subject to the prior approval of the Supervisory Board, issue exchangeable depository receipts for shares in bearer form against shares in its possession. 2. Wherever in these Articles of Association reference is made to a holder of depository receipts for shares this exclusively refers to the holder of a depository receipt for a share in the company - issued by a trust office referred to in the first paragraph of this Article in accordance with the agreement entered into with this trust office - as well as the holder of another depository receipt for shares issued with the company's cooperation and those persons who by virtue of a right of usufruct or a right of pledge established on a share have the rights referred to in paragraphs 7, 8 and 9 of Article 5. 3. The Management Board, subject to the approval of the Supervisory Board, is authorised to cooperate in the issue of 1. In these Articles of Association, trust offices are taken to mean trust offices which by virtue of an agreement entered into between such a trust office and the Management Board on behalf of the company, subject to the prior approval of the Supervisory Board, issue exchangeable depository receipts for shares in registered form against shares in its possession. It is proposed that the depositary certificates issued for shares will be in registered form instead of bearer form; for more information please refer to the explanatory notes. EUO3: 1481546414.1 22 depository receipts for shares on behalf of the company. SHAREHOLDERS Article 13 1. Ordinary shares may only be held by: a. private individuals; b. the company itself; c. the trust offices, as referred to in Article 12 paragraph 1, with regard to which this has been determined by virtue of an irrevocable resolution passed by the Management Board, subject to prior approval by the Supervisory Board. The Management Board is entitled to set conditions on this, subject to similar approval; d. legal entities that were shareholders in the company on the twenty-ninth day of July nineteen hundred and ninety-seven (29 July 1997); e. legal entities, other than those referred to above, with regard to which it has been determined by virtue of an irrevocable resolution passed by the Management Board, subject to the prior approval of the EUO3: 1481546414.1 25 In the case of a dividend payment in shares by virtue of an optional dividend the maximum percentage referred to will be based on a capital that would have been issued if all shareholders were to have opted for a dividend payment in shares. 4. The provisions laid down in paragraph 2 of this Article are not applicable: a. to the company itself and to the trust offices referred to in paragraph 1 subparagraph c of this Article; b. to a transfer by the company and an issue by the company of ordinary shares within the framework of either a merger - which among other things includes a legal merger or takeover of another company -, or acquisition of a participating interest or increase of such a participating interest, in relation to which it has been determined by virtue of an irrevocable resolution passed by the Management Board, subject to the prior approval by the Supervisory Board and the combined meeting, that the restrictions with respect to the transfer of ordinary shares have been 4. The provisions laid down in paragraph 2 of this Article are not applicable: a. to the company itself and to the trust offices referred to in paragraph 1 subparagraph c of this Article; b. to a transfer by the company and an issue by the company of ordinary shares within the framework of either a merger - which among other things includes a legal merger or takeover of another company -, or acquisition of a participating interest or increase of such a participating interest, in relation to which it has been determined by virtue of an irrevocable resolution passed by the Management Board, subject to the prior approval by the Supervisory Board and the combined meeting, that the restrictions with respect to the transfer of ordinary shares have been EUO3: 1481546414.1 26 lifted. The Management Board is entitled to impose conditions on the lifting of these restrictions subject to similar approval; c. to a legal entity, with regard to which in order to acquire the tax exemption for subsidiaries as referred to in the 1969 Corporation Tax Act (Wet op de vennootschapsbelasting 1969), it has been determined by virtue of an irrevocable resolution passed by the Management Board, subject to the approval of the Supervisory Board and the combined meeting, that the restrictions with respect to the transfer of ordinary shares have been lifted. The Management Board is entitled to impose conditions on the lifting of these restrictions subject to similar approval. 5. If legal entities, other than those referred to in paragraph 1 of this Article, acquire ordinary shares in the company's capital as a result of a change of ownership, other than a transfer, or if a shareholder acquires more shares as a result of a partition of a community of property, as a result of an acquisition by lifted. The Management Board is entitled to impose conditions on the lifting of these restrictions subject to similar approval; c. to a legal entity, with regard to which in order to acquire the tax exemption for subsidiaries as referred to in the 1969 Corporation Tax Act (Wet op de vennootschapsbelasting 1969), it has been determined by virtue of an irrevocable resolution passed by the Management Board, subject to the approval of the Supervisory Board and the combined meeting, that the restrictions with respect to the transfer of ordinary shares have been lifted. The Management Board is entitled to impose conditions on the lifting of these restrictions subject to similar approval. For practical purposes it is proposed not to require approval of the Combined Meeting in addition to the approvals of the Management Board and the Supervisory Board as the Combined Meeting is made up of these two corporate bodies. EUO3: 1481546414.1 27 virtue of an inheritance or in general as a result of an acquisition under universal title or by operation of law, than can be transferred according to paragraph 2 of this Article, the shares which the legal entity holds, respectively that exceed the limit referred to, will either have to be converted into depository receipts for shares issued by a trust office as referred to in paragraph 1, subparagraph c of this Article, or be sold with due observance of the provisions laid down in this Article within a period to be determined by the Management Board of no less than two months and no more than six months. If no conversion into depository receipts for shares or sale has taken place by the end of the period determined by the Management Board, the legal entity or the shareholder that is obliged to convert the shares into depository receipts for shares or to sell the shares will not be able to exercise any meeting or voting rights on those shares, as long as the conversion into depository receipts for shares or sale has not taken place; in addition the rights vested in him in respect of dividends on those shares will be suspended until the conversion into depository receipts for shares EUO3: 1481546414.1 30 Board is obliged to simultaneously nominate one or more interested parties that would be willing and able to purchase all the shares, to which the request refers, in cash at a price to be determined by the seller and the Management Board by mutual agreement within two months after that nomination. 3. If the seller has not received a written communication about the request to approve the proposed transfer from the company within three months after this request was received by the company, or a timely written refusal to approve the transfer which was not accompanied with the nomination of one or more interested parties as referred to in paragraph 2 of this Article, the approval for the transfer will be deemed to have been granted after the abovementioned period has passed respectively after the refusal was received. 4. If no agreement can be reached between the seller and the Management Board within two months after the approval was refused with respect to the price referred to in paragraph 2 of this Article, this price will be determined by the auditor referred to in Article 29, paragraph 3, though only at the seller's EUO3: 1481546414.1 31 request. 5. The seller may decide not to go through with the transfer as long as he informs the Management Board of this in writing within one month after he was informed of the agreed price. 6. In the case the transfer is approved for the purpose of paragraph 1 or paragraph 3 of this Article, the seller reserves the right to transfer all shares to which his request referred, to the buyer referred to in the request, during a period of three months after this approval. 7. If approval is granted or deemed to have been granted, it is not possible to invoke non- fulfilment of the provisions laid down in Article 13. MANAGEMENT BOARD Article 15 1. The company will be managed by a Management Board consisting of one or more Managing Directors. The number of Managing Directors is determined by the combined meeting. 2. Managing Directors are appointed by the Supervisory Board. The Supervisory Board must notify the general meeting of an EUO3: 1481546414.1 32 intended appointment of a Managing Director. 3. Each Managing Director may be removed by the Supervisory Board. The Supervisory Board may not remove a Managing Director until the general meeting has been consulted on the intended removal. 4. Section 2:158, subsection 10, of the Dutch Civil Code shall apply by analogy to the powers of the general meeting in respect of an intended appointment or an intended removal of a Managing Director. 5. Each Managing Director may be suspended or removed by the Supervisory Board at any time. A suspension may be extended one or more times, but may not last longer than three months in aggregate. If, at the end of that period, no decision has been taken on termination of the suspension or on removal, 5. A Managing Director will retire not later than the day on which the annual General Meeting of Shareholders is held in the fourth calendar year after the calendar year in which such member was last appointed. A Managing Director who retires in accordance with the previous provision is immediately eligible for reappointment. 6. Unchanged old paragraph 5. The company adheres to the principles of the Dutch Corporate Governance Code, among other things in relation to the term for which a Managing Director can be appointed. The proposed amendment reflects Best Practice Provision 2.2.1. of the Corporate Governance Code. EUO3: 1481546414.1 35 all Managing Directors then in office. 4. Resolutions of the Management Board entailing a significant change in the identity or character of the company or its business are subject to the approval of the General Meeting, including in any case: (a) the transfer of (nearly) the entire business of the company to a third party; (b) entering into or breaking off long- term co-operations of the company or a subsidiary with an other legal entity or company or as fully liable partner in a limited partnership or general partnership, if this co-operation or termination is of major significance for the company; (c) acquiring or disposing of participating interests in the capital of a company of at least one third of the sum of the assets of the company as shown on its balance sheet plus explanatory notes or if the company prepares a consolidated balance sheet, its consolidated balance sheet plus explanatory notes according to the last adopted annual accounts of the EUO3: 1481546414.1 36 company, by the company or a subsidiary. 5. Without prejudice to any other applicable provisions of the law or these Articles of Association, Management Board resolutions with respect to any one or more of the following matters are subject to the approval of the Supervisory Board: (a) issue and acquisition of shares and debentures at the expense of the company or of debentures at the expense of a limited partnership or general partnership in respect of which the company is a partner with full liability; (b) cooperation in the issuance of depository receipts for Shares; (c) the application for admission of the securities under a and b above to a regulated market or multilateral trading facility as referred to in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) or a comparable regulated market or multilateral trading facility system from a state that is not a member state, or, as the 5. Without prejudice to any other applicable provisions of the law or these Articles of Association, Management Board resolutions with respect to any one or more of the following matters are subject to the approval of the Supervisory Board: (a) issue and acquisition of shares and debentures at the expense of the company or of debentures at the expense of a limited partnership or general partnership in respect of which the company is a partner with full liability; (b) cooperation in the issuance of depository receipts for Shares; (c) the application for admission of the securities under a and b above to a trading platform as referred to in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) or a comparable trading platform from a state that is not a member state, or, as the case may be, the cancellation of such admission; Amendment pursuant to the Markets in Financial Instruments Directive, for more information please refer to the explanatory notes. EUO3: 1481546414.1 37 case may be, the cancellation of such admission; (d) entering into or termination of a long term cooperation of the company or a dependent company with another legal entity or company or, as a partner with full liability, in a limited partnership or general partnership if such cooperation or termination is of fundamental importance for the company; (e) participation by the company or a dependent company in the capital of another company if the value of such participation is at least one quarter of the amount of the issued capital plus reserves of the company according to its balance sheet and explanatory notes, as well as significantly increasing or reducing such participation; (f) investments requiring an amount equal to at least one quarter of the issued capital plus reserves of the company according to its balance sheet and explanatory notes; (g) a proposal to amend these Articles of (d) entering into or termination of a long term cooperation of the company or a dependent company with another legal entity or company or, as a partner with full liability, in a limited partnership or general partnership if such cooperation or termination is of fundamental importance for the company; (e) participation by the company or a dependent company in the capital of another company if the value of such participation is at least one quarter of the amount of the issued capital plus reserves of the company according to its balance sheet and explanatory notes, as well as significantly increasing or reducing such participation; (f) investments requiring an amount equal to at least one quarter of the issued capital plus reserves of the company according to its balance sheet and explanatory notes; (g) a proposal to amend these Articles of EUO3: 1481546414.1 40 other Management Board resolutions to be subject to its approval. The Management Board must be notified in writing of such resolutions, which must be clearly specified. 7. The absence of approval by the general meeting of shareholders of a resolution as referred to in paragraph 4, or of the Supervisory Board of a resolution as referred to in paragraphs 5 and 6 will not affect the authority of the Management Board or the Managing Directors to represent the company. Article 17 1. The company will be represented by the Management Board. Each Managing Director will also be authorised to represent the company. 2. The Management Board may appoint officers with general or limited power with the title of assistant managing director to represent the company. Each officer will be competent to represent the company, subject to the restrictions imposed on him. The authority of an officer thus appointed may not extend to any transaction where the company has a conflict of interest with the officer concerned 2. The Management Board may appoint officers with general or limited power with the title of assistant managing director to represent the company. Each officer will be competent to represent the company, subject to the restrictions imposed on him. The authority of an officer thus appointed may not extend to any transaction where the company has a conflict of interest with the officer concerned Changes are proposed in the context of the Act on Management and Supervision that was enacted in 2013; for more information please refer to the explanatory notes. EUO3: 1481546414.1 41 or with one or more Managing Directors. 3. If a conflict of interest arises between the company and a Managing Director, the company shall be represented by the Managing Director or the member of the Supervisory Board appointed for this purpose by the Supervisory Board. or with one or more Managing Directors. 3. A Managing Director may not participate in deliberating or decision-making within the Management Board, if with respect to the matter concerned he has a direct or indirect personal interests that conflicts with the interests of the Company and the business connected with it. If, as a result hereof, the Management Board cannot make a decision, the Supervisory Board will resolve the matter. 4. The Managing Director who in connection with a (potential) conflict of interests does not exercise certain duties and powers will insofar be regarded as a Managing Director who is unable to perform his duties (belet). 5. In the event of a conflict of interests as referred to in paragraph 4, the provisions of paragraph 1 will continue to apply unimpaired. In addition, the Supervisory Board may, ad hoc or otherwise, appoint one or more persons to represent the Company in matters in which a (potential) conflict of interests exists between the Company and one or more Managing Directors. Changes are proposed in the context of the Act on Management and Supervision that was enacted in 2013; for more information please refer to the explanatory notes. Changes are proposed in the context of the Act on Management and Supervision that was enacted in 2013; for more information please refer to the explanatory notes. Changes are proposed in the context of the Act on Management and Supervision that was enacted in 2013; for more information please refer to the explanatory notes. EUO3: 1481546414.1 42 Article 18 If a seat on the Management Board is vacant (ontstentenis) or a Managing Director is unable to perform his duties (belet), the remaining Managing Directors or Managing Director will be temporarily entrusted with the management of the company. If all seats on the Management Board are vacant or all Managing Directors or the sole Managing Director are unable to perform their duties, the management of the company will be temporarily entrusted to the Supervisory Board, with the authority to temporarily entrust the management of the company to one or more Supervisory Directors and/or one or more other persons. 1. If a seat on the Management Board is vacant (ontstentenis) or a Managing Director is unable to perform his duties (belet), the remaining Managing Directors or Managing Director will be temporarily entrusted with the management of the company. For each vacant seat on the Management Board, the Supervisory Board can determine that it will be temporarily occupied by a person (a stand-in) designated by the Supervisory Board. Persons. If all seats on the Management Board are vacant or all Managing Directors or the sole Managing Director are unable to perform their duties and no seat is temporarily occupied, the management of the company will be temporarily entrusted to the Supervisory Board, with the authority to temporarily entrust the management of the company to one or more Supervisory Directors and/or one or more other persons. 2. When determining to which extent Managing Directors are present or represented, consent to a manner of adopting resolutions, or vote, stand-ins will Article 18 stipulates that the Supervisory Board can appoint a special representative who can temporarily fill a vacancy in the Management Board only if all seats in the Management Board are vacant of the Managing Directors are unable to perform their duties. The proposed amendments allow the Supervisory Board to also appoint such a special representative if such a situation exists in respect of one or more, but not all, Managing Directors. The amendment purports to ensure that the Management Board can continue to adopt resolutions also in the event of one or more of the Managing Directors being unable to carry out their duties or in the event of vacancies. EUO3: 1481546414.1 45 the Shares he holds in the capital of the company and the positions he holds or has held, in so far as these are relevant for the performance of the duties of a Supervisory Director. Furthermore, the names of the legal entities of which he is already a Supervisory Director must be indicated; if those include legal entities which belong to a group, reference of that group will be sufficient. The recommendation and the nomination for appointment or re-appointment must be motivated. In case of re-appointment, the performance in the past period of the candidate as a Supervisory Director will be taken into account. 7. With regard to one third of the total number of members of the Supervisory Board, the Supervisory Board shall put a person recommended by the Works Council on the nomination, unless the Supervisory Board objects to the recommendation because it suspects that the recommended person shall be unsuitable for the exercise of the duties of a Supervisory Director or that the Supervisory Board shall not be composed properly in case of appointment in accordance with the recommendation. If the EUO3: 1481546414.1 46 number of members of the Supervisory Board cannot be divided by three, the closest lower number that can be divided by three shall be taken into account in order to establish the number of members of the Supervisory Board for which the stronger right of recommendation applies. 8. If the Supervisory Board objects to a recommendation as referred to in paragraph 7, it shall inform the Works Council of its objection stating its reasons. The Supervisory Board shall forthwith enter into consultation with the Works Council in order to reach agreement on the recommendation. If the Supervisory Board establishes that no agreement can be reached, a representative of the Supervisory Board designated for that purpose shall request the Enterprise Division of the Amsterdam Court of Appeal to declare the objection well-founded. The request shall not be filed before the lapse of four weeks after the consultation with the Works Council started. The Supervisory Board shall put the recommended person on the nomination if the Enterprise Division declares the objection unfounded. If the Enterprise Division declares the objection well-founded, the EUO3: 1481546414.1 47 Works Council can make a new recommendation in accordance with the provisions of paragraph 7. 9. The general meeting of Shareholders can reject the nomination by an absolute majority of the votes cast, representing at least one third of the issued capital. If the general meeting of Shareholders resolves by an absolute majority of the votes cast to reject the nomination but this majority does not represent at least one third of the issued capital, a new meeting can be convened where the nomination can be rejected by an absolute majority of the votes cast. The Supervisory Board will then prepare a new nomination. Paragraphs 5 through 8 apply. If the general meeting of Shareholders does not appoint the person nominated by the Supervisory Board and does not resolve to reject the nomination, the Supervisory Board will appoint the person nominated. 10. The general meeting of Shareholders shall establish the remuneration for each Supervisory Director. 10. The Company must have a policy with respect to the remuneration of the Supervisory Directors. This policy is determined by the General Meeting; the Supervisory Board will make a proposal to that end. The remuneration policy will Amendment reflects changes introduced by the legislative proposal for the implementation of the revised Shareholder Rights Directive; for more information please refer to the explanatory notes. EUO3: 1481546414.1 50 Supervisory Board, as well as by a representative of the general meeting or of the Works Council, designated for that purpose. Section 2:158 subsection 10 of the Dutch Civil Code applies mutatis mutandis. 2. A Supervisory Director can be suspended by the Supervisory Board; the suspension will lapse by law, if the company has not submitted a petition as referred to in paragraph 1 to the Enterprise Division within one month after commencement of the suspension. 3. The general meeting of Shareholders can, by an absolute majority of the votes cast, representing at least one third of the issued capital, resolve to abandon its trust (het vertrouwen opzeggen) in the entire Supervisory Board. The resolution will state the reasons on which it is based. The resolution cannot regard Supervisory Directors appointed by the Enterprise Division of the Amsterdam Court of Appeal in accordance with paragraph 5. 4. A resolution as referred to in paragraph 3 shall not be passed until after the Management Board has notified the Works Council of the proposed resolution and the EUO3: 1481546414.1 51 reasons therefore. The notification shall be made at least thirty days before the general meeting of shareholders where the proposal is discussed, is held. If the Works Council defines a position on the proposal, the Management Board shall inform the Supervisory Board and the general meeting of shareholders thereof. The Works Council can have its position explained in the general meeting of shareholders. 5. The resolution referred to in paragraph 3 shall result in the immediate resignation of the members of the Supervisory Board. In that case the Management Board shall forthwith request the Enterprise Division of the Amsterdam Court of Appeal to temporarily appoint one or more Supervisory Directors. The Enterprise Division of the Amsterdam Court of Appeal shall determine the consequences of the appointment. 6. The Supervisory Board shall take action to the effect that, within the term stated by the Enterprise Division of the Amsterdam Court of Appeal, a new Supervisory Board is composed in accordance with the provisions of Article 19 paragraphs 4 through 9. EUO3: 1481546414.1 52 Article 22 1. The Supervisory Board is charged with the supervision on the policy pursued by the Management Board and the day-to-day running of the company and its affiliated company. It gives advice to the Management Board. In the fulfilment of their duties the Supervisory Directors focus on the interest of the company and its affiliated company. 2. The Management Board will provide the Supervisory Board in time with any information necessary for the fulfilment of its duties. 3. At least once a year, the Management Board informs the Supervisory Board in writing of the main aspects of the strategic policy, the general and financial risks and the company's management and auditing systems. 4. The Supervisory Board may request assistance from experts. The costs of such assistance will be for the account of the company. 5. The Supervisory Board may decide that one or more Supervisory Directors and/or experts have access to the office and the other buildings and premises of the company and that such persons are authorised to inspect the EUO3: 1481546414.1 55 17. Supervisory Board resolutions may also be adopted in a manner other than at a meeting, in writing or otherwise, provided the proposal concerned is submitted to all Supervisory Directors then in office, none of them objects to the relevant manner of adopting resolutions and more than half of the number of Supervisory Directors has stated to be in favour of the motion. A report must be prepared by the secretary of the Supervisory Board on a resolution adopted other than at a meeting which is not adopted in writing, and such report must be signed by the chairperson and the secretary of the Supervisory Board. Adoption of resolutions in writing is effected by written statements from all Supervisory Directors then in office. making within the Supervisory Board, if with respect to the matter concerned he has a direct or indirect personal interests that conflicts with the interests of the Company and the business connected with it. Article 17 paragraph 4 applies by analogy. 18. Unchanged old paragraph 17. 19. For each vacant seat on the Supervisory Board, the Supervisory Board can determine that it will be temporarily more information please refer to the explanatory notes. Similar to the Management Board a procedure will now be introduced in the Articles of Association that applies if a vacancy should unexpectedly come to exist in the EUO3: 1481546414.1 56 occupied by a person (a stand-in) designated by the Supervisory Board. Persons that can be designated as such include (without limitation) former Supervisory Directors (irrespective of the reason why they are no longer Supervisory Directors). 20. If and as long as all seats on the Supervisory Board are vacant and no seat is temporarily occupied, the Management Board will decide to what extent and in which manner the duties and authorities of the Supervisory Board will temporarily be taken care of. The provisions of Articles 18 paragraph 1 first and second sentence, 18 paragraph 2 and 18 paragraph 3 apply by analogy. Supervisory Board, as provided for by the legislative proposal for the management and supervision of legal entities (new Section 2:142 paragraph 4 of the Dutch Civil Code). COMBINED MEETING Article 23 1. In these Articles of Association a combined meeting is taken to mean: the body that is formed by the meetings of the Supervisory Board and the Management Board. 2. The combined meeting meets whenever the chairman, two other Supervisory Directors, or the Management Board so require. EUO3: 1481546414.1 57 3. The combined meeting is chaired by the chairman of the Supervisory Board and during his absence by another Supervisory Director to be appointed the Supervisory Directors. The secretary of the Supervisory Board is also the secretary of the combined meeting. 4. If the number of members of the Management Board present or represented at a meeting is larger than the number of members of the Supervisory Board present or represented at the meeting, every member of the Supervisory Board will cast the same number of votes as the number of members of the Management Board present or represented and every member of the Management Board will cast the same number of votes as the number of members of the Supervisory Board present or represented. 5. The provisions laid down in Article 22 paragraphs 15 and 17 apply mutatis mutandis to the decision-making of the combined meeting. 6. The combined meeting can only pass valid resolutions at a meeting if at least one member of the Management Board and one member of the Supervisory Board and also 5. The provisions laid down in Article 22 paragraphs 15 until and including 18 apply mutatis mutandis to the decision-making of the combined meeting. EUO3: 1481546414.1 60 written undertaking by that Indemnified Person that he will repay such Expenses if a competent court in an irrevocable judgment has determined that he is not entitled to be indemnified. Expenses will be deemed to include any tax liability which the Indemnified Person may be subject to as a result of his indemnification. 5. Also in case of a Legal Action against the Indemnified Person by the Company itself or its group companies (groepsmaatschappijen), the Company will settle or reimburse to the Indemnified Person his reasonable attorneys' fees and litigation costs, but only upon receipt of a written undertaking by that Indemnified Person that he will repay such fees and costs if a competent court in an irrevocable judgment has resolved the Legal Action in favour of the Company or the relevant group company (groepsmaatschappij) rather than the Indemnified Person. 6. The Indemnified Person may not admit any personal financial liability vis-à-vis third parties, nor enter into any settlement agreement, without the Company's prior written authorisation. The Company and the Indemnified Person will use all reasonable EUO3: 1481546414.1 61 endeavours to cooperate with a view to agreeing on the defence of any Claims, but in the event that the Company and the Indemnified Person fail to reach such agreement, the Indemnified Person will comply with all directions given by the Company in its sole discretion, in order to be entitled to the indemnity contemplated by this Article 24. 7. The indemnity contemplated by this Article 24 does not apply to the extent Claims and Expenses are reimbursed by insurers. 8. This Article 24 can be amended without the consent of the Indemnified Persons as such. However, the provisions set forth herein nevertheless continues to apply to Claims and/or Expenses incurred in relation to the acts or omissions by the Indemnified Person during the periods in which this clause was in effect. THE GENERAL MEETING OF SHAREHOLDERS Article 24 1. The general meetings of shareholders will be held in Leiden, Amsterdam, The Hague or Rotterdam. 2. Every year at least one general meeting of Article 25 EUO3: 1481546414.1 62 shareholders will be held within six months of the end of the financial year, during which general meeting of shareholders the annual accounts will be presented for adoption. In addition a general meeting of shareholders is held within three months after it has become likely to the Management Board that the company's equity has dropped to an amount that is equal to or lower than half of the paid up and called up share capital. 3. The Management Board and the Supervisory Board are equally authorised to convene the general meeting of shareholders. The Management Board and the Supervisory Board are obliged to convene a general meeting of shareholders, if one or more holders of shares, collectively representing at least one/tenth of the issued capital, have requested this in writing and have presented accurate details of the topics to be discussed. If in this case neither the Management Board, nor the Supervisory Board has taken such measures to ensure that the general meeting of shareholders can be held within six weeks after the request, the holders of shares collectively representing at least one/tenth of the issued capital will be authorised to EUO3: 1481546414.1 65 6. The notice convening the meeting will state the topics to be discussed or will state that the shareholders, the depository receipt holders as referred to in Article 12 paragraph 2, and other persons entitled to attend meetings can take cognisance of these at the company's offices, without prejudice to the provisions of Article 31 paragraph 2 of these Articles of Association and the provisions of Section 2:99 subsection 7 of the Dutch Civil Code. 7. No legally valid resolutions can be passed with regard to topics in respect of which this did not happen and of which the treatment has not yet been announced with due regard for the term stated for convening a meeting, unless the resolution is passed at a meeting at which the entire capital is represented as well as anyone else who by law or by virtue of these Articles of Association has to be invited to the meeting. 8. Notice convening a meeting shall be given no later than on the fifteenth day prior to that of the meeting, or no later than on the day as laid down by law in due course. apply by analogy to other announcements, notices and notifications to shareholders and other persons holding meeting rights. 9. The notice convening the meeting will state the topics to be discussed or will state that the shareholders, the depository receipt holders as referred to in Article 12 paragraph 2, and other persons entitled to attend meetings can take cognisance of these at the company's offices, without prejudice to the provisions of Article 32 paragraph 2 of these Articles of Association and the provisions of Section 2:99 subsection 7 of the Dutch Civil Code. Paragraph 7 is deleted. 10. Notice convening a meeting shall be given no later than on the forty-second day prior to that of the meeting, or no later than on the day as laid down by law in due course or, at . Dutch law provides for a general meeting of shareholders of a listed company to be convened by a notice period of no less than forty-two calendar days (Section 2:115 paragraph 2 of the Dutch Civil Code). EUO3: 1481546414.1 66 the discretion of the Management Board, a shorter notice period to the extent allowed by law. Article 25 1. Every shareholder who is entitled to vote and every holder of a right of usufruct or a right of pledge on shares who is entitled to vote, is authorised to attend the general meeting of shareholders, to address this meeting and to exercise his voting right. Holders of ordinary shares must notify the Management Board in writing of their intention to attend the meeting. The Management Board must have received this notice no later than the date stated in the notice convening the meeting. The Management Board will send them an admission ticket for the meeting. Article 26 2. For each General Meeting of Shareholders a statutory record date will be applied, in order to determine in which persons voting rights and Meeting Rights are vested. The record date and the manner in which persons holding Meeting Rights can register and exercise their rights will be set out in the notice convening the meeting. The advantage of applying a record date is that holders of (depositary receipts issued for) shares are no longer required to deposit their depositary receipts are shares prior to a general meeting of shareholders, which would effectively bar these shares from being traded until the date of the meeting. . EUO3: 1481546414.1 67 2. The rights to attend and address meetings pursuant to paragraph 1 may be exercised by a person holding a written instrument of proxy, in the case of ordinary shares, provided that the instrument of proxy has been received by the Management Board no later than the date stated in the notice convening the meeting, or in the case of ordinary shares held by the trust office, the instrument of proxy is received by the Management Board no later than at the signing of the attendance list prior to the commencement of the general meeting of shareholders. 3. If the voting rights in respect of a share are vested in the usufructuary or the pledgee instead of in the shareholder, the shareholder shall also be entitled to attend the general meeting of shareholders and to address the meeting provided that the Management Board has been notified of the intention to attend the meeting in accordance with paragraph 1. Paragraph 2 shall be applicable by analogy. The aforementioned provisions of this paragraph also apply to a usufructuary or a pledgee of a share of which the voting rights are vested in the shareholder. 3. Unchanged old paragraph 2. 4. Unchanged old paragraph 3. EUO3: 1481546414.1 70 right to attend and address the meeting referred to in paragraphs 1 and 4 can be exercised by using an electronic means of communication. To do so, it must always be possible that the person entitled to attend the meeting can be identified through the electronic means of communication, that he must be able to directly follow the discussions at the meeting and that he can exercise his right to vote, if he is entitled to do so. Moreover, the Management Board may also decide that the person entitled to attend the meeting can participate in the discussion via the electronic means of communication. 9. The Management Board may determine further conditions to the use of electronic means of communication as referred to in paragraph 8. Such further conditions will be set out in the notice of the meeting. 10. Each person eligible to vote or his representative shall sign the attendance list. The names of persons who participate in the meeting in accordance with paragraph 8 or who have cast their votes as referred to in Article 27 paragraph 7, shall be added to the attendance list. 11. The members of the Supervisory Board and much earlier as will be permitted by law. The date stated in the notice convening the meeting as referred to in paragraph 6 shall not be earlier than the thirtieth day before that of the meeting or at some time, so much earlier as will be permitted by law. 9. The Management Board may decide that the right to attend and address the meeting referred to in paragraphs 1 and 5 can be exercised by using an electronic means of communication. To do so, it must always be possible that the person entitled to attend the meeting can be identified through the electronic means of communication, that he must be able to directly follow the discussions at the meeting and that he can exercise his right to vote, if he is entitled to do so. Moreover, the Management Board may also decide that the person entitled to attend the meeting can participate in the discussion via the electronic means of communication. 10. The Management Board may determine further conditions to the use of electronic means of communication as referred to in paragraph 9. Such further conditions will be set out in the notice of the meeting. 11. Each person eligible to vote or his EUO3: 1481546414.1 71 the Managing Directors may as such attend and have an advisory role in the General meeting of shareholders. 12. The chairman shall decide whether persons other than those who may be admitted in accordance with the above provisions of this Article shall be admitted to the meeting. representative shall sign the attendance list. The names of persons who participate in the meeting in accordance with paragraph 9 or who have cast their votes as referred to in Article 28 paragraph 7, shall be added to the attendance list. 12. Unchanged old paragraph 11. 13. Unchanged old paragraph 12. Article 26 1. The general meeting of shareholders is chaired by the chairman of the Supervisory Board or in his absence by the Supervisory Director who is the most senior of age that is present. If none of the Supervisory Directors is present, the meeting will appoint is own chairman. 2. The announcement made by the chairman at Article 27 1. The general meeting of shareholders is chaired by the chairman of the Supervisory Board or in his absence by his replacement. However, the Supervisory Board may also appoint another chairman to preside over the meeting. The chairman of the meeting will have all powers necessary to ensure the proper and orderly functioning of the General Meeting of Shareholders. If the chairmanship of the meeting is not provided for in accordance with the preceding sentence, the meeting will appoint is own chairman. It is proposed to amend this article as Brill is of the opinion that the fact that one is of a certain age is not necessarily the decisive qualification when the question arises who is to preside over a general meeting of shareholders in the absence of the chairman. EUO3: 1481546414.1 72 the general meeting of shareholders to the effect that a resolution was passed is decisive. The same applies to the content of a resolution passed, in so far as voting took place on a motion that had not been laid down in writing. However, if immediately following the announcement of the abovementioned opinion the accuracy of this is disputed, a new vote will take place, when the majority of those present at the meeting so desires or if the original vote did not take place by roll call or in writing, a person present entitled to vote so desires. As a result of this new vote the legal consequences of the original vote will be cancelled. 3. Unless a notarial record is drawn up, minutes will be taken by a person to be appointed for this by the chairman, which minutes will be adopted by this person and the chairman and will be signed by them in witness of this adoption. Every Managing Director and every Supervisory Director, as well as one or more holders of shares, collectively representing at least one/tenth of the issued capital is entitled to have a notarial record drawn up. EUO3: 1481546414.1 75 25, the notice shall state the manner in which persons that are entitled to participate in meetings and to vote may exercise their rights prior to the meeting. 26, the notice shall state the manner in which persons that are entitled to participate in meetings and to vote may exercise their rights prior to the meeting. MEETINGS OF HOLDERS OF SHARES OF A PARTICULAR CLASS Article 28 1. Meetings of holder of shares of a particular class will be held as often as necessary to fulfil the tasks prescribed by the law or the Articles of Association, as often as the Management Board or the Supervisory Board deems necessary and as often as one or more persons, who are entitled to attend General Meetings of shareholders and who collectively represent at least one/tenth part of this class of issued share capital submit a request for such a meeting in writing, stipulating the precise nature of the issues to be discussed. 2. The provisions laid down in Articles 24 paragraph 1 and paragraphs 5 through 8, 25, 26 and 27 apply by analogy to meetings of holders of shares of a particular class, on the understanding that only holders of shares of the class in question, the holders of Article 29 2. The provisions laid down in Articles 25 paragraph 1 and paragraphs 5 through 10, 26, 27 and 28 apply by analogy to meetings of holders of shares of a particular class, on the understanding that only holders of shares of the class in question, the holders of EUO3: 1481546414.1 76 depository notes for these shares and the holders of a right of usufruct or right of pledge in respect of shares of the class in question are invited to the meeting and will have access to the meeting of holders of shares of the class in question, without prejudice to the conditions laid down in Article 25 paragraph 3. 3. A resolution by holders of cumulative preference shares can also be passed outside a meeting as long as the resolution appears from a written document that is signed by all holders of cumulative preference shares and all holders of cumulative preference shares class have voted in favour of the motion in question. This form of decision-making is not possible if depository receipts for cumulative preference shares are issued with the company's cooperation and/or a right of usufruct or a right of pledge has been established in respect of one or more of these shares. depository notes for these shares and the holders of a right of usufruct or right of pledge in respect of shares of the class in question are invited to the meeting and will have access to the meeting of holders of shares of the class in question, without prejudice to the conditions laid down in Article 26 paragraph 4. FINANCIAL YEAR, ANNUAL ACCOUNTS AND PROFIT APPROPRIATION Article 29 1. The company's financial year coincides with Article 30 EUO3: 1481546414.1 77 the calendar year. 2. The Management Board will close the company's books as of the last day of the financial year and will draw up the annual accounts on the basis of these within four months. The annual accounts shall be signed by all Managing Directors and Supervisory Directors. If the signature of one or more of them is missing, this shall be stated and reasons shall be given. 3. The general meeting of shareholders will appoint an auditor, who will audit the annual accounts drawn up by the Management Board, will report on these annual accounts and will issue a statement. The auditor is entitled to inspect all of the company's books and documents containing information that is necessary for the proper fulfilment of his task. He will have to be shown the values of the company on request. 4. The auditor will report to the Supervisory Board and the Management Board. The annual accounts, the annual report, the auditor's report and the auditor's statement, as well as the details to be added to this by law EUO3: 1481546414.1 80 start of the financial year. Article 30 1. The profit will be determined according to generally accepted standards. 2. Out of the profit - the credit balance of the profit and loss account - earned in the past financial year shall first be paid, if possible, a dividend shall be distributed on the cumulative preference shares, whose percentage - calculated on the paid up part of the nominal amount - in respect of the cumulative preference shares - is equal to that of the interest rate on Basis Refinancing Transactions (Refi interest of the European Central Bank) - weighted according to the number of days over which this rate of interest applies - during the financial year or the part of the financial year over which the dividend was paid, increased by a debit interest rate to be determined the large Dutch banks and also increased by a surcharge determined by the Management Board and approved by the Supervisory Board of at least one hundred (100) base points and at most four hundred (400) base points, depending on the market conditions at that time. Article 31 2. Out of the profit - the credit balance of the profit and loss account - earned in the past financial year shall first be paid, if possible, a dividend shall be distributed on the cumulative preference shares, whose percentage - calculated on the paid up part of the nominal amount - in respect of the cumulative preference shares - is equal to the average twelve month Euribor (Euro Interbank Offered Rate) - weighted in proportion to the number of days over which the distribution is effected, increased by a debit interest rate to be determined the large Dutch banks and also increased by a surcharge determined by the Management Board and approved by the Supervisory Board of at least one hundred (100) base points and at most four hundred (400) base points, depending on the market conditions at that time. Provided that, if Euribor should, for whatever reason, be below zero, Euribor for the purpose of this Article will The amendments are proposed to ensure that it remains aligned with the credit facility that is in place between the Foundation Luchtmans and its credit provider, most recently amended in 2019; for more information please refer to the explanatory notes. EUO3: 1481546414.1 81 If in any financial year the distribution referred to in the first full sentence cannot be made or can only be made in part because the profits are not sufficient, the deficiency shall be distributed from the distributable part of the company's equity. If in any year no dividend was paid out on cumulative preference shares or a smaller dividend was paid out than the one referred to in the first sentence, in subsequent years, after the dividend on the cumulative preference shares calculated in accordance with the above has been paid out over the last financial year to be rounded off at that time, before any other dividend payments are made, the missing dividend on the cumulative preference shares over the previous years will be paid out. Subsequently, the combined meeting will determine whether and how much of the profit that remains after the abovementioned payment has been made will be allocated to the reserves. 3. The profit that remains after the dividend on the cumulative preference shares has been paid out and after the reserves referred to in the previous paragraph, will be at the disposal deemed to be zero. If in any financial year the distribution referred to in the first full sentence cannot be made or can only be made in part because the profits are not sufficient, the deficiency shall be distributed from the distributable part of the company's equity. If in any year no dividend was paid out on cumulative preference shares or a smaller dividend was paid out than the one referred to in the first sentence, in subsequent years, after the dividend on the cumulative preference shares calculated in accordance with the above has been paid out over the last financial year to be rounded off at that time, before any other dividend payments are made, the missing dividend on the cumulative preference shares over the previous years will be paid out. Subsequently, the combined meeting will determine whether and how much of the profit that remains after the abovementioned payment has been made will be allocated to the reserves. EUO3: 1481546414.1 82 of the general meeting of shareholders for payment to the holders of ordinary shares in proportion to the number of their ordinary shares. 4. The company may only make payments to the shareholders, the Managing Directors, Supervisory Directors and other staff from the distributable profits in so far as the shareholders' equity is greater than the amount of the paid up and called up part of the capital and the reserves it is required to maintain by law. 5. The Management Board may decide to pay out an interim dividend from the profit of the current financial year if the requirement laid down in the previous paragraph has been met according to an interim statement of assets and liabilities. The decision is subject to the approval of the Supervisory Board and the combined meeting. 6. Dividends are only paid out after the annual accounts that show that is permissible to do so have been adopted. 7. The shares which the company holds in its own capital are not included in the calculations relating to the profit appropriations. 4. The company may only make payments to the shareholders, the Managing Directors, Supervisory Directors and other staff from the distributable profits in so far as the shareholders' equity is greater than the amount of the paid up and called up part of the capital and the reserves it is required to maintain by law. 5. The Management Board may decide to pay out an interim dividend from the profit of the current financial year if the requirement laid down in the previous paragraph has been met according to an interim statement of assets and liabilities. The decision is subject to the approval of the Supervisory Board and the combined meeting. The shareholders are entitled to the profits that are available for distribution. The proposed amendment intends to clarify that the remuneration that is paid to Managing Directors, Supervisory Directors and other persons is not regarded as a distribution of profit but rather as costs of the company. The amendment is for the purpose of clarification only and expressly does not intend to introduce any change in agreements entered into between the company and these persons. EUO3: 1481546414.1 85 containing the text of the proposed amendment to the offices of the company, as well as in Amsterdam at the place to be mentioned in the notice convening the meeting, for inspection by every shareholder and every holder of a depository receipt for shares as referred to in Article 12 paragraph 2 until the end of the meeting and a copy of this will be available to them free of charge. For the applicability of the provisions laid down in the previous sentences of this paragraph the holders of depository receipts for shares referred to in Article 12 paragraph 2 are considered equal to holders of shares. containing the text of the proposed amendment to the offices of the company, as well as in Amsterdam at the place to be mentioned in the notice convening the meeting, for inspection by every shareholder and every holder of a depository receipt for shares as referred to in Article 12 paragraph 2 until the end of the meeting and a copy of this will be available to them free of charge. For the applicability of the provisions laid down in the previous sentences of this paragraph the holders of depository receipts for shares referred to in Article 12 paragraph 2 are considered equal to holders of shares. LIQUIDATION Article 32 1. In the event of the dissolution of the company, the liquidation will be carried out by the Management Board, unless determined otherwise by the general meeting of shareholders. 2. The general meeting of shareholders will determine the remuneration of the liquidators. 3. During liquidation these Articles of Association will remain in force to the fullest possible extent. Article 33 EUO3: 1481546414.1 86 4. The balance of the capital in the dissolved company that remains after the creditors have been paid will be distributed as follows: a. first the holders of cumulative preference shares will receive an amount equal to the amount paid up on the cumulative preference shares; b. from the remainder the holders of cumulative preference shares will then receive an amount which is equal to any dividend they may have missed in previous years; c. the amount that remains after this will be divided among the holders of ordinary shares in proportion to the number of their ordinary shares.