TRIPTYCH UNOFFICIAL ENGLISH TRANSLATION 1 AMENDMENT OF THE ARTICLES OF ASSOCIATION OF NUTRECO N.V.

Transcription

1 TRIPTYCH UNOFFICIAL ENGLISH TRANSLATION 1 AMENDMENT OF THE ARTICLES OF ASSOCIATION OF NUTRECO N.V. This document contains an explanation to the proposed amendment of the articles of association of Nutreco N.V. (''Nutreco''). The left column displays the current text of the provisions of the articles of association for which an amendment is proposed. The middle column displays the proposed amendments. The right column includes an explanation to the amendments. We refer to the website of Nutreco, for the complete text of the articles of association of Nutreco and the unofficial English translation thereto. DEED OF AMENDMENT NUTRECO N.V. On the [ ] day of [ ] two thousand and fourteen appears before me, [ ], notaris (civil law notary) practising in Amsterdam: [ ] The person appearing declares that on the [ ] day of [ ] two thousand and [ ] the general meeting of Nutreco N.V., a limited liability company, with corporate seat in Boxmeer, the Netherlands, and address at: 5831 JN Boxmeer, the Netherlands, Veerstraat 38, the Netherlands (the "Company"), resolved to amend the articles of association of the Company and to authorise the person appearing to execute this deed. Pursuant to those resolutions the person appearing declares that [s]he amends the Company's articles of association as follows: This concerns the preamble of the draft deed of amendment of the articles of association. 1 A Dutch version of this Triptych is also available and can be viewed and downloaded via In the event of any differences, either in interpretation or otherwise between this English translation and the Dutch version, the Dutch language will prevail. 1

2 CURRENT ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION EXPLANATORY NOTE Name and Registered Office. Article The Company is a limited liability company and its name is: Nutreco N.V The Company has its registered office in Boxmeer. The Company may have branch offices elsewhere, also outside the Netherlands. Objectives. Article The objectives for which the Company is established are to promote or join others in promoting companies and enterprises, to participate in companies and enterprises, to finance companies and enterprises, including providing security or undertaking the obligations of companies and enterprises with which the company is joined in a group or in which the company owns an interest or with which the company collaborates in any other way, to conduct the management of and to operate companies engaged in field of animal Name and Registered Office. Article The Company is a limited liability company and its name is: Nutreco N.V The Company has its registered office in Boxmeer. The Company may have branch offices elsewhere, also outside the Netherlands. Objectives. Article The objectives for which the Company is established are to promote or join others in promoting companies and enterprises, to participate in companies and enterprises, to finance companies and enterprises, including providing security or undertaking the obligations of companies and enterprises with which the company is joined in a group or in which the company owns an interest or with which the company collaborates in any other way, to conduct the management of and to operate companies engaged in field of animal 2

3 nutrition and fish feed, including all acts and things which relate or may be conducive thereto in the broadest sense, as well as to promote, to participate in, to conduct the management of and, as the case may be, to operate businesses of any other kind The objects specified above must be given the widest possible meaning. Capital. Article The authorized capital of the Company amounts to forty-one million five hundred and twenty thousand euro (EUR 41,520,000), divided into one hundred and forty-two million (142,000,000) ordinary shares, one hundred and forty-two million (142,000,000) cumulative preference 'D' shares and sixty-two million (62,000,000) cumulative preference 'E' shares - hereinafter to be referred to as: "cumulative preference 'E' shares" - subdivided into five series, numbered 1 up to and including 5, of twelve million four hundred thousand (12,400,000) cumulative preference 'E' shares each. nutrition and fish feed, including all acts and things which relate or may be conducive thereto in the broadest sense, as well as to promote, to participate in, to conduct the management of and, as the case may be, to operate businesses of any other kind The objects specified above must be given the widest possible meaning. Capital. Article The authorized capital of the Company amounts to forty-oneseventeen million five hundred and twentyforty thousand euro (EUR 417,52040,000), divided into one hundred and forty-two million (142,000,000) ordinary shares, one hundred and forty-two million (142,000,000) cumulative preference 'D' shares and sixty-two million (62,000,000) cumulative preference 'E' shares - hereinafter to be referred to as: "cumulative preference 'E' shares" - subdivided into five series, numbered 1 up to and including 5, of twelve million four hundred thousand (12,400,000) cumulative preference 'E' shares with a nominal value of twelve eurocent (EUR 0.12) each. After the resolution of the general meeting this amendment of the articles of association can only become effective after the offer of SHV has been fulfilled. In the articles of association references to cumulative preference shares and cumulative preference financing shares will then be erased. Currently these two classes of shares are not issued. Because of erasing these two classes of cumulative preference shares, all provisions in the articles of association referring to these two classes of shares are amended. In this column this will each time be referred to as "Amended because of erasing preference shares". 3

4 3.2. The nominal value of each of the shares specified in paragraph 1 of this Article is twelve eurocent (EUR 0.12) The nominal value of each of the shares specified in paragraph 1 of this Article is twelve eurocent (EUR 0.12). Definitions. Article 4. Definitions. Article In these Articles of Association the following words and expressions shall have the meanings hereby assigned to them: 4.1. In these Articles of Association the following words and expressions shall have the meanings hereby assigned to them: a. Book 2 means: Book 2 of the Netherlands Civil Code; a. Book 2 means: Book 2 of the Netherlands Civil Code; b. Executive Board/member(s) Executive Board means: the body of persons/individual person(s) of the Company in the terms as defined in Book 2; b. Executive Board/member(s) Executive Board means: the body of persons/individual person(s) of the Company in the terms as defined in Book 2; c. the General Meeting means: the general meeting of shareholders as c. the General Meeting means: the general meeting of shareholders as Amended because of the statutory name: general meeting body of the Company, and also: meetings of that body of members; body of the Company, and also: meetings of that body of members; d. shares means: both the ordinary d. shares means: both the ordinary Amended because of erasing preference shares shares, the cumulative preference 'D' shares as well as each of the series cumulative preference 'E' shares in the capital of the Company, unless otherwise stated or apparent from the context; shares, the cumulative preference 'D' shares as well as each of the series cumulative preference 'E' shares in the capital of the Company, unless otherwise stated or apparent from the context; e. shareholders: both the holders of e. shareholders: both the holders of Amended because of erasing cumulative 4

5 ordinary shares, the holders of cumulative preference 'D' shares as well as the holders of each of the series cumulative preference 'E' shares, unless otherwise stated or apparent from the context; f. transfer restrictions means: the provisions in these Articles of Association which limit the transferability of cumulative preference 'D' shares and each of the series cumulative preference 'E' shares; g. depository receipts means: registered depository receipts issued for shares without the cooperation of the Company; h. persons entitled to attend General Meetings means: shareholders with or without voting rights, and also includes persons who possess usufruct of shares and are entitled to vote such shares and persons to whom shares have been pledged and are entitled to vote such shares, all this without prejudice to paragraph 1 of Article 22; ordinary shares, the holders of cumulative preference 'D' shares as well as the holders of each of the series cumulative preference 'E' shares, unless otherwise stated or apparent from the context; f. transfer restrictions means: the provisions in these Articles of Association which limit the transferability of cumulative preference 'D' shares and each of the series cumulative preference 'E' shares; gf. depository receipts means: registered depository receipts issued for shares without the cooperation of the Company; hg. persons entitled to attend General Meetings means: shareholders with or without voting rights, and also includes persons who possess usufruct of shares and are entitled to vote such shares and persons to whom shares have been pledged and are entitled to vote such shares, all this without prejudice to paragraph 1 of Article 2221; preference shares Amended because of erasing cumulative preference shares 5

6 i. receipt holders' rights means: the rights which by law vest in persons entitled to attend General Meetings, including but not limited to the right to receive notice of General Meetings, the right to attend such meetings and the right to take the floor at such meetings; j. annual accounts means: the balance sheet, the profit and loss account and the explanatory notes thereon; k. amount compulsorily paid means: the nominal value paid by the shareholders of a certain class of shares on their shares together with the capital surplus compulsorily paid on those shares; l. Euroclear: the central securities depository within the meaning of the Wet giraal effectenverkeer; m. intermediair: an intermediair within the meaning of the Wet giraal effectenverkeer; n. collective deposit: the collective deposit within the meaning of the Wet giraal effectenverkeer; ih. receipt holders' rights means: the rights which by law vest in persons entitled to attend General Meetings, including but not limited to the right to receive notice of General Meetings, the right to attend such meetings and the right to take the floor at such meetings; ji. annual accounts means: the balance sheet, the profit and loss account and the explanatory notes thereon; k. amount compulsorily paid means: the nominal value paid by the shareholders of a certain class of shares on their shares together with the capital surplus compulsorily paid on those shares; lj. Euroclear: the central securities depository within the meaning of the Wet giraal effectenverkeer; mk. intermediair: an intermediair within the meaning of the Wet giraal effectenverkeer; nl. collective deposit: the collective deposit within the meaning of the Wet giraal effectenverkeer; Amended because of erasing cumulative preference shares 6

7 o. joint holder: joint holder within the meaning of the Wet giraal effectenverkeer The expressions "written" and "in writing" also mean: communications sent by telegraph, telex, telecopier or by any other means of telecommunication capable of transmitting written text. Shares. Share certificate ordinary shares in bearer form. Depository Receipts. Usufruct and pledge of shares. Article The ordinary shares shall be bearer or registered shares at the option of the shareholder. The cumulative preference 'D' shares and each of the series cumulative preference 'E' shares shall be registered shares. No certificates are issued in respect of registered shares. The holders of registered shares are listed in the shareholders register. The cumulative preference 'D' shares shall be identified by the letters: CPD and the series cumulative preference 'E' shares by the letters: 1CPE, respectively 2CPE, respectively 3CPE, respectively 4CPE, respectively 5CPE. The Executive Board may number the shares in om. joint holder: joint holder within the meaning of the Wet giraal effectenverkeer The expressions "written" and "in writing" also mean: communications sent by telegraph, telex, telecopier or by any other means of telecommunication capable of transmitting written text. Shares. Share certificate ordinary shares in bearer form. Depository Receipts. Usufruct and pledge of shares. Article The ordinary shares shall be bearer or registered shares at the option of the shareholder. The cumulative preference 'D' shares and each of the series cumulative preference 'E' shares shall be registered shares. No certificates are issued in respect of registered shares. The holders of registered shares are listedrecorded in the shareholders register. The cumulative preference 'D' shares shall be identified by the letters: CPD and the series cumulative preference 'E' shares by the letters: 1CPE, respectively 2CPE, respectively 3CPE, respectively 4CPE, respectively 5CPE. The Executive Board may number the shares in Amended because of erasing cumulative preference shares 7

8 consecutive order, in which case the numbering of the ordinary shares shall start from number 1, the numbering of the cumulative preference 'D' shares from number CPD1 and the numbering of the five series cumulative preference 'E' shares from number 1CPE1, respectively 2CPE1, respectively 3CPE1, respectively 4CPE1, respectively 5CPE1, and subject to this provision the Executive Board may with due observance of the provisions of the previous sentence, change the numbering of shares. consecutive order, in which case the numbering of the ordinary shares shall start from number 1, the numbering of the cumulative preference 'D' shares from number CPD1 and the numbering of the five series cumulative preference 'E' shares from number 1CPE1, respectively 2CPE1, respectively 3CPE1, respectively 4CPE1, respectively 5CPE1, and subject to this provision the Executive Board may with due observance of the provisions of the previous sentence,recorded in the shareholders register and may change the numbering of the shares All ordinary shares in bearer form shall be embodied in one share certificate All ordinary shares in bearer form shall be embodied in one share certificate Upon subscription for ordinary shares in bearer form to be issued, the person who 5.3. Upon subscription for ordinary shares in bearer form to be issued, the person who Amended because of erasing cumulative preference shares acquires a right vis-à-vis the Company to an ordinary share shall receive a right in respect of an ordinary share in bearer form in the following manner. acquires a right vis-à-vis the Company to an ordinarya share shall receive a right in respect of an ordinarya share in bearer form in the following manner The Company shall have the share certificate referred to in paragraph 2 kept in custody for the person or persons entitled by Euroclear The Company shall have the share certificate referred to in paragraph 2 kept in custody for the person or persons entitled by Euroclear The Company grants a right in respect of an 5.5. The Company grants a right in respect of an Amended because of erasing cumulative 8

9 ordinary share to a person entitled because (a) Euroclear enables the Company to add a share (or have this done) to the share certificate concerned and (b) the person entitled designates an intermediair, which credits him accordingly as joint holder in the collective deposit The administration of the share certificate is irrevocably assigned to Euroclear and Euroclear is irrevocably empowered to do whatever is necessary in respect of the shares concerned on behalf of the person or persons entitled, including acceptation, transfer and co-operation in adding to and deducting from the share certificate If a joint holder of the intermediair requires surrender of one or more ordinary shares in bearer form up to at most an number for which he is joint holder, the provisions of the Wet giraal effectenverkeer will apply A holder of an ordinary share in registered form may have the same registered in bearer form at any time because (a) the person entitled transfers this share by deed to Euroclear, (b) the Company acknowledges the transfer, (c) Euroclear enables the Company to add the shares to ordinarya share to a person entitled because (a) Euroclear enables the Company to add a share (or have this done) to the share certificate concerned and (b) the person entitled designates an intermediair, which credits him accordingly as joint holder in the collective deposit The administration of the share certificate is irrevocably assigned to Euroclear and Euroclear is irrevocably empowered to do whatever is necessary in respect of the shares concerned on behalf of the person or persons entitled, including acceptation, transfer and co-operation in adding to and deducting from the share certificate If a joint holder of the intermediair requires surrender of one or more ordinary shares in bearer form up to at most an number for which he is joint holder, the provisions of the Wet giraal effectenverkeer will apply A holder of an ordinarya share in registered form may have the same registered in bearer form at any time because (a) the person entitled transfers this share by deed to Euroclear, (b) the Company acknowledges the transfer, (c) Euroclear enables the Company to add the shares to the share preference shares Amended because of erasing cumulative preference shares 9

10 the share certificate (or have this done), (d) an intermediair designated by the person entitled credits the person entitled accordingly as joint holder in its collective deposit and (e) the Company deregisters the person entitled (or has this done) as holder of the share concerned in the shareholders register The share certificate shall be signed personally by a member of the Executive Board If the share certificate has been lost, the Executive Board may issue a duplicate certificate, under such terms and conditions as the Executive Board shall attach to the same. Following issue of this document, which shall bear the word duplicate, the original document shall be void vis-à-vis the Company The Company may not give its cooperation in the issue of depository receipts for shares Shares may be encumbered with usufruct. If at the creation of the usufruct it has been provided that the right to vote shall vest in the usufructuary and the usufructuary is a person to whom the shares cannot be freely certificate (or have this done), (d) an intermediair designated by the person entitled credits the person entitled accordingly as joint holder in its collective deposit and (e) the Company deregisters the person entitled (or has this done) as holder of the share concerned in the shareholders register The share certificate shall be signed personally by a member of the Executive Board If the share certificate has been lost, the Executive Board may issue a duplicate certificate, under such terms and conditions as the Executive Board shall attach to the same. Following issue of this document, which shall bear the word duplicate, the original document shall be void vis-à-vis the Company The Company may not give its cooperation in the issue of depository receipts for shares Shares may be encumbered with usufruct. If at the creation of the usufruct it has been provided that the right to vote shall vest in the usufructuary and the usufructuary is a person to whom the shares cannot be freely 10

11 transferred, he shall have that right only if the granting of the voting right to the usufructuary and - in the case of assignment or transmission of the usufruct - the transmission of the voting right has been approved by the General Meeting with a majority of at least seventy-five (75%) per cent of the votes cast Shares may be pledged as security. If at the creation of the pledge it has been provided that the right to vote shall vest in the pledgee and the pledgee is a person to whom the shares cannot be freely transferred, he shall have that right only if the grant of the pledge has been approved by the General Meeting with a majority of at least seventy-five (75%) per cent of the votes cast. If the rights of the pledgee pass to another person, such person shall have the voting right only if the transmission of the voting right has been approved by the General Meeting with a majority of seventyfive per cent (75%) of the votes cast A shareholder who in consequence of usufruct or a pledge created on his shares is not entitled to vote, usufructuaries entitled to vote and pledgees entitled to vote shall transferred, he shall have that right only if the granting of the voting right to the usufructuary and - in the case of assignment or transmission of the usufruct - the transmission of the voting right has been approved by the General Meeting with a majority of at least seventy-five (75%) per cent of the votes cast Shares may be pledged as security. If at the creation of the pledge it has been provided that the right to vote shall vest in the pledgee and the pledgee is a person to whom the shares cannot be freely transferred, he shall have that right only if the grant of the pledge has been approved by the General Meeting with a majority of at least seventy-five (75%) per cent of the votes cast. If the rights of the pledgee pass to another person, such person shall have the voting right only if the transmission of the voting right has been approved by the General Meeting with a majority of seventy-five per cent (75%) of the votes cast A shareholder who in consequence of usufruct or a pledge created on his shares is not entitled to vote, usufructuaries entitled to vote and pledgees entitled to vote shall 11

12 possess the receipt holders' rights. Transfer of registered shares. Exercise of shareholder's rights. Article The transfer of registered shares shall require a deed signed for that purpose in accordance with the provisions as laid down in Article 86c of Book 2. In the event of partly paid up cumulative preference 'D' shares the instrument may be acknowledged only if the instrument of transfer has an officially recorded date Paragraph 1 of this Article shall apply mutatis mutandis to the creation and transfer of usufruct of registered shares, to the creation of a pledge upon registered shares and to the division of any community of property or joint estate of which registered shares or a usufruct of registered shares are part. Supply of residence and address. Notices and announcements. Register of shareholders. Article Holders of registered shares, pledgees and usufructuaries of registered shares must supply their residence and address to the Company in writing. possess the receipt holders' rights. Transfer of registered shares. Exercise of shareholder's rights. Article The transfer of registered shares shall require a deed signed for that purpose in accordance with the statutory provisions as laid down in Article 86c of Book 2. In the event of partly paid up cumulative preference 'D' shares the instrument may be acknowledged only if the instrument of transfer has an officially recorded date Paragraph 1 of this Article shall apply mutatis mutandis to the creation and transfer of usufruct of registered shares, to the creation of a pledge upon registered shares and to the division of any community of property or joint estate of which registered shares or a usufruct of registered shares are part. Supply of residence and address. Notices and announcements. Register of shareholders. Article Holders of registered shares, pledgees and usufructuaries of registered shares must supply their residence and address to the Company in writing. Transfers of shares are governed by statutory provisions. Amended because of erasing cumulative preference shares 12

13 7.2. Unless these Articles of Association provide otherwise, notices, announcements and generally all communications intended for the Company and/or a body of the Company are to be sent in writing to the Company's address The Executive Board shall keep a register in which shall be recorded: a. the names and addresses of all holders of registered shares as supplied by those persons to the Company, the number of shares they hold, specifying the class of the shares and their identifying numbers, if any, and the date on which they acquired the shares, the date of acknowledgement by or service upon the Company of notice of the acquisition of the shares, the date of registration as well as the amount paid on each share; b. the names and addresses of usufructuaries and pledgees of registered shares as supplied by those persons to the Company, the date on which they acquired such usufruct or pledge, the number and 7.2. Unless these Articles of Association provide otherwise, notices, announcements and generally all communications intended for the Company and/or a body of the Company are to be sent in writing to the Company's address The Executive Board shall keep a register in which shall be recorded: a. the names and addresses of all holders of registered shares as supplied by those persons to the Company, the number of shares they hold, specifying the class of the shares and their identifying numbers, if any, and the date on which they acquired the shares, the date of acknowledgement by or service upon the Company of notice of the acquisition of the shares, the date of registration as well as the amount paid on each share; b. the names and addresses of usufructuaries and pledgees of registered shares as supplied by those persons to the Company, the date on which they acquired such usufruct or pledge, the number and 13

14 class(es) of shares in respect of which they possess such usufruct or pledge and the identifying numbers, if any, of those shares, the date of acknowledgement by or service upon the Company of notice of such acquisition, the date of registration, as well as notes specifying whether or not the right to vote and the receipt holders' rights vest in the usufructuary or pledgee concerned; c. each and any release from liability granted in respect of monies unpaid on shares The register of shareholders shall be updated at regular times. The pages of the register shall be numbered consecutively and shall be initialled by a member of the Executive Board. Each entry or note made in the register shall be initialled in the same manner. For this purpose a facsimile signature shall be deemed a personal signature Upon request, the Executive Board shall supply to any shareholder, usufructuary or pledgee an extract from the register of shareholders in respect of his rights to a class(es) of shares in respect of which they possess such usufruct or pledge and the identifying numbers, if any, of those shares, the date of acknowledgement by or service upon the Company of notice of such acquisition, the date of registration, as well as notes specifying whether or not the right to vote and the receipt holders' rights vest in the usufructuary or pledgee concerned; c. each and any release from liability granted in respect of monies unpaid on shares The register of shareholders shall be updated at regular times. The pages of the register shall be numbered consecutively and shall be initialled by a member of the Executive Board. Each entry or note made in the register shall be initialled in the same manner. For this purpose a facsimile signature shall be deemed a personal signature Upon request, the Executive Board shall supply to any shareholder, usufructuary or pledgee an extract from the register of shareholders in respect of his rights to a Amended because of erasing cumulative preference shares 14

15 share. If the share is encumbered with a usufruct or a pledge, the extract shall state which person possesses the right to vote and which person has the receipt holders' rights The Executive Board shall keep the register of shareholders at the office of the Company where it shall be open to the inspection of any shareholder, and any usufructuary and any pledgee of such shares who has the receipt holders' rights. The particulars recorded in the register in respect of partlypaid shares shall be open to public inspection; a copy of or an extract from such particulars shall be supplied at a charge not exceeding cost. Issue of shares. Article Shares shall be issued pursuant to a resolution of the General Meeting subject to the approval of the Supervisory Board. Subject to the approval of the Supervisory Board, the General Meeting may designate the Executive Board as the authorised body to resolve to issue shares; as long as the Executive Board is authorised to resolve to issue shares, the General Meeting is not share. If the share is encumbered with a usufruct or a pledge, the extract shall state which person possesses the right to vote and which person has the receipt holders' rights The Executive Board shall keep the register of shareholders at the office of the Company where it shall be open to the inspection of any shareholder, and any usufructuary and any pledgee of such shares who has the receipt holders' rights. The particulars recorded in the register in respect of partlypaid shares shall be open to public inspection; a copy of or an extract from such particulars shall be supplied at a charge not exceeding cost. Issue of shares. Article Shares shall be issued pursuant to a resolution of the General Meeting subject to the approval of the Supervisory Board. Subject to the approval of the Supervisory Board, the General Meeting may designate the Executive Board as the authorised body to resolve to issue shares; as long as the Executive Board is authorised to resolve to issue shares, the General Meeting is not Amended because of erasing cumulative preference shares 15

16 allowed to resolve to issue shares Subject to the approval of the Supervisory Board, the General Meeting or, as the case may be the Executive Board shall determine the price and the further terms and conditions of the issue, with due observance of the other provisions on this matter in these Articles of Association If the Executive Board is designated as the authorised body to resolve to issue shares, it is determined on such designation which number and which class of shares may be issued. On such a designation the period of the designation shall also be determined, which period may not exceed five years. The designation may be extended, from time to time, for periods not exceeding five years. Unless such designation provides otherwise, it may not be withdrawn A valid resolution of the General Meeting to issue or to designate the Executive Board to do so, shall require the approval of the Supervisory Board besides a prior or simultaneous resolution of approval by each group of holders of the same class of shares to whose rights the issue is detrimental. allowed to resolve to issue shares Subject to the approval of the Supervisory Board, the General Meeting or, as the case may be the Executive Board shall determine the price and the further terms and conditions of the issue, with due observance of the other provisions on this matter in these Articles of Association If the Executive Board is designated as the authorised body to resolve to issue shares, it is determined on such designation which number and which class of shares may be issued. On such a designation the period of the designation shall also be determined, which period may not exceed five years. The designation may be extended, from time to time, for periods not exceeding five years. Unless such designation provides otherwise, it may not be withdrawn A valid resolution of the General Meeting to issue or to designate the Executive Board to do so, shall require the approval of the Supervisory Board besides a prior or simultaneous resolution of approval by each group of holders of the same class of shares to whose rights the issue is detrimental. Amended because of erasing cumulative preference shares Amended because of erasing cumulative preference shares 16

17 8.5. Within eight days of a resolution by the General Meeting to issue or to designate the Executive Board, the Executive Board shall deposit the full text of the resolution at the commercial register Within eight days from the end of each calendar quarter the Executive Board shall lodge at the commercial registry a notification of each issue of shares in the past calendar quarter stating, the number and class The provisions of the previous paragraphs shall apply correspondingly to the granting of rights to subscribe for shares, but shall not apply to an issue of shares to a person who exercises a previously acquired right to subscribe for shares The Company cannot subscribe for shares in its own capital Ordinary shares and cumulative preference 'E' shares may be issued only against payment in full; cumulative preference 'D' shares may be issued against partial payment, provided however that the part of the nominal amount of each cumulative preference 'D' share which must be paid - irrespective of when it is issued - must be Within eight days of a resolution by the General Meeting to issue or to designate the Executive Board, the Executive Board shall deposit the full text of the resolution at the commercial register Within eight days from the end of each calendar quarter the Executive Board shall lodge at the commercial registry a notification of each issue of shares in the past calendar quarter stating, the number and class The provisions of the previous paragraphs shall apply correspondingly to the granting of rights to subscribe for shares, but shall not apply to an issue of shares to a person who exercises a previously acquired right to subscribe for shares The Company cannot subscribe for shares in its own capital Ordinary shares and cumulative preference 'E' sharesshares may be issued only against payment in full; cumulative preference 'D' shares may be issued against partial payment, provided however that the part of the nominal amount of each cumulative preference 'D' share which must be paid - irrespective of when it is issued - must be Amended because of erasing cumulative preference shares 17

18 the same, and that at least one-fourth of the nominal amount must be paid up when the share is taken The Executive Board may with the approval of the Supervisory Board resolve that payment on shares shall be made by some other means than payment in cash Subject to the approval of the Supervisory Board, the Executive Board may resolve on which day and up to which amount further payment on non-fully paid cumulative preference 'D' shares must be made. The Executive Board shall notify the holders of cumulative preference 'D' shares of any resolution for further issue without delay, stating explicitly the contents of paragraph 12 of this Article; there shall be at least four weeks between such notification and the day on which payment must have been made If a shareholder defaults in satisfying his further payment obligation - which is the case by the mere expiry of the stated term - he shall be required, as of the day on which the payment should have been made, to pay to the Company the statutory interest and to indemnify the Company for any further loss the same, and that at least one-fourth of the nominal amount must be paid up when the share is taken The Executive Board may with the approval of the Supervisory Board resolve that payment on shares shall be made by some other means than payment in cash Subject to the approval of the Supervisory Board, the Executive Board may resolve on which day and up to which amount further payment on non-fully paid cumulative preference 'D' shares must be made. The Executive Board shall notify the holders of cumulative preference 'D' shares of any resolution for further issue without delay, stating explicitly the contents of paragraph 12 of this Article; there shall be at least four weeks between such notification and the day on which payment must have been made If a shareholder defaults in satisfying his further payment obligation - which is the case by the mere expiry of the stated term - he shall be required, as of the day on which the payment should have been made, to pay to the Company the statutory interest and to indemnify the Company for any further loss Amended because of erasing cumulative preference shares Amended because of erasing cumulative preference shares 18

19 occurred as a result of his failing. In addition, he may, as long as he has not met his obligation for further payment, not exercise the right to meet and vote vested in the relevant shares and the right to distributions on those shares shall be suspended. Pre-emptive right at issue of shares. Article Each holder of ordinary shares shall have a pre-emptive right regarding new ordinary shares to be issued against payment in cash. Holders of cumulative preference 'D' shares and cumulative preference 'E' shares shall have no pre-emptive right in respect of shares that are issued. Holders of ordinary shares shall have no pre-emptive right in respect of cumulative preference 'D' shares and cumulative preference 'E' shares that are issued. The pre-emptive right shall endure to the benefit of the shareholders concerned pro rata to their holdings - as at the date of the resolution to issue shares - of the shares from which they derive their pre-emptive right. Without prejudice to the foregoing the shareholders referred to in this occurred as a result of his failing. In addition, he may, as long as he has not met his obligation for further payment, not exercise the right to meet and vote vested in the relevant shares and the right to distributions on those shares shall be suspended. Pre-emptive right at issue of shares. Article Each holder of ordinary sharesshareholder shall have a pre-emptive right regarding new ordinary shares to be issued against payment in cash. Holders of cumulative preference 'D' shares and cumulative preference 'E' shares shall have no pre-emptive right in respect of shares that are issued. Holders of ordinary shares shall have no pre-emptive right in respect of cumulative preference 'D' shares and cumulative preference 'E' shares that are issued. The pre-emptive right shall endure to the benefit of the shareholders concerned pro rata to their holdings - as at the date of the resolution to issue shares - of the shares from which they derive their pre-emptive right. Without prejudice to the foregoing the shareholders referred to in this Amended because of erasing cumulative preference shares 19

20 paragraph shall not have the pre-emptive right in the cases where such right is withheld by virtue of mandatory provisions of the law. If any shareholder fails to exercise his pre-emptive right or does not exercise it on time or in full, the pre-emptive right in respect of the shares of that class so becoming available shall endure to the benefit of the other shareholders of that class Subject to the approval of the Supervisory Board and with due observance of this Article, the resolution to issue new shares by the General Meeting or the Executive Board, as the case may be, shall provide in which manner and within which period of time the pre-emptive right can be exercised A share issue at which shareholders may exercise a pre-emptive right and the period during which said right is to be exercised shall be announced with due observance of the statutory provisions. The pre-emptive right may be exercised during the period prescribed by the law Subject to the approval of the Supervisory Board pre-emption rights on ordinary shares may be limited or excluded. In the proposal paragraph shall not have the pre-emptive right in the cases where such right is withheld by virtue of mandatory provisions of the law. If any shareholder fails to exercise his pre-emptive right or does not exercise it on time or in full, the pre-emptive right in respect of the shares of that class so becoming available shall endure to the benefit of the other shareholders of that class Subject to the approval of the Supervisory Board and with due observance of this Article, the resolution to issue new shares by the General Meeting or the Executive Board, as the case may be, shall provide in which manner and within which period of time the pre-emptive right can be exercised A share issue at which shareholders may exercise a pre-emptive right and the period during which said right is to be exercised shall be announced with due observance of the statutory provisions. The pre-emptive right may be exercised during the period prescribed by the law Subject to the approval of the Supervisory Board pre-emption rights on ordinary shares may be limited or excluded. In the proposal Amended because of erasing cumulative preference shares 20

21 in respect thereof, the reasons for the proposal and the selection of the intended issue price shall be explained in writing Restriction or exclusion of the pre-emption right shall take place by a resolution of the General Meeting, unless the Executive Board is empowered to do so. The power to do so may be given to the Executive Board by a resolution of the General Meeting for a fixed period not exceeding five years, but such a designation may only occur, if the Executive Board also shall be designated at the same time or was designated as the authorised body to resolve to issue shares. The designation may be extended, from time to time, for periods not exceeding five years. The designation is only valid as long as the Executive Board is the authorised body to resolve to issue shares. Unless such designation provides otherwise, it may not be withdrawn If less than one-half of the issued capital is represented at the meeting, a majority of at least two-thirds of the votes cast shall be required for a resolution of the General Meeting to restrict or exclude the preemption right or to make such designation in respect thereof, the reasons for the proposal and the selection of the intended issue price shall be explained in writing Restriction or exclusion of the pre-emption right shall take place by a resolution of the General Meeting, unless the Executive Board is empowered to do so. The power to do so may be given to the Executive Board by a resolution of the General Meeting for a fixed period not exceeding five years, but such a designation may only occur, if the Executive Board also shall be designated at the same time or was designated as the authorised body to resolve to issue shares. The designation may be extended, from time to time, for periods not exceeding five years. The designation is only valid as long as the Executive Board is the authorised body to resolve to issue shares. Unless such designation provides otherwise, it may not be withdrawn If less than one-half of the issued capital is represented at the meeting, a majority of at least two-thirds of the votes cast shall be required for a resolution of the General Meeting to restrict or exclude the preemption right or to make such designation 21

22 as meant in the last paragraph. Within eight days after the resolution the Executive Board shall deposit the full text of the resolution at the commercial register The provisions of the preceding paragraph of this Article shall apply mutatis mutandis to the granting of rights to take shares. Shareholders shall have no pre-emptive right in respect of shares issued to a person exercising a previously acquired right to take shares. Acquisition by the Company of its own shares or depository receipts of such shares. The transfer or disposal thereof and the creation of limited rights to own shares or depository receipts thereof held by the company. Article Subject to the authorisation by the General Meeting and the given approval by the Supervisory Board and with due observance of the provision in section 98d of Book 2, the Executive Board may cause the Company to acquire fully paid up shares in its own share capital for a consideration. The General Meeting must specify in the authorisation, which shall be valid for not more than the period prescribed by the law, as meant in the last paragraph. Within eight days after the resolution the Executive Board shall deposit the full text of the resolution at the commercial register The provisions of the preceding paragraph of this Article shall apply mutatis mutandis to the granting of rights to take shares. Shareholders shall have no pre-emptive right in respect of shares issued to a person exercising a previously acquired right to take shares. Acquisition by the Company of its own shares or depository receipts of such shares. The transfer or disposal thereof and the creation of limited rights to own shares or depository receipts thereof held by the company. Article Subject to the authorisation by the General Meeting and the given approval by the Supervisory Board and with due observance of the provision in section 98d of Book 2, the Executive Board may cause the Company to acquire fully paid up shares in its own share capital for a consideration. The General Meeting must specify in the authorisation, which shall be valid for not more than the period prescribed by the law, Amended because of erasing cumulative preference shares 22

23 the number and class of shares which may be acquired, the manner in which they may be acquired and the limits within which the price must be set The Executive Board with the approval of the Supervisory Board shall have the power to resolve: a. to transfer or dispose of shares held by the Company in its own capital and to determine the price and the other terms of transfer; b. to enter into contracts whereby the Company undertakes to transfer or dispose of shares held in its own capital, for example by granting a right to acquire such shares (option); c. to create a usufruct or pledge on shares held by the Company in its own capital and to determine the price - if any - and the other terms of such usufruct or pledge If depository receipts for shares in the Company have been issued, such depository receipts for shares shall be put on a par with shares for the purpose of the provisions of paragraph 1. the number and class of shares which may be acquired, the manner in which they may be acquired and the limits within which the price must be set The Executive Board with the approval of the Supervisory Board shall have the power to resolve: a. to transfer or dispose of shares held by the Company in its own capital and to determine the price and the other terms of transfer; b. to enter into contracts whereby the Company undertakes to transfer or dispose of shares held in its own capital, for example by granting a right to acquire such shares (option); c. to create a usufruct or pledge on shares held by the Company in its own capital and to determine the price - if any - and the other terms of such usufruct or pledge If depository receipts for shares in the Company have been issued, such depository receipts for shares shall be put on a par with shares for the purpose of the provisions of paragraph 1. 23

24 10.4. The Company may accept a pledge of its own shares or depository receipts issued therefor with due observance of the statutory provisions: The Company or a subsidiary ("dochtermaatschappij") may not provide collateral, guarantee the price, otherwise act as surety or otherwise bind itself jointly and severally with or for third parties, for the purpose of the subscription or acquisition by third parties of shares in its own capital. The Company or a subsidiary ("dochtermaatschappij") may not grant loans for the purpose of the subscription or acquisition by third parties of shares in the capital of the company, unless such is permitted by law and with due observance of the statutory provisions. Reduction of capital. Article Acting on a proposal of the Supervisory Board the General Meeting may resolve to reduce the issued capital by a cancellation of shares or by a reduction of the nominal value of the shares by alteration of the Articles of Association. In case of a cancellation of shares or redemption of The Company may accept a pledge of its own shares or depository receipts issued therefor with due observance of the statutory provisions: The Company or a subsidiary ("dochtermaatschappij") may not provide collateral, guarantee the price, otherwise act as surety or otherwise bind itself jointly and severally with or for third parties, for the purpose of the subscription or acquisition by third parties of shares in its own capital. The Company or a subsidiary ("dochtermaatschappij") may not grant loans for the purpose of the subscription or acquisition by third parties of shares in the capital of the company, unless such is permitted by law and with due observance of the statutory provisions. Reduction of capital. Article Acting on a proposal of the Supervisory Board the General Meeting may resolve to reduce the issued capital by a cancellation of shares or by a reduction of the nominal value of the shares by alteration of the Articles of Association. In case of a cancellation of shares or redemption of Amended because of erasing cumulative preference shares (no obligation to fully pay up these shares) 24