Exhibit 3.1
1
This is a translation into English of the official Dutch version of the articles of association of a limited liability company under Dutch law. Definitions included in Article 1 below appear in the English alphabetical order, but will appear in the Dutch alphabetical order in the official Dutch version. In the event of a conflict between the English and Dutch texts, the Dutch text shall prevail.
ARTICLES OF ASSOCIATION
MERUS N.V.
DEFINITIONS AND INTERPRETATION
Article | An article of these articles of association. |
Board of Directors | The Company's board of directors. |
Board Rules | The internal rules applicable to the Board of Directors, as drawn up by the Board of Directors. |
CEO | The Company's chief executive officer. |
Chairman | The chairman of the Board of Directors. |
Class Meeting | The meeting of holders of shares of a certain class. |
Company | The company to which these articles of association pertain. |
DCC | The Dutch Civil Code. |
Director | A member of the Board of Directors. |
EURIBOR
| The EURIBOR interest rate, as published by Thomson Reuters or another institution chosen by the Board of Directors, for loans with a maturity of three, six, nine or twelve months, whichever has had the highest mathematical average over the financial year (or the relevant part thereof) in respect of which the relevant distribution is made, but in any event no less than zero percent. |
Executive Director | An executive Director. |
General Meeting | The Company's general meeting of shareholders. |
Group Company | An entity or partnership which is organisationally connected with the Company in an economic unit within |
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| the meaning of Section 2:24b DCC. |
Indemnified Officer | A current or former Director and such other current or former officer or employee of the Company or its Group Companies as designated by the Board of Directors. |
Meeting Rights | With respect to the Company, the rights attributed by law to the holders of depository receipts issued for shares with a company's cooperation, including the right to attend and address a General Meeting. |
Non-Executive Director | A non-executive Director. |
Person with Meeting Rights | A shareholder, a usufructuary or pledgee with voting rights or a holder of depository receipts for shares issued with the Company's cooperation. |
Preferred Distribution | A distribution on the preferred shares for an amount equal to the Preferred Interest Rate calculated over the aggregate amount paid up on those preferred shares, whereby: a. any amount paid up on those preferred shares (including as a result of an issue of preferred shares) during the financial year (or the relevant part thereof) in respect of which the distribution is made shall only be taken into account proportionate to the number of days that elapsed during that financial year (or the relevant part thereof) after the payment was made on those preferred shares; b. any reduction of the aggregate amount paid up on preferred shares during the financial year (or the relevant part thereof) in respect of which the distribution is made shall be taken into account proportionate to the number of days that elapsed during that financial year (or the relevant part thereof) until such reduction was effected; and c. if the distribution is made in respect of part of a financial year, the amount of the distribution shall be proportionate to the number of days that elapsed during that part of the financial year. |
Preferred Interest Rate | The mathematical average, calculated over the financial year (or the relevant part thereof) in respect of which a distribution is made on preferred shares, of the relevant EURIBOR interest rate, plus a margin not exceeding five |
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| hundred basis points (500bps) to be determined by the Board of Directors each time when, or before, preferred shares are issued without preferred shares already forming part of the Company's issued share capital. |
Registration Date | The date of registration for a General Meeting as provided by law. |
Simple Majority | More than half of the votes cast. |
Subsidiary | A subsidiary of the Company within the meaning of Section 2:24a DCC, including: d. an entity in whose general meeting the Company or one or more of its Subsidiaries can exercise, whether or not by virtue of an agreement with other parties with voting rights, individually or collectively, more than half of the voting rights; and e. an entity of which the Company or one or more of its Subsidiaries are members or shareholders and can appoint or dismiss, whether or not by virtue of an agreement with other parties with voting rights, individually or collectively, more than half of the managing directors or of the supervisory directors, even if all parties with voting rights cast their votes. |
NAME AND OFFICIAL SEAT
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OBJECTS
The Company's objects are:
SHARES - AUTHORISED SHARE CAPITAL AND DEPOSITORY RECEIPTS
a. one hundred and five million (105,000,000) common shares; and
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b. one hundred and five million (105,000,000) preferred shares,
each having a nominal value of nine eurocents (EUR 0.09).
SHARES - FORM of SHARES and share REGISTER
SHARES - ISSUE
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SHARES - PRE-EMPTION RIGHTS
SHARES - PAYMENT
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SHARES - FINANCIAL ASSISTANCE
SHARES - ACQUISITION OF OWN SHARES
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SHARES - REDUCTION OF ISSUED SHARE CAPITAL
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SHARES - ISSUE AND TRANSFER REQUIREMENTS
SHARES - USUFRUCT AND PLEDGE
SHARES - TRANSFER RESTRICTIONS
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If the requesting shareholder does not notify the Board of Directors of his choice in a timely fashion, he shall be deemed to have withdrawn his request for approval, in which case he cannot transfer the relevant preferred shares.
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BOARD OF DIRECTORS - COMPOSITION
The Board of Directors shall be composed of individuals.
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BOARD OF DIRECTORS - APPOINTMENT, SUSPENSION AND DISMISSAL
BOARD OF DIRECTORS - DUTIES AND ORGANISATION
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BOARD OF DIRECTORS - DECISION-MAKING
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BOARD OF DIRECTORS - COMPENSATION
BOARD OF DIRECTORS - REPRESENTATION
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INDEMNITY
to the extent this relates to his current or former position with the Company and/or a Group Company and in each case to the fullest extent permitted by applicable law.
GENERAL MEETING - CONVENING AND HOLDING MEETINGS
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GENERAL MEETING - PROCEDURAL RULES
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The person who should chair the General Meeting pursuant to paragraphs a. through d. may appoint another person to chair the General Meeting instead of him.
GENERAL MEETING - EXERCISE OF MEETING AND VOTING RIGHTS
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GENERAL MEETING - DECISION-MAKING
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GENERAL MEETING - SPECIAL RESOLUTIONS
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CLASS MEETINGS
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REPORTING - FINANCIAL YEAR, ANNUAL ACCOUNTS AND MANAGEMENT REPORT
REPORTING - AUDIT
DISTRIBUTIONS - GENERAL
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DISTRIBUTIONS - RESERVES
DISTRIBUTIONS - PROFITS
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DISSOLUTION AND LIQUIDATION
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FEDERAL FORUM PROVISION
Except as otherwise consented to in writing by the Company, the sole and exclusive forum for any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended, to the fullest extent permitted by applicable law, shall be the federal district courts of the United States of America.
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