EXHIBIT 3.1
24-07-01
NAME AND SEAT.
ARTICLE 1.
1.1. The company will bear the name:
ASM International N.V..
1.2. The company has its seat at Bilthoven, municipality of De Bilt.
OBJECT.
ARTICLE 2.
The object of the company will be:
- to participate in, to finance, to co-operate with and to conduct the
management of legal persons and other enterprises, among which in
particular included enterprises which have the object to produce and to
trade in equipment, materials and components for the micro-electronic
industry;
- to acquire, to operate and to alienate intellectual property rights;
- to grant security for debts of group companies;
- to perform everything connected with the afore-stated or which might be
conducive thereto,
everything in the broadest sense of the word.
CAPITAL AND SHARES.
ARTICLE 3.
The authorised capital of the company amounts to nine million four hundred forty
thousand euro (EUR 9,440,000.-)
It is divided into one hundred ten million (110,000,000) ordinary shares, each
having a par value of four eurocents (EUR 0.04), eight thousand (8,000)
preferential finance shares, each having a par value of forty euro (EUR 40.-)
and one hundred eighteen thousand (118,000) preference shares, each having a par
value of forty euro (EUR 40.-).
ARTICLE 4.
Where in these articles reference is made to shares and shareholders, this shall
include the ordinary shares, the financing preference shares, the preference
shares and the holders of
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ordinary shares, the holders of financing preference shares and the holders of
preference shares respectively, unless the contrary is explicitly stated.
ISSUE OF SHARES.
ARTICLE 5.
5.1. The general shareholders' meeting - hereinafter also referred to as:
the general meeting - or the managing board, if thereto appointed by
the general meeting, will resolve to issue shares - as far as the
managing board is concerned with the approval of the supervisory board;
if the managing board has been appointed to do so, the general meeting
may not decide to issue as long as the appointment is in force.
5.2. With the approval of the supervisory board, the corporate body
authorised to issue will determine the price and the further terms and
conditions of issue, such with due observance of the other provisions
with respect thereto in these articles.
5.3. If the managing board is designated as being authorised to resolve to
issue shares, such designation shall also determine how many and what
class of shares may be issued.
Such a designation shall also fix the duration of the designation,
which may not exceed five years.
The designation may not be extended by more than five years on each
occasion. Unless it has been stipulated otherwise at the designation,
it may not be revoked.
5.4. A previous or simultaneous approving resolution of each group of
holders of shares of the same class whose rights the issue negatively
affects will be required for the validity of a resolution of the
general meeting to issue shares or to designate the managing board as
corporate body authorised to issue shares.
5.5. Within eight days after a resolution of the general meeting to issue or
to designate the managing board as being authorised to issue, a full
text thereof will be deposited at the office of the Trade Register
where the company has its seat according to its articles of
association.
Within eight days after each issue of shares the managing board will
notify the office of that Trade Register of this, stating number and
class.
5.6. The provisions of paragraphs 1 up to and including 5 of this article
will correspondingly apply to the granting of rights to subscribe for
shares, but will not apply to the issue of shares to someone who is
exercising a previously
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acquired right to subscribe for shares.
5.7. Shares will never be issued below par, such without prejudice to the
provisions of section 80, paragraph 2, Volume 2 of the Dutch Civil
Code.
5.8. Ordinary shares and financing preference shares will only be issued
against payment in full; preference shares may be issued against
partial payment, provided that the nominal amount mandatorily to be
paid - irrespective when it has been issued - should be the same for
every preference share, and that when subscribing for the share at
least one fourth of the nominal amount should be paid.
5.9. Payment should be made in cash to the extent that no other contribution
has been agreed upon.
5.10. With the approval of the supervisory board the managing board may at
any moment resolve on what day and up to what amount further payment on
non-fully paid up preference shares should have been made.
The managing board will immediately inform the holders of preference
shares about such a resolution; between that announcement and the day
on which the payment should have been made should be at least thirty
days.
5.11. The managing board will be authorised to perform legal acts as
specified in section 94, paragraph 1, Volume 2 of the Dutch Civil Code,
provided with the prior approval of the supervisory board but without
the approval of the general meeting.
ISSUE PREFERENCE SHARES.
ARTICLE 6.
6.1. If and insofar as the managing board has been designated to be
authorised to resolve to issue shares, then, at the issue of preference
shares, among which included the granting of a right to subscribe for
shares, but not the issue of shares by virtue of exercising such an
option right:
a. the managing board will be obliged to convene a general
meeting within four weeks after that issue, at which the
motives for the issue will be explained, unless prior thereto
at a general meeting such an explanation has been given;
b. the prior approval of the general meeting for the specific
case will be required if (i) as a result of that issue (ii)
and/or as a result of the preference shares earlier issued by
the managing board, without said approval, so many preference
shares can be subscribed for and/or have been placed, that the
total nominal
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amount of preference shares issued by the managing board
without said approval of the general meeting amounts to more
than one hundred percent of the total nominal amount of the
placed ordinary shares from before that issue.
6.2. If preference shares have been placed pursuant to a resolution to
issue, or a resolution to grant a right to subscribe for shares passed
by the managing board without the prior approval or other co-operation
of the general meeting, the managing board will be obliged to convene a
general meeting within two years after that placement and to make there
a proposal about repurchase or withdrawal (as the case may be) of said
placed preference shares.
If at that meeting no resolution is passed to repurchase or withdraw
(as the case may be) the preference shares, then the managing board
will be obliged, each time within two years after afore-meant proposal
has been brought up for discussion, to convene again a general meeting
at which such a proposal will again be made, which obligation will
cease to exist if said shares are no longer placed or (as the case may
be) are no longer held by another than the company.
PREFERENTIAL RIGHT.
ARTICLE 7.
7.1. Without prejudice to the provisions of the third sentence of section
96a, paragraph 1, Volume 2 of the Dutch Civil Code, each holder of
ordinary shares and each holder of financing preference shares will
have upon issue of ordinary shares and of financing preference shares
with respect to the shares to be issued a pre-emptive right in
proportion to the total par value of his ordinary shares and/or
financing preference shares.
Holders or preference shares do not have a pre-emptive right to shares
to be issued.
Holders of ordinary shares and of financing preference shares do not
have a pre-emptive right to preference shares.
7.2. In the event of a share issue there will be no pre-emptive right on
shares that are issued against contribution other than cash.
7.3. The general meeting or the managing board (as the case may be) - as far
as the managing board is concerned with the approval of the supervisory
board - will determine, with due observance of this article, when
taking a resolution to issue in what manner and within which period the
pre-emptive right can be exercised.
Afore-stated period should be at least two weeks after the announcement
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referred to in the next paragraph.
7.4. The company will announce the issue with pre-emptive right and the
period in which that can be exercised in the National Gazette, in a
national distributed daily newspaper and in the Official List of the
Amsterdam Exchanges N.V. in Amsterdam.
7.5. The pre-emptive right on ordinary shares and financing preference
shares may be limited or debarred by a resolution of the general
meeting.
In the proposal for this purpose the reasons for the proposal and the
choice of the intended price of issue should be explained in writing.
The pre-emptive right may also be limited or debarred, provided with
the approval of the supervisory board, by the managing board if the
managing board by resolution of the general meeting has been designated
for a certain period of not more than five years as being authorised to
limit or debar the pre-emptive right; such a designation may only be
made if the managing board has been or is simultaneously designated as
being authorised to issue, as referred to in article 5, paragraph 1.
The designation may each time be extended for not more than five years;
it will in any case cease to apply if the designation of the managing
board as being authorised to issue, as referred to in article 5,
paragraph 1, is no longer in force.
Unless it has been determined otherwise at the designation, it may not
be revoked - without prejudice to the provisions of the previous
sentence.
7.6. With respect to a resolution of the general meeting to limit or debar
the pre-emptive right on ordinary shares and financing preference
shares or to designate, as referred to in the previous paragraph, a
majority of at least two thirds of the votes cast will be required, if
less than half the issued capital is represented at the meeting.
Within eight days after that resolution the managing board will deposit
a full text thereof at the office of the Trade Register referred to in
article 5, paragraph 5.
7.7. At granting rights to subscribe for ordinary shares and financing
preference shares the holders of ordinary shares and the holders of
financing preference shares will have a pre-emptive right; the
provisions made afore in this article will apply correspondingly.
Shareholders do not have a pre-emptive right on shares that are issued
to someone who is exercising a previously acquired right to subscribe
for shares.
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PURCHASE OF OWN SHARES/RIGHT OF PLEDGE ON OWN SHARES.
ARTICLE 8.
8.1. Provided with authorisation of the general meeting and without
prejudice to the other provisions of section 98 and the provisions of
section 98d, Volume 2 of the Dutch Civil Code, the managing board may
have the company acquire fully paid-up shares in its own capital under
onerous title.
Such an acquisition will, however, only be permitted, if:
a. the shareholders' equity of the company, less the purchase
price of the shares, is not less than the paid-up and, insofar
as it concerns preference shares, the called part of the
capital, plus the reserves that pursuant to the law should be
kept; and
b. the nominal amount of the shares to be acquired and of the
shares in its capital that the company holds itself or has in
pledge or that are held by a subsidiary do not amount to more
than one-tenth of the issued share capital.
The requirement referred to under sub a will be determined by the
amount of the shareholders' equity according to the last adopted
balance sheet, less the acquisition price for shares in the capital of
the company that it and its subsidiaries became due after the date of
the balance sheet.
If a financial year has expired for more than six months without the
annual accounts having been adopted and approved, acquisition according
to the provisions of this paragraph will not be permitted.
At the authorisation, which applies for not more than eighteen months,
the general meeting should determine how many and what class of shares
may be acquired, how they may be acquired and in between what limits
the price should be.
8.2. With the approval of the supervisory board, the managing board will
decide to alienate the shares acquired by the company in its own
capital.
8.3. If depositary receipts for shares in the company have been issued, such
depositary receipts will be put on a par with shares for the
application of the provisions of the previous paragraphs.
8.4. The company may not derive any right to distribution from shares in its
own capital; it will neither derive any right to such a distribution on
shares for which it holds the depositary receipts.
When calculating the distribution of profit, the shares referred to in
the previous
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sentence do not count unless on such shares or on the depositary
receipts thereof a usufruct or a pledge is vested in favour of another
than the company.
8.5. In a general meeting no vote may be cast for a share that is held by
the company or by a subsidiary; neither for a share of which one of
them holds the depositary receipts.
Usufructuaries of shares that belong to the company or a subsidiary
are, however, not excluded from their voting-right if the usufruct was
created before the share belonged to the company or a subsidiary.
The company or a subsidiary may not cast a vote for a share on which it
has a right of usufruct.
8.6. When determining to what extent shareholders vote, are present or
represented, or to what extent the share capital is provided or
represented, shares of which the law provides that it is not possible
to cast a vote for them will not be taken into account.
8.7. The company may only accept shares which it holds in its own capital or
depositary receipts thereof in pledge, if:
a. the shares concerned have been fully paid-up;
b. the nominal amount of the accepted shares which it holds in
its own capital and depositary receipts thereof to be accepted
in pledge and already held or held in pledge does not amount
jointly to more than one-tenth of the issued share capital;
c. the general meeting has approved of the pledge agreement.
CAPITAL REDUCTION.
ARTICLE 9.
9.1. With due observance of the provisions of section 99, Volume 2 of the
Dutch Civil Code the general meeting may decide to reduce the issued
share capital by withdrawing shares or by reducing the amount of the
shares by way of an amendment of the articles.
The shares to which the resolution relates will be designated and the
implementation of the resolution should be settled.
Withdrawal with repayment on shares or partial repayment on shares or
exemption of the obligation to pay up as referred to in section 99,
Volume 2 of the Dutch Civil Code may also be effected with respect to
ordinary shares or solely with respect to financing preference shares,
or solely with respect to
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preference shares.
A partial repayment or exemption should be effected in proportion to
all shares concerned of the class.
It will be permitted to deviate from the requirement of proportion with
the consent of all shareholders involved.
Provided with the approval of the managing board and the supervisory
board, the general meeting may resolve to withdraw with repayment all
preference shares, or all financing preference shares irrespective by
whom these are held.
9.2. If less than half the issued share capital is represented the general
meeting may only pass a resolution with respect to capital reduction
with a majority of at least two-thirds of the votes cast.
9.3. A resolution to reduce the issued share capital requires moreover the
approval, prior thereto or simultaneously, of every group of holders of
shares of the same class whose rights will be impaired; the provision
contained in the previous sentence will apply correspondingly to the
decision-taking of a group.
9.4. The notice convening a meeting at which a resolution as referred to in
this article will be taken, will state the object of the capital
reduction and the manner of implementation; the second, third and
fourth paragraph of section 123, Volume 2 of the Dutch Civil Code will
apply correspondingly.
SHARES.
ARTICLE 10.
10.1. The ordinary shares will be either registered or bearer shares, at the
choice of the shareholder.
The preference shares and the financing preference shares will be
registered shares.
The preference shares will be numbered from P1 onwards, the financing
preference shares from F1 onwards.
10.2. Share certificates will be issued for the ordinary bearer shares.
Share certificates may be issued for ordinary registered shares but
only then if those shares are traded on a stock exchange and the
prescriptions of that stock exchange imply that in connection with the
trade share certificates should have been issued.
A stock exchange shall mean a stock exchange as referred to in section
86c, Volume 2 of the Dutch Civil Code.
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The share certificates will be numbered in the manner as to be
determined by the managing board.
10.3. Quantity receipts will be issued upon request of a shareholder for such
numbers of shares as the managing board will determine.
Upon request of the holder a quantity receipt will be changed into
single receipts up to a similar nominal amount.
10.4. The share certificates will be provided with the signature of a member
of the supervisory board and a member of the managing board.
One or both signatures may be effected by facsimile.
One or both signatures may also be replaced by a control stamp
characteristic for the company and affixed by or under its supervision.
If not at least one signature has been placed by own hand by pen a
control stamp as referred to above should be affixed.
10.5. Under terms and conditions to be established by the managing board
ordinary registered shares may be made out to bearer and vice versa
upon request of the holder.
Transfer of registered shares and exchange of registered shares to
bearer shares may not take place during the period commencing on the
day after that on which shareholders have been convened for a general
meeting and ending on the day after that of the meeting.
10.6. The company will not charge any costs for the issue and exchange of
share certificates.
10.7. The share certificates of registered shares will be provided with a
coupon sheet, consisting of dividend coupons and a talon.
Every share certificate relating to one or more ordinary bearer shares
will be provided with a simplified coupon sheet, without any dividend
coupons and talon.
Such share certificates will be referred to hereinafter as
CF-certificates.
10.8. A simplified coupon sheet (hereinafter to be referred to as a CF-coupon
sheet) may only be issued by the company to a custodian to be appointed
by the shareholder.
This appointment may only be effected from a group of custodians as
such admitted by the company who have the custody of the CF-coupon
sheets administered by an institution accepted thereto by the company
but independent from it.
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These custodians should have undertaken not to issue the CF-coupon
sheets given into their custody to others than custodians admitted by
the company or to the company.
10.9. With respect to dividends and other distributions on a share for which
a CF-certificate has been issued the company will be discharged
vis-a-vis the persons entitled by making those dividends or
distributions available to or pursuant to the instructions of the
independent institution as referred to in paragraph 8.
10.10. The company will be authorised to establish further rules with respect
to the issue of CF-certificates.
10.11. The managing board may issue duplicates in case share certificates or
coupon sheets relating to ordinary shares are lost, alienated or
destroyed.
The managing board may make this issue subject to conditions, among
which included, to give security and to have the applicant reimburse
the costs.
By issuing a duplicate the original document will become invalid
vis-a-vis the company.
The new document should show that it is a duplicate.
SHAREHOLDERS' REGISTER.
ARTICLE 11.
11.1. With respect to the registered shares the managing board will keep for
each class separately a register in which the names and addresses of
the shareholders have been included stating the amount paid up on every
share and the share premium paid upon every financing preference share
at the issue.
In the register will also be included the names and addresses of those
who have a right of usufruct or a right of pledge on the shares,
stating as far as usufructuaries are concerned whether they are
entitled to the rights attached to the shares pursuant to paragraphs 2,
3 and 4 of section 88, Volume 2 of the Dutch Civil Code and if so,
which, and as far as the pledgees are concerned, that they are not
entitled to the voting-right attached to the shares nor to the rights
that the law assigns to depositary receipts for shares issued with the
co-operation of the company.
The registers will state with respect to each shareholder, pledgee or
or usufructuary the date on which they obtained on the shares, the
right of pledge or usufruct respectively, as well as the date of
acknowledgement or serving.
11.2. The registers will be regularly kept up to date; every discharge of
liability granted
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for payments not yet made will also be recorded in the registers.
Every entry in the register will be signed by a member of the managing
board and a member of the supervisory board.
For the application of the previous sentence the facsimile of a
signature will be deemed as set by own hand.
11.3. Upon request the managing board will supply a shareholder, a
usufructuary and a pledgee without charge with an extract from the
register with respect to his right on a share.
If on a share a right of usufruct or a right of pledge is vested, the
extract will state, as far as the usufructuaries are concerned, to
which of the rights referred to in paragraphs 2, 3 and 4 of section 88,
Volume 2 of the Dutch Civil Code they are entitled and as far as the
pledgees are concerned, that they are not entitled to the voting-right
attached to these shares nor to the rights that the law assigns to
depositary receipt for shares issued with the co-operation of the
company.
11.4. The register of ordinary registered shares may consist of various
volumes, which may be kept at different places.
Each of these volumes may be kept in more than one copy and at more
than one place.
11.5. The managing board will deposit the registers at the office of the
company for inspection by the holders of registered shares who should
have been entered in the register concerned, as well as by the
usufructuaries of such shares who are entitled to the rights referred
to in paragraph 4 of section 88, Volume 2 of the Dutch Civil Code.
The provisions made afore do not apply to the part of the register of
holders of ordinary registered shares that is kept outside the
Netherlands to comply with the legislation applicable there or pursuant
to stock exchange requirements.
11.6. The information in the register with respect to non-paid-up preference
shares will be open for inspection by everyone; a copy or extract of
this information will be provided at not more than cost price.
11.7. Every holder of registered shares as well as everyone who has a right
of usufruct or a right of pledge on the shares will be obliged to
inform the managing board about his address.
HOLDERS OF DEPOSITARY RECEIPTS/PLEDGEES.
ARTICLE 12.
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12.1. Where hereinafter in these articles reference is made to holders of
depositary receipts, these will be understood to mean holders of
depositary receipts issued with the co-operation of the company and
persons who pursuant to section 88, Volume 2 of the Dutch Civil Code
have the rights that the law assigns to holders of depositary receipts
of shares issued with the co-operation of the company.
12.2. It will not be possible to assign to pledgees of shares the
voting-right attached to those shares.
They will not be entitled to the rights referred to in section 89,
paragraph 4, Volume 2 of the Dutch Civil Code.
CONVOCATION AND NOTICES.
ARTICLE 13.
Without prejudice to the provisions of article 7, paragraph 5 every convocation
of or notice to shareholders or holders of depositary receipts will be made by
means of an advertisement in a national distributed daily newspaper as well as
in the Official Gazette of the Amsterdam Exchanges N.V. in Amsterdam.
MANNER OF TRANSFER OF SHARES.
ARTICLE 14.
14.1. Unless otherwise stipulated by law the transfer of registered shares or
the transfer of a limited right thereon requires a deed for that
purpose as well as, except in case the company itself is a party in
that legal act, a written acknowledgement by the company of the
transfer.
The acknowledgement will be effected in the deed or by a dated
statement containing the acknowledgement on the deed or on a notarial
copy or extract thereof or one certified by the transferor.
Serving of that deed or that copy or that extract to the company will
be put on a par with the acknowledgement.
If it concerns the transfer of non-fully paid-up shares the
acknowledgement may only be effected if the deed has a fixed date.
If for a registered share a share certificate has been issued,
lodgement of the share certificate with the company will moreover be
required for the transfer.
If the share certificate is lodged to the company, the company may
acknowledge the transfer by placing on that share certificate an
endorsement from which the acknowledgement appears or by replacing the
issued share certificate by a new share certificate in the name of the
transferee.
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14.2. The provisions of paragraph 1 will correspondingly apply to the
creation and relinquishing of a limited right on the shares.
A right of pledge may also be created without acknowledgement or
serving to the company; section 239, Volume 3 of the Dutch Civil Code
will then apply correspondingly, which acknowledgement by or serving to
the company will be substituted for the announcement as referred to in
paragraph 3 of that section.
TRANSFER RESTRICTIONS PREFERENCE AND FINANCING PREFERENCE SHARES.
ARTICLE 15.
15.1. Approval of the supervisory board will be required for each transfer of
preference and financing preference shares.
The approval will be requested in writing, at which the name and the
address of the intended transferee as well as the price or other
consideration that the intended transferee is prepared to pay or to
give should be announced.
15.2. If the approval is refused, the supervisory board will be obliged to
appoint simultaneously one or more prospective buyers who are prepared
and able to purchase all the shares to which the request relates
against payment in cash at a price to be fixed in mutual consultation
by the transferor and the supervisory board within two months after
that appointment.
15.3. If not within three months after the company has received request for
approval of the intended transfer the transferor has received from the
company a written notice with respect thereto or if a timely written
refusal of approval has not simultaneously been accompanied by the
appointment of one or more prospective buyers as referred to in
paragraph 2, the approval for transfer will be deemed to have been
granted after expiry of said period or after receipt of the notice of
refusal respectively.
15.4. If not within two months after the refusal of the approval any
agreement has been reached between the transferor and the supervisory
board with respect to the price referred to in paragraph 2, this price
will be fixed by an expert to be appointed by the transferor and the
supervisory board in mutual consultation or, in the absence of any
agreement about this within three months after the refusal of the
approval, by the chairman of the Chamber of Commerce and Industry of
the place where the company has its seat according to these articles,
at request of the most willing party.
15.5. The transferor will have the right to refrain from the transfer,
provided that he
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notifies the supervisory board of this in writing within one month
after both the name of the appointed prospective buyer(s) and the fixed
price have been brought to his knowledge.
15.6. In case of approval to transfer in the way of paragraph 1 or paragraph
3 the transferor will be authorised for a period of three months after
this approval to transfer all shares to which his request related to
the transferee mentioned in the request at the price mentioned by him
or the consideration referred to in paragraph 1 of this article.
15.7. The costs for the company attached to the transfer may charged to the
new transferee.
USUFRUCT AND VOTING-RIGHT.
ARTICLE 16.
The shareholder will have the voting-right on the shares on which a usufruct has
been created.
Contrary to the previous sentence the usufructuary will be entitled to the
voting-right if this has been stipulated at the creation of the usufruct and the
usufructuary is a person to whom the shares may be freely transferred.
If the usufructuary is a person to whom the shares, pursuant to the provisions
of article 15, may not be freely transferred, he will only be entitled to the
voting-right if this has been stipulated at the creation of the usufruct and
both this provision and - in case of transfer of the usufruct - the transition
of the voting-right has been approved by the supervisory board.
MANAGING BOARD.
ARTICLE 17.
17.1. The company will be managed by a managing board consisting of one or
more members, the number to be decided by the supervisory board.
17.2. The supervisory board will appoint from the members of the managing
board the chairman of the managing board.
17.3. The managing board will meet as often as a member of the managing board
so desires.
At the meetings of the managing board every member of the managing
board will cast one vote, provided that the chairman of the managing
board has the right to cast as many votes as there are other board
members in office.
In case of a tie vote, the decision will be taken by the supervisory
board unless the managing board decides otherwise.
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17.4. Subject to the approval of the supervisory board will be decisions of
the managing board with respect to:
a. the issue of shares which includes the granting of a right to
subscribe for shares and to obtain shares in debenture bonds
chargeable to the company or of debenture bonds chargeable to
a limited partnership or a partnership firm of which the
company is fully liable partner;
b. cooperation to the issue of depositary receipts for shares;
c. application or the withdrawal for quotation of the securities
mentioned under sub a and b in the price list of any stock
exchange;
d. conclusion or cancellation of permanent cooperation of the
company or a dependent company with another legal person or
company or as fully liable partner in a limited partnership or
a partnership firm, if this cooperation or cancellation is of
major significance to the company;
e. a participation involving a value equal to at least one-fourth
of the amount of the issued share capital plus the reserves
according to the balance sheet with explanatory notes of the
company, by itself or by a dependent company in the capital of
another company as well as to drastically increase or reduce
such a participation;
f. any investment that requires an expenditure equal to at least
one-fourth part of the issued share capital plus the reserves
of the company according to its balance sheet with explanatory
notes;
g. a proposal to amend the articles;
h. a proposal to dissolve the company;
i. registration of bankruptcy and application for suspension of
payments of debts;
j. a proposal to reduce the issued share capital.
17.5. The absence of an approval required from the supervisory board in this
article 17 for any resolution of the managing board may not be invoked
by or against third parties.
APPOINTMENT, SUSPENSION AND DISMISSAL OF MEMBERS OF THE MANAGING BOARD.
ARTICLE 18.
18.1. The members of the managing board will be appointed by the general
meeting from a binding nomination of at least two persons for every
vacancy, to be drawn op by the supervisory board.
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A binding nomination will be drawn up within a period that starts when
the vacancy arises and that ends seven days before the date of
convening the meeting at which the vacancy will be filled.
If within afore-mentioned period no binding nomination has been drawn
up, the general meeting will be free in its appointment.
The general meeting may overrule a nomination of its binding nature by
a resolution passed with a majority of at least two-thirds of the votes
cast, representing more than one half of the issued share capital.
Members of the managing board may at any time be suspended or dismissed
by the general meeting.
A resolution to suspend or to dismiss a member of the managing board
may only be passed by the general meeting with at least two-thirds of
the votes cast, representing more than one half of the issued share
capital, unless the proposal concerned has been made by the supervisory
board.
18.2. A member of the managing board may at any time be suspended by the
supervisory board.
18.3. Even after having been extended once or several times a suspension may
not last in total any longer than three months, unless it has been
decided to dismiss in which case that period may run until the end of
the employment.
18.4. A suspended member of the managing board will be given the opportunity
to defend himself at the general meeting and to be represented thereby
by a counselor.
18.5. In case of absence or inability to act of one or more members of the
managing board the remaining members or the remaining member will be
temporarily entrusted with the entire management.
In case of absence or inability to act of all members of the managing
board or the sole member of that board the supervisory board will be
temporarily entrusted with the management; the supervisory board will
then be authorised to appoint one or more temporary managers.
In case of absence or inability to act the supervisory board will take
as soon as possible the necessary measures in order to make a
definitive arrangement.
ARTICLE 19.
The supervisory board will fix the salary, the bonus, if any, and the further
conditions of employment of the members of the managing board.
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PROXYHOLDERS.
ARTICLE 20.
The managing board may grant one or more persons, whether or not employed by the
company, a power of attorney or an otherwise continuous power to represent the
company and may assign to one or more persons such a title as it will choose.
REPRESENTATION.
ARTICLE 21.
21.1. The managing board and each member of the managing board individually
will be authorised to represent the company.
The company may also be represented by a proxy holder, with due
observance, however, of the limitations set to his power.
21.2. If a member of the managing board enters in private into an agreement
with the company or conducts in private any action against the company,
the company may be represented in that matter either by one of the
other members of the managing board or by a supervisory director to be
appointed by the supervisory board.
If a member of the managing board has in any other way than described
in the previous sentence a conflict of interest with the company, he
will be authorised to represent the company, just as each of the other
members of the managing board.
SUPERVISORY BOARD.
ARTICLE 22.
22.1. The supervision on the policy of the managing board and the general
course of affairs of the company and the business affiliated with it
will be conducted by a supervisory board consisting of at least two
natural persons the number to be determined by the supervisory board.
22.2. The supervisory board will assist the managing board with advice.
In exercising their duties the supervisory directors will act according
to the interest of the company and the business affiliated with it.
The managing board will provide the supervisory board in good time with
the information required to exercise its duties.
With due observance of these articles the supervisory board may draw up
by-laws in which matters concerning it internally will be regulated.
The members of the supervisory board may furthermore divide their
activities
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mutually, whether or not by means of by-laws.
22.3. The members of the supervisory board will be appointed by the general
meeting from a binding nomination of at least two persons for each
vacancy to be drawn up by the supervisory board.
A binding nomination will be drawn up within a period that commences
when the vacancy arises and that ends seven days before the date of
convening the meeting at which the vacancy will be filled.
If within afore-mentioned period no binding nomination has been drawn
up, the general meeting will be free in its appointment.
The general meeting may overrule a nomination of its binding nature by
a resolution passed with a majority of at least two-thirds of the votes
cast representing more than half the issued share capital.
A member of the supervisory board may at any time be suspended and
dismissed by the general meeting.
Unless the dismissal is effected at proposal of the supervisory board a
majority of at least two-thirds of the votes validly cast representing
at least half the issued share capital will be required for a
resolution to dismiss taken by the general meeting.
22.4. A supervisory director will cease to be a supervisory director at the
time the annual general meeting to be held in the financial year in
which he reaches the age of seventy-two years is closed.
Someone who is seventy-two years or older may not be appointed
supervisory director.
22.5. The supervisory directors will resign periodically according to a
rotation scheme to be established by the supervisory board, which
should be such that as from the date that the rotation scheme is
established for the first time every supervisory director will have a
seat for not more than four years.
If necessary, the supervisory board may fix, by manner of a
transitional measure, for one or more of its members a shorter or
longer period of session.
Periodical resigning will be effected as per the time of closing of the
annual general meeting.
A periodically resigning supervisory director will be immediately
eligible for re-appointment, provided that a supervisory director who
resigns periodically and has resigned already twice periodically and
was then immediately re-appointed, cannot be immediately re-appointed
again.
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22.6. Upon a nomination to appoint a supervisory director the age, the
profession of every candidate, the number of the shares held by him in
the capital of the company and the positions that he occupies or has
occupied insofar as of interest in connection with fulfilling the duty
of supervisory director will be announced.
It will also be stated to which legal entities he is already engaged as
supervisory director, at which, if there are any legal entities among
these that belong to the same group, the designation of that group will
suffice.
The nomination to appoint a supervisory director shall state the
reasons for doing so.
22.7. The general meeting will grant a remuneration to the supervisory
directors. Their expenses will be reimbursed.
ORGANISATION SUPERVISORY BOARD.
ARTICLE 23.
23.1. The supervisory board will appoint one of its members chairman; he will
have the title of president of the supervisory board.
The supervisory board may furthermore appoint from their numbers one or
more delegated supervisory directors who will be charged with
maintaining a more frequent contact with the managing board; they will
report about their findings to the supervisory board.
The offices of president of the supervisory board and delegated
supervisory director can be combined.
The supervisory board will appoint a secretary - whether or not from
their numbers.
23.2. The supervisory board will meet as often as one of its members requests
so.
It will decide by an absolute majority of the votes.
In case of a tie vote the proposal will be rejected.
23.3. Subject to the provisions of paragraph 4 the supervisory board may not
pass any resolutions if not the majority of the members is present.
23.4. The supervisory board may also pass resolutions without convening a
meeting, provided this takes place in writing, by telegraph, by telex
or by telecopier and all supervisory directors have declared to be in
favour of the proposal concerned.
23.5. If invited to do so the members of the managing board will be obliged
to attend the meetings of the supervisory board and to give at such a
meeting all information required by that board.
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23.6. At the expense of the company the supervisory board may seek advice
from experts in such areas as the supervisory board deems desirable in
order to correctly perform its task.
23.7. The supervisory board may determine that one or more of its members
will have access to all industrial premises of the company and will be
authorised to inspect all books, correspondence and other documents and
to take cognisance of all activities that have taken place, or will be
able to exercise part of these powers.
23.8. If there are temporarily one or more vacancies within the supervisory
board, the acting supervisory director(s) will have all rights and
obligations assigned and imposed on the supervisory board by law and by
these articles.
GENERAL MEETINGS.
ARTICLE 24.
24.1. The annual general meeting will be held within six months after the end
of the financial year.
24.2. The agenda for this meeting will contain the following subjects:
a. discussion of the written annual report of the managing board
about the affairs of the company and the management conducted;
b. adoption of the annual account and - with due observance of
article 32 - allocation of the profits.
The subjects mentioned sub a and b need not be included in that agenda
if the period for preparation of the annual accounts and submission of
the annual report has been prolonged or a proposal for prolongation has
been placed on that agenda.
At the meeting referred to in paragraph 1 furthermore those subjects
will be discussed, that with due observance of article 25, paragraph 3,
have further been placed on the agenda.
24.3. Extraordinary meetings will be held as often as the managing board or
the supervisory board deem this desirable.
24.4. Within three months after the managing board has assumed that the
shareholders' equity of the company has dropped to an amount equal to
or lower than half the paid-up and called part of the capital, a
general meeting will be held to discuss the measures to be taken, if
any.
ARTICLE 25.
25.1. General meetings shall be held in the municipality of De Bilt, in
Zeist, in Soest, in
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Baarn, in Utrecht, in Amsterdam, in Haarlemmermeer (Schiphol) or in
Rotterdam.
25.2. Shareholders and holders of depositary receipts will be convened for
the general meeting by the managing board, by a member of the managing
board, by the supervisory board or by a member of the supervisory
board.
The convocation will not be made later than on the fifteenth day prior
to that of the meeting.
25.3. At the convocation the subjects to be discussed will be stated unless
the agenda is deposited at the office of the company and at such places
- among which in any case a place in Amsterdam - as will be stated at
the convocation, for inspection by shareholders and holders of
depositary receipts - who may then obtain without charge a copy thereof
- and this fact is stated at the convocation; notice of a proposal to
amend the articles and to dissolve the company should, however, always
be given at the convocation itself. It will not be
possible to pass valid resolutions about subjects with respect to which
the previous sentence has not been satisfied and the discussion of
which has not yet been announced in a similar manner and with due
observance of the period stated for the convocation.
25.4. Every holder of depositary receipts as referred to in article 12 will
be authorised to attend the general meeting and to speak there but not
to vote, provided that the latter does not apply to usufructuaries of
shares who are entitled to the voting-right on the shares encumbered
with usufruct.
25.5. Shareholders and holders of depositary receipts may have themselves
represented at the meeting by a person holding a written power of
attorney.
25.6. Before being admitted to a meeting a shareholder, a holder of
depositary receipts or their attorney should sign an attendance list
stating his name and insofar as applicable the number of votes to which
he is entitled.
If it concerns an attorney of a shareholder or a holder of depositary
receipts, also the name(s) will be stated of the person(s) on behalf of
whom the attorney is acting.
25.7. A holder of registered shares, a usufructuary of registered shares who
is entitled to the voting-right or their attorney will only have access
to the general meeting if he or the persons on behalf of whom is acting
(as the case may be) has been entered as such into the register meant
in article 11 and provided that the company has received in writing
notice of his intention to attend the meeting at
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the place and not later than on the day, as described in paragraph 9 of
this article.
25.8. The powers of attorney of holders of registered shares and of
usufructuaries of registered shares should be deposited.
The provisions of the following paragraph will apply correspondingly to
the place and time of depositing and to the entry thereof in the
convening notice.
25.9. Holders of ordinary bearer shares or their attorneys will only have
access to the general meeting if the share certificates have been
deposited at the office of the company before the meeting.
Submission at the office of the company of a written statement of a
bank institution that this holds the share certificates described in
that statement in custody until after the meeting or that the number of
shares mentioned in that statement belongs to a community consisting of
a collective deposit or giro deposit in the sense of the Securities
Giro Act and of which community the person mentioned in the statement
is a partner for the amount of shares or depositary receipts of shares
mentioned and will remain such until after the meeting, will be put on
a par with deposit.
The convening notice will state the day on which this deposit may be
effected at the latest.
This day may not be set any earlier than on the seventh day before that
of the meeting.
If a power of attorney relates to the share certificates, the power of
attorney should be deposited simultaneously with the share certificates
to which the power of attorney relates in accordance with the
provisions made afore in this paragraph.
25.10. Convocation of the general meeting will be effected in the manner as
described in article 13.
25.11. Announcements that by virtue of the law or these articles should be
directed to the general meeting may be effected either in the convening
notice for the meeting or in a document that for that purpose has been
deposited at the office of the company and at a place in Amsterdam for
inspection, provided this has been announced in the convening notice.
ARTICLE 26.
26.1. The general meeting will be chaired by the president of the supervisory
board. If the president of the supervisory board wants somebody else to
chair the
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meeting or if he is not present at the meeting, the supervisory
directors present at the meeting will appoint one of them chairman.
In the absence of all supervisory directors the meeting will appoint
itself a chairman.
The chairman will appoint the secretary.
26.2. Unless a notarial report is made of the discussions at the meeting
minutes will be taken.
Minutes will be adopted and as evidence thereof signed by the chairman
and the secretary of the meeting concerned or, if this has not been
effected, be adopted by a next meeting; in the latter case they will be
signed by the chairman and the secretary of that next meeting as
evidence of adoption.
26.3. The chairman of the meeting and furthermore every member of the
managing board and every supervisory director may at any time give
order to draw up a notarial report, at the expense of the company.
26.4. The chairman will decide with respect to all disputes concerning
voting, admission of persons and in general the order at the meeting,
insofar this has not been provided for by law or by these articles.
ARTICLE 27.
27.1. In the general meeting, each ordinary share gives the right to cast one
vote, each preferential finance share to cast one thousand votes and
each preference share to cast one thousand votes.
27.2. Blank votes and invalid votes will be deemed not to have been cast.
ARTICLE 28.
28.1. Without prejudice to the provisions hereinafter in paragraph 3, last
sentence, resolutions will be passed by an absolute majority of votes,
unless these articles or the law prescribe a larger majority.
28.2. The chairman will determine the manner of voting, provided that if one
of those present and entitled to vote wishes this, a ballot on
appointment, suspension and dismissal of persons will be effected by
means of folded-up, unsigned ballot notes.
28.3. If at a ballot about the appointment of a person at the first ballot
not the absolute majority has been obtained another ballot will be
held.
If also then not an absolute majority is obtained another ballot will
be held and this between the persons who received at the second ballot
the most votes.
If it turns out that when applying the previous sentence more than two
persons
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are to be included in the new ballot, an interim ballot will be held
between those who at the second free ballot received the highest - and
this after the person who received the highest number of votes - and
the penultimate number of votes respectively.
If an interim ballot or a new ballot does not lead to a decision as a
result of the number of votes cast being equal, lots will be drawn.In
case the votes are equal on persons who have been bindingly nominated
the first person nominated will apply as being appointed.
28.4. In case of a tie vote on other subjects than the appointment of persons
the proposal will be rejected.
MEETINGS OF HOLDERS OF SHARES OF A CERTAIN CLASS.
ARTICLE 29.
29.1. A meeting of holders of preference shares or of financing preference
shares will be convened as often and insofar as a decision of the
meeting of holders of preference shares or of financing preference
shares desires this, and furthermore as often as the managing board
and/or the supervisory board decide(s) so.
29.2. Holders or preference shares and of financing preference shares
respectively will have the right to attend the meeting of holders of
preference shares and of financing preference shares respectively.
One of the members of the managing board and one of the supervisory
directors will attend the meeting.
The convocation of a meeting of holders of preference shares and of
financing preference shares respectively will be made by letter
directed to the persons meant in the previous sentences.
The convening notice will state the subjects to be discussed.
29.3. Article 25, paragraphs 1, 2 and 5, article 26, article 27 and article
28, paragraph 2 will apply correspondingly to meetings of holders of
preference shares and of financing preference shares respectively.
At the meeting resolutions will be passed with an absolute majority of
the votes.
In case of a tie vote there will not be effected any resolution.
29.4. At a meeting of holders of preference shares and financing preference
shares respectively, at which the entire issued share capital in the
form of those shares is represented, valid resolutions may be passed,
provided unanimously, also if
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the requirements with respect to the place of the meeting, the manner
of convocation, the period of convocation and stating at the
convocation the subjects to be discussed have not been observed.
29.5. Holders of preference shares and financing preference shares
respectively may also pass all resolutions that they may pass at a
meeting, without convening a meeting.
A resolution may only be passed without convening a meeting if all
holders of preference shares and financing preference shares
respectively have declared in writing to be in favour of the proposal
and provided the managing board and the supervisory board have been
given the opportunity to give advice about the proposal.
FINANCIAL YEAR, ANNUAL ACCOUNT.
ARTICLE 30.
30.1. The financial year will coincide with the calendar year.
30.2. Annually within five months after the end of every financial year -
save for prolongation of this period with not more than six months by
the general meeting on the ground of special circumstances - the
managing board will prepare annual accounts.
The annual accounts will be accompanied by the accountant's statement
meant in article 31, by the annual report and by the other information
referred to in section 392, paragraph 1, Volume 2 of the Dutch Civil
Code, however, as far as the other information is concerned insofar as
these provisions apply to the company.
The annual accounts will be signed by all members of the managing board
and all supervisory directors; if the signature of one or more of them
is absent this will be reported stating the reason thereof.
30.3. The company will see to it that the prepared annual accounts, the
annual report and the other information meant in paragraph 2 will be
ready at the office of the company and in Amsterdam at the place stated
in the convening notice as from the day of convocation of the general
meeting intended for discussion thereof.
The shareholders and holders of depositary receipts may inspect the
documents there and obtain without charge a copy thereof.
Third parties may obtain at afore-meant places a copy at cost price.
30.4. After the proposal to adopt the annual accounts by the general
meeting has been
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addressed, the general meeting shall be presented with the proposal to
grant the Board of Management discharge for actions in respect of its
management during the relevant financial year and the Supervisory Board
in respect of its supervision thereon, insofar as that management is
reflected in the annual accounts, without prejudice to the provisions
in articles 138 and 149, Book 2 of the Dutch Civil Code.
The annual accounts shall not be adopted, if the general meeting has
not been able to take cognizance of the auditor's opinion referred to
in article 31.
Failing the opinion referred to, the annual accounts can still be
adopted subject to a statement that the opinion is missing and the
reason therefor.
ACCOUNTANT.
ARTICLE 31.
31.1. The general meeting will commission a chartered accountant or another
expert as referred to in section 393, first paragraph, third sentence,
Volume 2 of the Dutch Civil Code - both to be referred to hereinafter
as: accountant - to audit the annual accounts prepared by the managing
board, pursuant to the provisions of section 393, paragraph 3, Volume 2
of the Dutch Civil Code.
The accountant will report about his audit to the supervisory board and
to the managing board and will render the audit in a statement.
31.2. Both the managing board and the supervisory board may grant commissions
to the accountant meant in paragraph 1 or to another accountant at the
expense of the company.
PROFIT AND LOSS.
ARTICLE 32.
32.1. From profits, realised in the last completed financial year,
distributions shall in the first place, if possible, be made on the
preference shares amounting to the percentage of the obligatory amount
paid-up on those shares mentioned below.
The percentage referred to hereinbefore is equal to the EURIBOR-rate
for six months' loans - weighted to the number of days to which this
was applicable - during the financial year over which the distribution
is made, increased by one and a half.
If and insofar as the profit is insufficient to cover the distribution
referred to hereinbefore in this paragraph in full, the deficit shall
be chargeable to the reserves, the share premium reserve (agio reserve)
created at the subscription
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for preferential finance shares excluded.
32.2. In case of withdrawal with repayment of preference shares, on the day
of repayment a distribution will be made on the withdrawn preference
shares, which distribution will be calculated to the extent possible in
accordance with the provisions of paragraph 1 and paragraph 3 and this
according to time to be calculated on the period as from the day on
which for the last time a distribution as meant in paragraph 1 and
paragraph 3 was made - or if the preference shares have been issued
after such a day: as from the day of issue - until the day of
repayment.
32.3. If in any financial year the profit or the distributable reserves (as
the case may be) are not sufficient to make the distributions meant
afore in this article, the provisions made afore in paragraph 1, first
two sentences, and the provisions of paragraph 4 up to and including
paragraph 7 will only apply in the next financial years after the
deficit has been cleared.
32.4. After application of the previous paragraphs, a dividend shall, if
possible, be distributed on each preferential finance share that is
equal to a percentage calculated over the par amount, increased by the
share premium amount paid upon subscription for the share, and which
percentage is related to the average effective yield on government
loans with a weighted average remaining term of no more than ten years,
subject to the then prevailing market conditions, as the Board of
Management, subject to approval of the Supervisory Board, resolves to
that effect, calculated and determined in the manner indicated below.
The calculation of the percentage of the dividend for the preferential
finance shares shall be done by taking the arithmetic average of the
average effective yield on the loans referred to hereinbefore, as made
by the Dutch Central Bureau of Statistics (Centraal Bureau voor de
Statistiek) and published in the Official List (Officiele Prijscourant)
of Euronext Amsterdam N.V. on the last ten days of trading, preceding
the day on which the preferential finance share was issued or on which
the dividend percentage is adjusted in accordance with the provisions
of paragraph 5 respectively, if necessary increased or decreased by no
more than three percentage points, subject to the then prevailing
market conditions, as the Board of Management, subject to approval of
the Supervisory Board, resolves to that effect.
If and insofar as the profit is insufficient to cover the distributions
mentioned in paragraph 4 hereinbefore in full, the deficit shall be
chargeable to the reserves,
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the share premium reserve (agio reserve) created at the subscription
for preferential finance shares excluded.
32.5. For the first time as per January first of the calendar year following
on the day after eight years have lapsed since the day on which the
financing preference share was issued and each time eight years
thereafter, the dividend percentage of all financing preference shares
will be adjusted to the average effective return of the government
loans then applicable, calculated and fixed in the manner as stated in
paragraph 4.
If and insofar as the profit is not sufficient to fully make the
distribution meant afore in paragraph 4, the deficit will be
distributed to the charge of the reserves with the exception of the
reserve that has been formed as share premium at subscribing for
financing preference shares.
32.6. If in any financial year the profit or the distributable reserves, as
the case may be, are not sufficient to make the distributions meant
afore in paragraphs 4 and 5, the provisions of paragraphs 4 and 5 and
the provisions of the following paragraphs will only apply in the next
financial years after the deficit has been caught up with and after the
provisions made afore in paragraphs 1 through 3 have been applied.
If the issue of a financing preference share is effected in the course
of a financial year, the dividend on that share will be decreased on
that financial year pro rata the first day of issue.
32.7. With the approval of the supervisory board the managing board will
determine which part of the profit remaining after adoption of the
provisions of the previous paragraphs will be reserved.
The profit after reserving will be at the disposal of the general
meeting.
32.8. If the general meeting decides to proceed to entire or partial
distribution as meant in the previous paragraph, this will be made to
the holders of ordinary shares in proportion to amount of ordinary
shares they own.
32.9. The company may only make distributions to the shareholders and other
persons entitled to profit eligible for distribution insofar as its
equity exceeds the amount of the paid-up and called amount of the share
capital increased with the reserves that must be kept by virtue of the
law. The provisions of section 105, paragraph 4, volume 2, Civil Code
shall be applicable to interim distributions.
32.10. Resolutions of the general meeting to cancel reserves entirely or
partially require
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the approval of the managing board and the supervisory board, without
prejudice to the provisions of this article with respect to
distribution for which the reserves will be charged.
ARTICLE 33.
33.1. Distributions will be due and payable as from a day to be determined by
the managing board, which may differ for distributions on ordinary
shares and for distributions on preference shares and/or financing
preference shares, but which day may not be later than the fourteenth
day after declaration of the dividend.
33.2. Distribution of a dividend or interim dividend in cash on shares for
which share certificates have been issued and which may be traded with
the co-operation of the company on a stock exchange in another country
than the Netherlands, will be paid in the currency of the country
concerned, insofar as the dividend meant is made payable in the country
concerned, unless the company is not able to do so because of
government measures or other circumstances beyond its control.
If pursuant to the provisions of the previous sentence the distribution
of a dividend or an interim dividend is paid in a foreign currency,
conversion of the distribution will take place at the exchange rate
applicable at the stock exchange in Amsterdam on a day to be determined
and to be announced by the managing board.
This day may not be set any earlier than the day on which it has been
decided to distribute and not later than the day on which the
distribution pursuant to the provisions of paragraph 1 of this article
has been made payable.
33.3. The claims of the shareholders to distribution of dividends will be
time-barred by five years.
33.4. With the approval of the supervisory board the managing board may
distribute an interim dividend, however only insofar there is profit in
the company.
33.5. With the approval of the supervisory board and of the general meeting
the managing board will be authorised to determine that a distribution
on ordinary shares will not be made in cash but in the form of ordinary
shares or to determine that holders of ordinary shares will be given
the choice to receive a distribution either in cash or in the form of
ordinary shares, all this insofar as the managing board has been
designated pursuant to the provisions of article 5 as the corporate
body authorised to resolve to issue such shares, or insofar as the
general meeting resolves thereto.
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With the approval of the supervisory board the managing board will
establish the terms and conditions under which such a choice may be
made.
33.6. In case of withdrawal with repayment of financing preference shares, a
distribution will be made on the day of repayment on the withdrawn
financing preference shares, which distribution will be calculated as
much as possible in accordance with those shares being entitled to
dividend in accordance with the provisions of paragraph 4 and paragraph
5 of article 32 and this on the period that starts (a) as per the
beginning of the running financial year, if on the day of repayment the
profit over the past financial year eligible for distribution has
already been determined, or (b) as per the beginning of the past
financial year if on the day of repayment the profit over the past
financial year eligible for distribution has not (yet) been determined,
or (c) starts on the day of placement if it concerns financing
preference shares, since the placement of which not (yet) any
determination of profit eligible for distribution has been made over
the financial year in which they have been placed and which period will
end on the day of repayment.
In case of withdrawal with repayment of financing preference shares, on
the day of repayment a distribution will be made of the share premium
paid at the issue on the share concerned in addition to the repayment
of the par value.
AMENDMENT OF THE ARTICLES, DISSOLUTION.
ARTICLE 34.
34.1. A resolution to amend the articles of the company or to dissolve the
company may only be passed by the general meeting on proposal of the
managing board and the supervisory board.
34.2. A copy of the proposal in which the intended amendment of the articles
is literally included will be deposited for inspection by every
shareholder and holder of depositary receipts at the places as referred
to in article 25, paragraph 3 by those who convene the general meeting
simultaneously with that convocation until the end of the general
meeting at which the resolution about the proposal will be passed.
The copies will be available without charge at afore-meant places to
shareholders and holders of depositary receipts.
LIQUIDATION.
ARTICLE 35.
35.1. In case the company is dissolved, the liquidation will be effected with
due
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observance of the statutory provisions.
During the liquidation the articles will remain in force to the extent
possible.
35.2. After payment of all debts and the costs of the liquidation the balance
of the capital of the company will be divided as follows:
a. first to the holders of preference shares will be paid to the
extent possible the amount nominally paid on their preference
shares, increased with an amount equal to the percentage
referred to in paragraph 1 of article 32 of the amount
mandatorily paid up on the preference shares calculated on
each year or part of a year in the period starting on the day
following the period on which the last dividend on the
preference shares has been paid and ending on the day of the
distribution on preference shares meant in this article;
b. then to the extent possible to the holders of financing
preference shares will be paid the amount nominally paid on
their financing preference shares, increased with the share
premium paid-up on their shares at the issue thereof,
increased with an amount equal to the percentage fixed in
accordance with paragraph 4 and paragraph 5 of article 32 on
the nominal amount after that amount has been increased with
the share premium paid on the share at the issue thereof;
c. the then remaining part will be distributed to the holders of
ordinary shares in proportion to the number of ordinary shares
that each of them owns.
35.3. For ten years after the liquidation the books and documents of the
company will remain in the custody of the person appointed thereto by
the liquidators.
TRANSITION PROVISIONS.
ARTICLE 36.
Payment of the deficit in the issued capital, arising from the conversion, upon
this amendment to the Articles of Association ([*]) of the par value of the
shares from Dutch guilders into euro's, amounting to one million seven hundred
thirty-two thousand eighty euro sixty eurocents (EUR 1,732,080.60) or the
equivalent thereof in Dutch Guilders, shall be chargeable to a distributable
reserve.
ARTICLE 37.
37.1. At this amendment of the articles (hence as from [*] nineteen hundred
and ninety-seven) the managing board has been designated for a period
of five years as being authorised to proceed, with the approval of the
supervisory board, to issue of and/or to grant rights to subscribe for
all ordinary shares, financing
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preference shares and preference shares in which the authorised capital
has been divided at the resolution concerned.
37.2. By this amendment of the articles (hence as from the date mentioned in
paragraph 1) the managing board will be designated for a period of five
years as being authorised, with the approval of the supervisory board,
to limit or debar the pre-emptive right on ordinary shares and
financing preference shares.