EXHIBIT 4.1
ARTICLES OF INCORPORATION OF:
AEGON N.V.
having its official seat in `s-Gravenhage.
Dated 26 May 2003.
This document contains a fair English translation of the complete text of the
articles of incorporation of AEGON N.V., as they read after execution of the
deed of amendment of the articles of incorporation on 26 May 2003 before Chr.M.
Stokkermans, civil law notary in Amsterdam, with respect to which amendment a
ministerial Statement of No Objections was granted on 24 May 2003, under number
NV 101780.
In preparing this document, an attempt has been made to translate as literally
as possible without jeopardising the overall continuity of the text. Inevitably,
however, differences may occur in translation, and if they do, the Dutch text
will by law govern.
In this document, Dutch legal concepts are expressed in English terms and not in
their original Dutch terms; the concepts concerned may not be identical to
concepts described by the English terms as such terms may be understood under
the laws of other jurisdictions.
ARTICLES OF INCORPORATION
CHAPTER I.
Article 1. Definitions.
1.1 In these Articles of Incorporation, the following terms shall have the
following meanings:
"Share" means a share in the capital of the Company. Unless the contrary is
apparent, this shall include each Common Share and each Preferred Share.
"Shareholder" means a holder of one or more Shares.
"General Meeting" or "General Meeting of Shareholders" means the body of
the Company consisting of the Shareholders or (as the case may be) a
meeting of Shareholders (or their representatives) and other persons
entitled to attend such meetings.
"Subsidiary" means a subsidiary of the Company as referred to in Section
2:24a of the Dutch Civil Code.
"Common Share" means a common share in the capital of the Company.
"Preferred Share" means a preferred share in the capital of the Company.
Unless the contrary is apparent, this shall include each class A
Preferred Share and each class B Preferred Share.
"Executive Board" means the management board of the Company.
"Supervisory Board" means the supervisory board of the Company.
"in writing" means by letter, telecopier, e-mail or by message which is
transmitted via any other current means of communication, and which can
be received in the written form.
"Company" means the company the internal organization of which is governed
by these Articles of Incorporation.
1.2 References in these Articles of Incorporation to the meeting of holders of
Shares of a particular class shall be understood to mean the body of the
Company consisting of the holders of Shares of the relevant class or (as
the case may be) a meeting of holders of Shares of the relevant class (or
their representatives) and other persons entitled to attend such meetings.
1.3 References to "Articles" refer to articles which are part of these Articles
of Incorporation, except where expressly indicated otherwise.
CHAPTER II. NAME, OFFICIAL SEAT AND OBJECTS.
Article 2. Name and Official Seat.
2.1 The Company's name is:
AEGON N.V.
2.2 The official seat of the Company is in The Hague.
Article 3. Objects.
3.1 The objects of the Company are to incorporate, acquire and alienate shares
and interests in, to finance and grant security for commitments of, to
enter into general business relationships with, and to manage and grant
services to, legal entities and other entities, in particular those
involved in the insurance business, and to do all that is connected
therewith or which may be conducive thereto, all to be interpreted in the
broadest sense.
3.2 In achieving the aforesaid objects due regard shall be taken, within the
scope of sound business operations, to provide fair safeguards for the
interests of all the parties directly or indirectly involved in the
Company.
CHAPTER III. AUTHORIZED CAPITAL, SHARES, SHARE CERTIFICATES AND REGISTER OF
SHAREHOLDERS.
Article 4. Authorized Capital and Shares.
4.1 The authorized capital of the Company amounts to six hundred and ten
million euro (EUR 610,000,000).
4.2 The authorized capital is divided into four billion (4,000,000,000) Shares,
divided into classes as follows:
- three billion (3,000,000,000) Common Shares, having a nominal value of
twelve eurocents (EUR 0.12) each; and
- one billion (1,000,000,000) Preferred Shares, having a nominal value
of twenty-five eurocents (EUR 0.25) each, of which five hundred
million (500,000,000) are class A Preferred Shares and five hundred
million (500,000,000) are class B Preferred Shares.
4.3 Common Shares shall, at the election of the Shareholder, be in either
registered form or bearer form. Subject to the approval of the Supervisory
Board, the Executive Board may decide that, in the event of a request for
or conversion of bearer Shares into registered Common Shares for which no
Share certificates are in circulation, a minimum limit may be placed on the
number of Common Shares in order to become eligible for registration.
4.4 Preferred Shares shall be registered Shares only.
Article 5. Share Certificates.
5.1 For Shares to bearer the Company shall issue Share certificates of such
numbers of Shares as the Executive Board shall determine.
5.2 The Executive Board may, at the Shareholder's option, provide that, instead
of certificates of Common Shares to bearer provided with a dividend sheet
consisting of separate dividend coupons (K-certificates), certificates of
Common Shares to bearer provided with a dividend sheet not consisting of
separate dividend coupons (CF-certificates) shall be issued. Such dividend
sheets of
CF-certificates shall, on behalf of the holders of Common Shares to bearer
to which they relate, be handed over to, and remain permanently in the
custody of, a custodian, to be appointed in accordance with the provisions
of Article 5.3.
5.3 The Executive Board shall appoint as custodians of the dividend sheets of
CF-certificates individuals or legal entities whose business is the custody
of dividend sheets, and who already have dividend sheets in their custody
administered by an institution designated for this purpose by the Executive
Board and independent of the Company. If there are CF-certificates they may
always be exchanged for K-certificates and vice versa. The Company shall
charge no costs to a Shareholder who has requested such exchange.
5.4 The Company has the right to set further rules with respect to the issuance
of K-certificates and CF-certificates.
5.5 The Executive Board may resolve that Share certificates shall be made
available for registered Common Shares and/or Preferred Shares.
5.6 The Share certificates of registered Shares shall not be provided with
dividend sheets. They shall be made available for such numbers of
registered Shares as the Executive Board shall determine.
5.7 The Executive Board shall determine the form and contents of the Share
certificates with due observance of the provisions of these Articles of
Incorporation.
5.8 Each Share certificate shall bear information identifying it as a Share
certificate of a Common Share or of a Preferred Share, and allowing it to
be distinguished from other Share certificates. Share certificates shall be
signed by an Executive Board member and a Supervisory Board member, whose
signatures may be in facsimile.
5.9 The Executive Board can provide that certificates of registered Shares
shall also be signed by one or more persons designated for this purpose by
the Executive Board.
Article 6. Conversion of Shares; Exchange of Share Certificates.
6.1 At the request of the Shareholder:
(a) Shares to bearer will be exchanged for registered Shares and vice
versa;
(b) bearer Share certificates will be exchanged for bearer Share
certificates of different values whose total will together be the same
as the bearer Shares of the same kind;
(c) certificates for registered Shares will be exchanged for certificates
for registered Shares of different values whose total will together be
the same as the registered Shares of the same kind; and
(d) certificates of registered Shares will be issued or taken back by the
Company, the original entry in the register being maintained,
all of this being subject to the provisions in these Articles of
Incorporation.
6.2 The Executive Board may provide that the request must be made by the
completing and signing of a form to be made available by the Company.
6.3 For the transactions mentioned in Article 6.1 under (a) and (d), the
Company shall only charge costs which must be paid by the Shareholder who
requested the transaction, before the request will be complied with; other
transactions mentioned in Article 6.1 shall be performed free of charge.
6.4 The transactions mentioned in Article 6.1 shall not be performed until the
Share certificates to be surrendered or exchanged, as the case may be, have
been returned, with any appurtenant documents relating to such Share
certificates.
Article 7. Duplicates of Share Certificates and Dividend Sheets.
7.1 If one or more Share certificates, talons or dividend sheets are lost or
have been damaged, stolen or destroyed, the Executive Board may, in
accordance with conditions to be stipulated by it, issue duplicates of
Share certificates, talons or dividend sheets.
7.2 The issue of such duplicates shall render the corresponding original
documents null and void in respect of the Company.
Article 8. Register of Shareholders.
8.1 A register of registered Shares shall be kept by or on behalf of the
Company. The register may consist of various parts which may be kept in
different places and each may be kept in more than one copy and in more
than one place as determined by the Executive Board. The register shall be
kept up to date. In the register shall be entered the names and the
addresses referred to in Article 8.2 of all the holders of registered
Shares, the amount paid on each Share and such other particulars as the
Executive Board may determine. The entries in the register, as well as the
amendments thereof, shall be certified in a manner to be prescribed by the
Executive Board. Article 2:85 of the Dutch Civil Code shall apply to the
register of Shareholders.
8.2 Every holder of a registered Share as well as each usufructuary and each
pledgee of such a Share is obliged to furnish its name and address to the
Company in writing.
8.3 The Executive Board shall set rules with respect to the signing of
registrations and entries in the register of Shareholders.
8.4 The Executive Board provides any holder of a registered Share as well as
any usufructuary and pledgee of such a Share, at its own request and free
of charge, with an extract from the register of Shareholders showing its
right to such registered Share.
CHAPTER IV. ISSUANCE OF SHARES.
Article 9. Resolution to Issue; Conditions of Issuance.
9.1 Shares may be issued pursuant to a resolution of the General Meeting. This
competence shall concern all non-issued Shares of the Company's authorized
capital, except insofar as the competence to issue Shares accrues to the
Executive Board in accordance with Article 9.2 hereof.
9.2 Shares may be issued pursuant to a resolution of the Executive Board, if
and insofar as that board is designated competent to do so by the General
Meeting. Such designation can be made each time for a maximum period of
five years and can be extended each time for a maximum period of five
years. A resolution to make such designation must stipulate the aggregate
nominal value up to which Shares may be issued pursuant to a resolution of
the Executive Board. A resolution to make such designation must also
stipulate how many shares of each class may be issued. A resolution of the
General Meeting to designate the Executive Board as a body of the Company
competent to issue Shares can only be withdrawn at the proposal of the
Executive Board which is approved by the Supervisory Board, unless provided
otherwise in the resolution to make the designation.
9.3 A resolution of the General Meeting to issue Shares or to designate the
Executive Board as a body of the Company competent to do so can only take
place at the proposal of the Executive Board which is approved by the
Supervisory Board.
9.4 A resolution of the Executive Board to issue Shares requires the approval
of the Supervisory Board.
9.5 If the Executive Board has been designated according to Article 9.2 by the
General Meeting of Shareholders as body of the Company competent to issue
Preferred Shares, a General Meeting of Shareholders shall be held within
thirty days after such Shares have been issued, in which General Meeting of
Shareholders a statement concerning the reason(s) for such issue will be
made by the Executive Board, unless such statement had already been made
before at a meeting of Shareholders.
9.6 The foregoing provisions of this Article 9 shall apply by analogy to the
granting of rights to subscribe for Shares, but shall not apply to the
issuance of Shares to a person exercising a right to subscribe for Shares
previously granted.
9.7 The body of the Company resolving to issue Shares shall stipulate the issue
price and the other conditions of issuance in the resolution to issue.
9.8 The Executive Board is authorized, with the approval of the Supervisory
Board, within the scope of a merger of a Subsidiary, to issue Common Shares
at the expense of a reserve insofar as the Executive Board has been
designated by the General Meeting of Shareholders in accordance with
Articles 9.2 and 10.2.
9.9 Without prejudice to the previous provisions of this Article 9 and the
provisions of Article 2:96 subsection 2 of the Dutch Civil Code, the
issuance of Preferred Shares of a class shall be subject to the prior
approval of the meeting of holders of Preferred Shares of that class.
9.10 Article 9.9 shall not apply in the event that Preferred Shares of a class
are issued to a person holding all the outstanding Preferred Shares of the
class concerned.
Article 10. Pre-emptive Rights.
10.1 Upon the issuance of Common Shares, each holder of Common Shares shall have
pre-emptive rights in proportion to the aggregate nominal value of his
Common Shares. A Shareholder shall not have a pre-emptive right in respect
of Shares issued against a non-cash contribution. He shall also not have a
pre-emptive right in respect of Shares issued to employees of the Company
or of an affiliate within the meaning of Section 2:24b of the Dutch Civil
Code.
10.2 Prior to each individual issuance, the pre-emptive rights may be restricted
or excluded by a resolution of the General Meeting. However, with respect
to an issue of Shares pursuant to a resolution of the Executive Board, the
pre-emptive rights can be restricted or excluded pursuant to a resolution
of the Executive Board if and insofar as that board is designated competent
to do so by the General Meeting. The provisions of Articles 9.1, 9.2 and
9.4 of these Articles of Incorporation shall apply by analogy.
10.3 A resolution of the General Meeting to restrict or exclude the pre-emptive
rights or to designate the Executive Board as a body of the Company
competent to do so can only be adopted at the proposal of the Executive
Board which is approved by the Supervisory Board.
10.4 If a proposal is made to the General Meeting to restrict or exclude the
pre-emptive rights, the reason for such proposal and the choice of the
intended issue price must be set forth in the proposal in writing.
10.5 A resolution of the General Meeting to restrict or exclude the pre-emptive
rights or to designate the Executive Board as a body of the Company
competent to do so shall require a majority of not less than two-thirds of
the votes cast, if less than one-half of the Company's issued capital is
represented at the meeting.
10.6 When rights are granted to subscribe for Shares, the Shareholders shall
have pre-emptive rights in respect thereof; the foregoing provisions of
this Article 10 shall apply by analogy. Shareholders shall have no
pre-emptive rights in respect of Shares issued to a person exercising a
right to subscribe for Shares previously granted.
Article 11. Payment on Shares.
11.1 Upon issuance of a Share, the full nominal value thereof must be paid-up,
as well as the difference between the two amounts if the Share is
subscribed for at a higher price, without prejudice to the provisions of
Section 2:80 subsection 2 of the Dutch Civil Code.
11.2 Payment for a Share must be made in cash insofar as no non-cash
contribution has been agreed on.
11.3 The Executive Board shall be allowed to enter into legal acts relating to
non-cash contributions and the other legal acts referred to in Section 2:94
of the Dutch Civil Code without the prior approval of the General Meeting,
but with the approval of the Supervisory Board.
11.4 Payments for Shares and non-cash contributions shall furthermore be subject
to the provisions of Sections 2:80, 2:80a, 2:80b and 2:94b of the Dutch
Civil Code.
CHAPTER V. OWN SHARES; REDUCTION OF THE ISSUED CAPITAL.
Article 12. Own Shares.
12.1 When issuing Shares, the Company may not subscribe for its own Shares.
12.2 The Company shall be entitled to acquire its own fully paid-up Shares, or
depositary receipts therefor, provided either that no valuable
consideration is given or that:
(a) the Company's equity, after the deduction of the acquisition price, is
not less than the sum of the paid-up and called-up part of the issued
capital and the reserves which must be maintained by virtue of the
law; and
(b) the nominal value of the Shares which the Company acquires, holds,
holds in pledge or which are held by a Subsidiary, does not exceed
one-tenth of the Company's issued capital.
For the purpose of applying provision (a), the amount of equity shown in
the last adopted balance sheet, reduced by the acquisition price of Shares
or depositary receipts therefor and further reduced by distributions of
profits or at the expense of reserves to others, which have become due from
the Company and its Subsidiaries after the balance sheet date, shall be
decisive. An acquisition in accordance with this Article 12.2 shall not be
permitted if more than six months have elapsed after the end of a financial
year without the annual accounts having been adopted.
12.3 Acquisition for valuable consideration shall be permitted only if the
General Meeting has authorized the Executive Board to do so. Such
authorization shall be valid for a period not exceeding eighteen months.
The General Meeting shall stipulate in the authorization the number of
Shares or depositary receipts therefor which may be acquired, the manner in
which they may be acquired and the limits within which the price must be
set. In addition, the approval of the Supervisory Board shall be required
for any such acquisition.
12.4 The Company may, without authorization by the General Meeting, acquire its
own Shares for the purpose of transferring such Shares to employees of the
Company or of an affiliate within the meaning of Section 2:24b of the Dutch
Civil Code under a scheme applicable to such employees, provided such
Shares are quoted on the price list of a stock exchange.
12.5 Articles 12.2 and 12.3 do not apply to Shares or depositary receipts
thereof which the Company acquires by universal succession in title.
12.6 No voting rights may be exercised in the General Meeting with respect to
any Share held by the Company or by a Subsidiary, or any Share for which
the Company or a Subsidiary holds the depositary receipts.
12.7 No payments shall be made on Shares which the Company holds in its own
Share capital.
12.8 The Executive Board shall be authorized to alienate Shares held by the
Company or depositary receipts therefor, but only with the approval of the
Supervisory Board.
12.9 Own Shares and depositary receipts therefor shall furthermore be subject to
the provisions of Sections 2:89a, 2:95, 2:98, 2:98a, 2:98b, 2:98c, 2:98d
and 2:118 of the Dutch Civil Code.
Article 13. Reduction of the Issued Capital.
13.1 The General Meeting may, but only at the proposal of the Executive Board
which is approved by the Supervisory Board, resolve to reduce the Company's
issued capital:
(a) by cancellation of Shares; or
(b) by reducing the nominal value of Shares by amendment of the Articles
of Incorporation.
The Shares in respect of which such resolution is passed must be designated
therein and provisions for the implementation of such resolution must be
made therein.
13.2 A resolution to cancel Shares may relate to Shares held by the Company
itself or for which it holds the depositary receipts, or all class A
Preferred Shares and/or all class B Preferred Shares.
13.3 Reduction of the nominal value or cancellation of Preferred Shares of a
specific class can be effected only with the approval of the meeting of
holders of Preferred Shares of such class. Cancellation of Preferred Shares
shall be effected against repayment of the amounts paid on these Preferred
Shares.
13.4 A reduction of the issued capital of the Company shall furthermore be
subject to the provisions of Sections 2:99 and 2:100 of the Dutch Civil
Code.
CHAPTER VI. TRANSFER OF REGISTERED SHARES; USUFRUCT IN SHARES AND PLEDGING OF
SHARES; DEPOSITARY RECEIPTS FOR SHARES.
Article 14. Transfer of Registered Shares.
14.1 The transfer of a registered Share shall require an instrument intended for
such purpose and, save when the Company itself is a party to such legal
act, the written acknowledgement by the Company of the transfer. The
acknowledgement shall be made in the instrument or by a dated statement of
acknowledgement on the instrument or on a copy or extract thereof and
signed as a true copy by a civil law notary or the transferor. Official
service of such instrument or such copy or extract on the Company shall be
considered to have the same effect as an acknowledgement.
14.2 Except for the provisions of Article 14.3, any transfer of registered
Shares may only take place with the prior consent of the Supervisory Board.
This consent may be so conditioned as the Supervisory Board deems desirable
or necessary.
14.3 The consent referred to in Article 14.2 shall not be required in the case
of:
(a) a transfer of registered Shares for which no Share certificates are
outstanding; and
(b) a transfer of registered Shares for which Share certificates are
outstanding, provided the deed designated for a transfer as shown on
the back of the Share certificate(s) - or a separate deed
corresponding to the text thereof - has been filled in and has been
signed by or on behalf of the transferor.
14.4 Without prejudice to the provisions of Article 14.1, the transfer of
registered Shares for which Share certificates are outstanding can only
take place if the Share certificate(s) is/are surrendered to the Company at
the same time. As proof of the acknowledgement of the transfer, the
acknowledgement shall be noted on that/those document(s) or that/those
document(s) shall be replaced with one or more Share certificates in the
name of the acquirer, all by or on behalf of the Company.
14.5 The provisions of Article 14.1 also apply to the transfer of a registered
Share in the event of a sale by execution as well as to the allotment of a
registered Share due to partition of communal property.
Article 15. Usufruct in Shares and Pledging of Shares; Depositary Receipts for
Shares.
15.1 The provisions of Article 14.1 and Article 14.4, first sentence, of these
Articles of Incorporation shall apply by analogy to the creation or
transfer of a usufruct in and to the pledging of registered Shares. If a
Share certificate has been issued, the acknowledgement may only take place
by a statement to this effect on the document. Registered Shares may also
be pledged without acknowledgement by or service on the Company. In such
case, Section 3:239 of the Dutch Civil Code shall apply by analogy,
substituting acknowledgement by or service on the Company for the
notification referred to in subsection 3 of said statutory provision.
15.2 For Shares which have been pledged no voting rights shall accrue to the
pledgee.
15.3 The rights of holders of depositary receipts issued with the cooperation of
the Company and of usufructuaries and pledgees of Shares holding
corresponding rights shall be as stated in the statutory provisions
concerned.
CHAPTER VII. THE EXECUTIVE BOARD.
Article 16. Executive Board Members.
16.1 The number of Executive Board members shall be determined by the
Supervisory Board after consultation with the Executive Board.
16.2 The Supervisory Board appoints a chairman and may grant him the title of
president and, if deemed necessary, a vice-chairman and grant him the title
of vice-president, from among the Executive Board members.
16.3 The terms of employment of the Executive Board members shall be determined
by the Supervisory Board.
Article 17. Appointment, suspension and removal of Executive Board members.
17.1 Executive Board members shall be appointed by the General Meeting of
Shareholders.
17.2 The Supervisory Board shall nominate one or more candidates for each vacant
seat and, if no Executive Board members are in office, it will do so as
soon as reasonably possible.
17.3 A nomination or notification to appoint an Executive Board member shall
state the candidate's age and the positions he holds or has held, insofar
as these are relevant for the performance of the duties of an Executive
Board member. The nomination and notification must state the reasons on
which they are based.
17.4 If the nomination by the Supervisory Board with respect to a vacant seat
consists of a list of two or more candidates, such list shall be binding
and the vacant seat must be filled by election of a person from the binding
list of candidates. However, the General Meeting of Shareholders may, at
any
time, by a resolution passed with a majority of at least two-thirds of the
votes cast representing more than one-half of the Company's issued capital,
resolve that such list shall not be binding. A resolution of the General
Meeting of Shareholders to appoint an Executive Board member other than in
accordance with a binding or non-binding nomination by the Supervisory
Board shall require at least two-thirds of the votes cast representing more
than one-half of the Company's issued capital.
17.5 At a General Meeting of Shareholders, votes in respect of the appointment
of an Executive Board member, can only be cast for candidates named in the
agenda of the meeting or explanatory notes thereto. If none of the
candidates nominated by the Supervisory Board is appointed, the Supervisory
Board shall retain the right to make a new binding or non-binding
nomination at a next meeting.
17.6 Each Executive Board member may be suspended or removed by the General
Meeting of Shareholders at any time. A resolution of the General Meeting of
Shareholders to suspend or remove an Executive Board member, other than
pursuant to a proposal by the Supervisory Board, shall require at least
two-thirds of the votes cast representing more than one-half of the
Company's issued capital. An Executive Board member may also be suspended
by the Supervisory Board. A suspension by the Supervisory Board may, at any
time, be discontinued by the General Meeting of Shareholders.
17.7 Any suspension may be extended one or more times, but may not last longer
than three months in aggregate. If, at the end of that period, no decision
has been taken on termination of the suspension or on removal, the
suspension shall end.
Article 18. Duties, Decision-making Process and Allocation of Duties.
18.1 The Executive Board shall be entrusted with the management of the Company.
18.2 The Executive Board may establish rules regarding its decision-making
process and working methods. In this context, the Executive Board may also
determine the duties for which each Executive Board member shall be
particularly responsible. The Supervisory Board may decide that such rules
and allocation of duties be set forth in writing and that such rules and
allocation of duties shall be subject to its approval.
18.3 Executive Board resolutions at all times may be adopted in writing,
provided the proposal concerned is submitted to all Executive Board members
then in office and none of them objects to this manner of adopting
resolutions. Adoption of resolutions in writing shall be effected by
written statements from all Executive Board members then in office.
Article 19. Representation; Conflicts of Interest.
19.1 The Executive Board is authorized to represent the Company. Each Executive
Board member individually is also authorized to represent the Company.
19.2 In the event of a conflict of interest between the Company and an Executive
Board member, the Company shall be represented by an Executive Board member
or a Supervisory Board member appointed for that purpose by the Supervisory
Board. The General Meeting shall be authorized at all times to appoint one
or more other persons to represent the Company in the event of a conflict
of interest with an Executive Board member.
Article 20. Approval of Executive Board Resolutions.
20.1 The Executive Board shall need the approval of the Supervisory Board for
resolutions concerning:
(a) the issuance and acquisition of Shares of the Company and debentures
chargeable to the Company and of debentures chargeable to a limited
partnership or general partnership in which the Company is a fully
liable partner;
(b) cooperation in the issuance of depositary receipts;
(c) the application for quotation or cancellation of quotation of the
securities under (a) and (b) above on the official list of any stock
exchange;
(d) entering into or terminating a long term cooperation between the
Company or a Subsidiary and another legal entity or company or as a
fully liable partner in a limited partnership or general partnership,
if such cooperation or termination is of fundamental importance for
the Company;
(e) participation by the Company or a Subsidiary in the capital of another
company if the value of such participation is at least one quarter of
the amount of the issued capital plus reserves of the Company
according to its balance sheet and explanatory notes, as well as
significantly increasing or reducing such participation on the
Company's balance sheet thereto;
(f) investments in an amount equal to at least one quarter of the issued
capital plus reserves of the Company according to its balance sheet
and explanatory notes;
(g) a proposal for an amendment of these Articles of Incorporation;
(h) a proposal for the dissolution of the Company;
(i) a petition in bankruptcy and a petition for a moratorium on the
payment of indebtedness;
(j) the termination of service of a substantial number of employees of the
Company or of a Subsidiary at the same time or within a short period
of time;
(k) a significant change in the employment terms of a substantial number
of employees of the Company or of a Subsidiary; and
(l) a proposal for a legal merger of demerger.
20.2 The Supervisory Board is entitled to require further resolutions of the
Executive Board to be subject to its approval. Such further resolutions
shall be clearly specified and notified to the Executive Board in writing.
20.3 The absence of approval by the Supervisory Board of a resolution as
referred to in Article 20.1 (except for Article 20.1 under (l)), or Article
20.2 shall not affect the authority of the Executive Board or the Executive
Board members to represent the Company.
Article 21. Vacancy or Inability to Act.
21.1 If a seat on the Executive Board is vacant or an Executive Board member is
unable to perform his duties, the remaining Executive Board member or
members shall be temporarily entrusted with the management of the Company.
21.2 If all seats on the Executive Board are vacant or all Executive Board
members, are unable to perform their duties, the management of the Company
shall be temporarily entrusted to the Supervisory Board, which shall have
the authority to temporarily entrust the management of the Company to one
or more Supervisory Board members and/or one or more other persons.
CHAPTER VIII. THE SUPERVISORY BOARD.
Article 22. Supervisory Board Members; Eligibility.
22.1 The Company shall have a Supervisory Board.
22.2 The number of Supervisory Board members shall be determined by the
Supervisory Board and shall be at least seven. If the number of Supervisory
Board members is less than seven, the Supervisory Board shall take measures
forthwith to increase the number of members, with due observance of the
provisions of Article 23.
22.3 In the year in which a person reaches the age of seventy years or over,
he/she shall no longer be eligible for appointment as Supervisory Board
member, unless the Supervisory Board has decided otherwise with respect to
the person concerned.
22.4 The remuneration of each Supervisory Board member shall be fixed by the
General Meeting of Shareholders and shall not be dependent upon the profit
of the Company.
Article 23. Appointment, suspension and removal of Supervisory Board members.
23.1 Supervisory Board members shall be appointed by the General Meeting of
Shareholders.
23.2 The Supervisory Board shall nominate one or more candidates for each vacant
seat.
23.3 If the nomination by the Supervisory Board with respect to a vacant seat
consists of a list of two or more candidates, such list shall be binding
and the vacant seat must be filled by election of a person from the binding
list of candidates. However, the General Meeting of Shareholders may, at
any time, by a resolution passed with a majority of at least two-thirds of
the votes cast representing more than one-half of the Company's issued
capital, resolve that such list shall not be binding. A resolution of the
General Meeting of Shareholders to appoint a Supervisory Board member other
than in accordance with a binding or non-binding nomination by the
Supervisory Board shall require at least two-thirds of the votes cast
representing more than one-half of the Company's issued capital.
23.4 At a General Meeting of Shareholders, votes in respect of the appointment
of a Supervisory Board member can only be cast for candidates named in the
agenda of the meeting or the explanatory notes thereto. If none of the
candidates nominated by the Supervisory Board is appointed, the
Supervisory Board shall retain the right to make a new binding or non-binding
nomination at a next meeting.
23.5 A nomination or recommendation to appoint a Supervisory Board member shall
state the candidate's age, his profession, the number of shares he holds in
the capital of the Company and the positions he holds or has held, insofar
as these are relevant for the performance of the duties of a Supervisory
Board member. Furthermore, the names of the legal entities of which he is
also a member of their supervisory boards shall be indicated; if those
include legal entities which belong to the same group, a reference to that
group will be sufficient. The nomination or recommendation must state the
reasons on which it is based.
23.6 Each Supervisory Board member may be suspended or removed by the General
Meeting of Shareholders at any time. A resolution of the General Meeting of
Shareholders to suspend or remove a Supervisory Board member other than
pursuant to a proposal by the Supervisory Board shall require at least
two-thirds of the votes cast representing more than one-half of the
Company's issued capital.
23.7 Any suspension may be extended one or more times, but may not last longer
than three months in the aggregate. If, at the end of that period, no
decision has been taken on termination of the suspension or on removal, the
suspension shall end.
Article 24. Retirement of Supervisory Board members.
The Supervisory Board members shall retire periodically in accordance with a
rotation plan to be drawn up by the Supervisory Board. However, a Supervisory
Board member shall retire not later than the day on which the annual General
Meeting of Shareholders is held in the fourth calendar year after the calendar
year in which such member was last appointed. A Supervisory Board member who
retires in accordance with the previous provision is immediately eligible for
reappointment, except as provided under Article 22.3.
Article 25. Duties and powers.
25.1 It shall be the duty of the Supervisory Board to supervise the management
of the Executive Board and the general course of affairs of the Company and
the business connected with it. The Supervisory Board shall assist the
Executive Board by giving advice. In performing their duties, the
Supervisory Board members shall act in accordance with the interests of the
Company and its business.
25.2 The Supervisory Board may provide that one or more of its members, whether
or not accompanied by an expert as mentioned in Article 25.3, shall have
access to the Company's premises and be authorized to inspect its books,
correspondence and other documents, and take cognizance of the acts and
operations that have taken place.
The Supervisory Board may also decide that only certain of the rights set
forth in the preceding sentence may be exercised.
25.3 In the accomplishment of its duties, the Supervisory Board may call upon
the assistance or advice of one or more experts to be appointed by it for a
fee to be agreed upon with the Supervisory Board, which fee shall be
chargeable to the Company.
Article 26. Chairman and Vice-Chairman.
26.1 The Supervisory Board shall elect a chairman and a vice-chairman from among
its members.
26.2 If the chairman and the vice-chairman are absent or prevented from
attending a meeting, one of the other Supervisory Board members, to be
designated by the Supervisory Board, shall act as chairman.
Article 27. Meetings; Decision-making Process.
27.1 The Supervisory Board shall meet whenever the chairman or at least two
members shall deem it desirable. The chairman or his substitute shall
preside over the meeting and minutes shall be kept of the proceedings. The
Executive Board members shall attend the meetings unless the Supervisory
Board expresses its wish to meet separately.
27.2 At the meeting of the Supervisory Board, resolutions shall be adopted by an
absolute majority of the votes cast at the meeting.
27.3 At a meeting, the Supervisory Board may only pass valid resolutions if at
least half of the Supervisory Board members then in office are present or
represented.
27.4 In the event of a tie in voting the chairman shall have a deciding vote,
but only if more than two Supervisory Board members are present.
27.5 The Supervisory Board may adopt a resolution by written consent without a
meeting, provided that the proposed resolution has been submitted to all
the Supervisory Board members, none of them opposes this manner of adopting
a resolution and the majority of the members have voted in favour of the
proposed resolution.
27.6 At the first meeting of the Supervisory Board, held after the members
adopted a resolution without a meeting set forth in Article 27.5, the
chairman of that meeting shall communicate the result of the voting.
27.7 A resolution of the Supervisory Board shall be evidenced by a document
setting forth such resolution and signed by the chairman or, if he is
absent or prevented from attending the meeting or if there is no chairman,
by one of the other Supervisory Board members.
Article 28. Committees.
28.1 The Supervisory Board may, without prejudice to its responsibilities,
designate one or more committees from among its members, which shall have
the responsibilities specified by the Supervisory Board.
28.2 The composition of any such committee shall be determined by the
Supervisory Board.
28.3 The General Meeting of Shareholders may grant additional compensation to
the members of the committee(s) for their service on the committee(s).
CHAPTER IX. FINANCIAL YEAR AND ANNUAL ACCOUNTS; CERTIFIED PUBLIC ACCOUNTANT;
PROFITS AND DISTRIBUTIONS.
Article 29. Financial Year and Annual Accounts.
29.1 The Company's financial year shall be the calendar year.
29.2 Annually, not later than five months after the end of the financial year,
unless by reason of special circumstances this period is extended by the
General Meeting by not more than six months, the Executive Board shall
prepare annual accounts, and shall deposit the same for inspection by the
Shareholders at the Company's office. Within the same period, the Executive
Board shall also deposit the annual report for inspection by the
Shareholders.
29.3 The annual accounts shall consist of a balance sheet, a profit and loss
account and explanatory notes.
29.4 The annual accounts shall be signed by the Executive Board members and the
Supervisory Board members. If the signature of one or more of them is
missing, this shall be stated and reasons for this omission shall be given.
29.5 Annually, the Supervisory Board shall prepare a report, which shall be
enclosed with the annual accounts and the annual report.
29.6 The Company shall ensure that the annual accounts, the annual report, the
report of the Supervisory Board and the information to be added by virtue
of the law are kept at its office as of the day on which notice of the
annual General Meeting of Shareholders is given. Shareholders may inspect
the documents at that place and obtain a copy free of charge.
29.7 The annual accounts, the annual report and the information to be added by
virtue of the law shall furthermore be subject to the provisions of Book 2,
Title 9, of the Dutch Civil Code.
Article 30. Certified public accountant.
30.1 The General Meeting of Shareholders shall commission a certified public
accountant or an organization in which certified public accountants
cooperate, as referred to in Section 2:393 subsection 1 of the Dutch Civil
Code (both hereafter referred to as the accountant) to examine the annual
accounts drawn up by the Executive Board in accordance with the provisions
of Section 2:393 subsection 3 of the Dutch Civil Code.
30.2 The accountant shall be entitled to inspect all of the Company's books and
documents and shall be prohibited from divulging anything shown or
communicated to him regarding the Company's affairs except insofar as
required to fulfill his mandate. His fee shall be chargeable to the
Company.
30.3 The accountant shall deliver the report on his examination to the
Supervisory Board and to the Executive Board. He shall mention at a minimum
his findings concerning the reliability and continuity of the automated
data processing system.
The accountant shall report on the results of his examination, in an
auditor's statement, regarding the accuracy of the annual accounts.
30.4 The annual accounts cannot be adopted if the General Meeting of
Shareholders has not been able to review the auditor's statement from the
accountant, which statement should have been added to the annual accounts,
unless the particulars to be added state a legal reason why the statement
has not been provided.
Article 31. Adoption of the Annual Accounts and Release from Liability.
31.1 The General Meeting shall adopt the annual accounts.
31.2 At the General Meeting of Shareholders at which it is resolved to adopt the
annual accounts, it shall be separately proposed that the Executive Board
members and the Supervisory Board members be released from liability for
their respective duties, insofar as the exercise of such duties is
reflected in the annual accounts or otherwise disclosed to the General
Meeting prior to the adoption of the annual accounts.
Article 32. Profits and Distributions.
32.1 If the adopted profit and loss account shows a profit, the Supervisory
Board may decide, upon the proposal of the Executive Board, to set aside
part of the profit to augment and/or form reserves.
32.2 Distributions may be made only insofar as the Company's equity exceeds the
amount of the paid in and called up part of the issued capital, increased
by the reserves which must be kept by virtue of the law or these Articles
of Incorporation.
32.3 From the net profit, as reflected in the profit and loss account, if it is
sufficient to this end after a part of the profit has been set aside for
augmenting or forming reserves in accordance with Article 32.1, first of
all the holders of Preferred Shares shall receive, on the amount paid on
their Preferred Shares, a dividend the percentage of which, on an annual
basis, shall be equal to the European Central Bank's fixed interest
percentage for basic refinancing transactions, to be increased by one point
seven five (1.75) percentage points, all applicable to the first day of
trading on Euronext Amsterdam in the financial year to which the dividend
relates.
Apart from this, no other dividend is to be paid on the Preferred Shares.
32.4 The remaining profit shall be put at the disposal of the General Meeting of
Shareholders.
32.5 Provided it appears from an interim statement of assets signed by the
Executive Board that the requirement mentioned in Article 32.2 concerning
the position of the Company's assets has been fulfilled, the Executive
Board may, subject to the approval of the Supervisory Board, make one or
more interim distributions to the holders of Common Shares and/or to the
holders of Preferred Shares, with regard to Preferred Shares, however,
subject to the maximum dividend amount set forth in Article 32.3.
32.6 The Executive Board may, subject to the approval of the Supervisory Board,
decide that a distribution on Common Shares shall not take place as a cash
payment but as a payment in Common Shares, or to decide that holders of
Common Shares shall have the option to receive a distribution as a cash
payment and/or as a payment in Common Shares, in all cases out of the
profit and/or at the expense of reserves, provided that the Executive Board
is designated by the General
Meeting pursuant to Articles 9.2 and 9.3. Subject to the approval of the
Supervisory Board, the Executive Board shall also determine the conditions
applicable the aforementioned choices.
Article 33. Dividend payments; Entitlement.
33.1 A distribution shall be declared and paid as of a day designated to this
end by the Executive Board. Different days may be designated for this
purpose for Shares to bearer for which K-certificates have been issued, for
Shares to bearer for which CF-certificates have been issued, for registered
Shares for which certificates of Share have been issued and for registered
Shares for which no Share certificates have been issued. In addition,
different payment days may be set for Common Shares and Preferred Shares.
Each day which has been so designated shall be announced in accordance with
regulations applicable to the Company.
33.2 For a distribution on a Share for which a CF-certificate has been issued,
such party shall be entitled as a holder of the Share on a record date set
by the Executive Board. In order to exercise the right to a distribution
referred to in the preceding sentence, the rightful claimant must ensure
that the dividend sheet is, at the appointed time, in the custody of the
custodian referred to in Article 5.3. For any distribution under this
Article 33.2, the Company shall be discharged of all obligations towards
the rightful claimants upon payment to the institution mentioned in Article
5.3 or to one or more third parties designated by such institution and the
Company, in favour of those in whose names the dividend sheets are in the
custodians' custody at the appointed time.
33.3 A party in whose name the Share is registered in the register of
Shareholders, on the record date set by the Executive Board, shall be
entitled to a distribution on a registered Share for which no Share
certificate has been issued, or on a registered Share for which a Share
certificate has been issued.
33.4 The Executive Board may decide, subject to the approval of the Supervisory
Board, that the payment of a distribution in cash on registered Common
Shares for which Share certificates have been issued and which are traded
on an exchange or similar institution in a country other than the
Netherlands with the cooperation of the Company, shall take place in the
currency of that country unless the Company cannot do so owing to
government measures or other circumstances beyond its control. If, in
accordance with the provisions of the preceding sentence, a distribution is
paid in a foreign currency, it shall to this end be converted at the
exchange rate current on the exchange in Amsterdam on a day, designated and
announced by the Executive Board, which day shall not fall before the day
on which the distribution is approved, nor after the payment day set for
the Shares in question in accordance with the provisions of Article 33.1.
33.5 Dividends and other distributions which have not been claimed within five
years of the first day upon which they were made payable shall revert to
the Company.
CHAPTER X. THE GENERAL MEETING.
Article 34. Annual General Meeting of Shareholders.
34.1 Each year, though not later than in the month of June, a General Meeting of
Shareholders shall be held.
34.2 The agenda of such meeting shall contain, inter alia, the following
subjects for discussion:
(a) discussion of the annual report;
(b) discussion and adoption of the annual accounts;
(c) release from liability of the Executive Board members and of the
Supervisory Board members;
(d) appointment of an accountant;
(e) other subjects presented for discussion by the Supervisory Board or
the Executive Board and announced with due observance of the
provisions of these Articles of Incorporation, as for instance with
respect to the designation of a body of the Company competent to issue
Shares and with respect to the authority of the Executive Board to
cause the Company to acquire own Shares or depositary receipts
therefor.
Article 35. Extraordinary General Meeting of Shareholders.
Other General Meetings of Shareholders shall be held whenever the Supervisory
Board or the Executive Board deems such to be necessary, without prejudice to
the provisions of Sections 2:108a, 2:110, 2:111 and 2:112 of the Dutch Civil
Code.
Article 36. Notice and agenda of meetings.
36.1 Notice of General Meetings of Shareholders shall be given by the
Supervisory Board or the Executive Board.
36.2 Notice of the meeting shall be given no later than the fifteenth day prior
to the date of the meeting.
36.3 The announcement shall mention the subjects to be dealt with or shall
mention that the Shareholders may look at them at the offices of the
Company. It will furthermore mention that the documents pertaining to the
agenda are available to the Shareholders free of charge at the offices of
the Company in The Hague and at an admitted institution as defined in the
Listing Rules of Euronext Amsterdam.
36.4 Requests to add subjects to the agenda of the General Meeting of
Shareholders, made by Shareholders who, solely or jointly, represent at
least one-tenth percent (0.1%) of the issued Common Shares, will be
honoured if these are presented in writing at the Company's registered
office, at least two and at a maximum of three months prior to the day on
which the meeting will be held, unless in the opinion of the Supervisory
Board and the Executive Board there are important Company interests which
would oppose the adding of such subjects to the agenda.
36.5 The notice shall state the requirements for admittance to the meeting as
described in Articles 40.2, 40.3 and 40.4.
36.6 The notice shall be given in the manner stated in Article 43.
Article 37. Venue of Meetings.
General Meetings of Shareholders shall be held in The Hague, Leidschendam,
Rijswijk (ZH) or Voorburg, at the discretion of the body of the Company calling
the meeting.
Article 38. Chairman of the Meeting.
38.1 The General Meetings of Shareholders shall be presided over by the chairman
of the Supervisory Board or his replacement. However, the Supervisory Board
may also appoint another chairman to preside over the meeting.
38.2 If the chairmanship of the meeting is not provided for in accordance with
Article 38.1, the meeting shall itself elect a chairman, provided that so
long as such election has not taken place, the chairmanship shall be held
by an Executive Board member designated for that purpose by the Executive
Board members present at the meeting.
Article 39. Minutes.
39.1 Minutes shall be kept of the proceedings at the General Meeting of
Shareholders by a secretary to be appointed by the chairman, which minutes
shall be adopted by the chairman and the secretary and shall be signed by
them as evidence thereof.
39.2 However, the chairman may determine that notarial minutes shall be prepared
of the proceedings of the meeting. In that case the co-signature of the
chairman shall be sufficient.
Article 40. Rights at Meetings and Admittance.
40.1 Each Shareholder is entitled to attend the General Meeting of Shareholders
and to speak and vote in the meeting, either in person or by a proxy
granted in writing.
40.2 When convening a General Meeting of Shareholders, the Executive Board is
authorized to determine that those entitled to attend and vote at said
General Meeting, in accordance with the provisions of Section 2:117
subsections 1 and 2 of the Dutch Civil Code, shall be determined on the
basis of the names of the persons who, on a specified date which may not be
earlier than provided for by statutory provisions, are listed as being the
holders of Shares in a register to be designated by the Executive Board,
irrespective of whether or not they are the rightful owners of such Shares
on the date of the General Meeting.
40.3 Holders of bearer Shares or their proxies shall only be admitted to the
meeting on production of evidence that such Shares are held by them, which
evidence is obtained in the manner stated in the notice of the meeting and
on the date determined in accordance with the provisions of Article 40.2,
or, if no such date has been determined, on the date of the General
Meeting. The proxy shall also be required to produce written evidence of
his mandate.
40.4 Holders of registered Shares or their proxies, as the case may be, shall
only be admitted to the meeting if they have notified the Company of their
intention to attend the meeting, in writing, at the address and, by the
date specified in the notice of meeting.
Insofar as certificates have been issued for their Shares, holders must
state the distinctive number(s) of their Share certificate(s). In respect
of their registered Shares, they will only be admitted to the
meeting if the Shares in question are registered in their name on the date
determined in accordance with Article 40.3.
40.5 The Supervisory Board members and Executive Board members shall have the
right to attend the General Meeting of Shareholders in person and to
address the meeting. They shall have the right to give advice in the
meeting.
40.6 The chairman of the meeting shall decide upon the admittance to the meeting
of persons other than those mentioned in Articles 40.1 and 40.5.
40.7 Each person entitled to vote or his proxy must sign the attendance list.
The chairman of the meeting may decide that the attendance list must also
be signed by other persons present at the meeting.
Article 41. Adoption of Resolutions and voting power.
41.1 Each Share confers the right to cast one vote.
However, a holder of Preferred Shares shall be entitled, instead of casting
one vote per Preferred Share, to cast such number of votes as shall equal
the number of Preferred Shares it holds multiplied by twenty-five-twelfths
(25/12), provided that any resulting fraction of a vote shall be
disregarded. Each holder of Preferred Shares shall file a written statement
setting forth its policy for exercising the full voting rights attached to
the Preferred Shares, and any subsequent change to such policy, at the
offices of the Company and shall give notice of such filing in the manner
set forth in Article 43. If, with respect to a particular vote at a General
Meeting of Shareholders, a holder of Preferred Shares intends to exercise
the full voting rights attached to its Preferred Shares, it will inform the
meeting of such intention prior to the vote being taken.
41.2 At the General Meeting of Shareholders, all resolutions shall be adopted by
an absolute majority of the valid votes cast, except in those cases in
which the law or these Articles of Incorporation require a greater
majority.
41.3 Blank votes shall be regarded as not having been cast.
41.4 For resolutions not concerning persons, the vote shall be viva voce. For
resolutions concerning persons, the vote shall be by means of folded ballot
papers, unless none of the persons present demands a vote by head count.
41.5 If in the election of persons no absolute majority of the valid votes cast
at the meeting is obtained, a new vote shall be taken after an intermediate
vote, if necessary, on the two persons who received the greatest and the
next greatest number of votes in the first such meeting. The person who
receives the greatest number of votes at the new vote shall be elected. If
there is an equality of votes in this case, lots shall be drawn.
41.6 In the case of a voting tie regarding resolutions not concerning persons
the proposal shall be rejected.
41.7 When determining how many votes are cast by Shareholders, how many
Shareholders are present or represented, or what portion of the Company's
issued capital is represented, no account shall be taken of Shares for
which no votes can be cast by law. Furthermore, in so far as permitted by
law,
Preferred Shares are only taken into account so far as the voting rights
attached thereto are actually exercisable, excluding for this purpose votes
not permitted to be cast pursuant to an agreement with the Company.
Article 42. Meetings of Holders of Shares of a particular Class.
42.1 Meetings of holders of Shares of a particular class shall be held whenever
the Executive Board or the Supervisory Board calls such meetings. The
provisions of Articles 36 through 41 shall apply by analogy.
42.2 A meeting of holders of Preferred Shares of a class at which all
outstanding Preferred Shares of such class are represented may, only
pursuant to a proposal by the Executive Board and subject to the approval
of the Supervisory Board, also if the provisions of Article 42.1 have not
been observed, pass valid resolutions, provided they are passed
unanimously.
Article 43. Notices and Announcements.
All notices of General Meetings of Shareholders shall be made by advertisement
in one or more nationally distributed daily newspapers and in the Official Price
List of Euronext Amsterdam or any publication that has taken its place.
CHAPTER XI. AMENDMENT OF THE ARTICLES OF INCORPORATION AND DISSOLUTION.
Article 44. Resolution to Amend of Articles of Incorporation and Dissolution.
44.1 The General Meeting of Shareholders may pass a resolution, proposed by the
Executive Board, and approved by the Supervisory Board, to amend the
Articles of Incorporation or to dissolve the Company, with an absolute
majority of the votes cast.
Any such proposal must be stated in the notice of the General Meeting of
Shareholders.
44.2 In the event of a proposal to the General Meeting of Shareholders to amend
the Articles of Incorporation, a copy of such proposal containing the
verbatim text of the proposed amendment shall be deposited at the Company's
office in The Hague and at the office of an "admitted institution" within
the meaning of the Listing Rules of Euronext Amsterdam, for inspection by
any Shareholder, until the end of the meeting. Furthermore, a copy of the
proposal shall be made available free of charge to any Shareholder from the
day it was deposited until the day of the meeting.
44.3 A resolution of the General Meeting of Shareholders to amend these Articles
of Incorporation which has the effect of reducing the rights attributable
to holders of Shares of a particular class, shall be subject to approval of
the meeting of holders of Shares of that class.
Article 45. Liquidation.
45.1 In the event of the dissolution of the Company by resolution of the General
Meeting of Shareholders, the Executive Board members shall be charged with
effecting the liquidation of the business of the Company, and the
Supervisory Board members with the supervision thereof.
45.2 The provisions of these Articles of Incorporation shall remain in force to
the extent possible during liquidation.
45.3 In the resolution for dissolution, the General Meeting of Shareholders
shall fix the remuneration of the liquidators and the Supervisory Board
members.
45.4 If upon liquidation, after settlement of all debts, including the costs of
liquidation, a credit balance remains, it shall be distributed as follows:
First, on the class A Preferred Shares and the class B Preferred Shares,
the average amount paid in on the Preferred Shares of the class concerned
(nominal and, where applicable, as share premium), shall be distributed,
insofar as possible. The amount remaining after such payment shall be
distributed to the holders of Common Shares.
The liquidators are authorized to make a distribution in advance, if the
state of the assets gives reason to do so.
45.5 The liquidation shall otherwise be subject to the provisions of Title 1,
Book 2 of the Dutch Civil Code.