UNOFFICIAL TRANSLATION DEED OF AMENDMENT OF THE ARTICLES OF ASSOCIATION VIEO B.V.

Transcription

1 274937/RB/N. Version date: UNOFFICIAL TRANSLATION DEED OF AMENDMENT OF THE ARTICLES OF ASSOCIATION VIEO B.V. On the twenty-sixth day of September two thousand and seventeen appeared before me, Remco Bosveld, civil-law notary (notaris), in Amsterdam: Natalja van Hofwegen LL.M., born in Amsterdam, the Netherlands on the twentyninth day of July nineteen hundred and ninety-three, employed by AKD N.V. a limited liability company (naamloze vennootschap), established under Dutch law, having its registered office in Rotterdam, at its office at Gustav Mahlerlaan 2970, 1081 LA Amsterdam. The person appearing declared the following: Whereas On the twenty-third day of September two thousand and seventeen the general meeting VIEO B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated and organized under the laws of the Netherlands, having its registered office in Amsterdam, the Netherlands, with address at Herengracht 124, 1015 BT Amsterdam, the Netherlands, registered with the trade register under number , has unanimously resolved to amend the articles of association of said company entirely. The general meeting further resolved to authorize the person appearing to execute the deed of amendment of the articles of association. Amendment of the articles of association In pursuance of the aforementioned resolution and authorization the person appearing, acting as mentioned, declared to amend the articles of association entirely in such a way that they will read as follows: ARTICLES OF ASSOCIATION: CHAPTER 1. DEFINITIONS Article 1.1. Definitions The following terms will have the meaning indicated: a. shareholder: holder of one or more shares; b. shares: registered shares; c. general meeting: the general meeting, being the company body consisting of the persons entitled to attend meetings and, if this is demonstrated by the context, the meeting of the persons entitled to attend meetings; d. managing board: the body in charge of the management of the company; e. managing director: a member of the managing board; f. management report: the management report as referred to in Section 2:391 DCC; Page 1 of 18

2 g. DCC: the Dutch Civil Code (Burgerlijk Wetboek); h. depositary receipt holder: holders of depositary receipts for shares. Unless stated otherwise, this includes those who have rights to attend meetings as a result of a right of usufruct or pledge established on a share; i. depositary receipts: registered depositary receipts for shares in the company to which rights to attend meetings are attached, unless the context demonstrates otherwise; j. subsidiary: a subsidiary as referred to in Section 2:24a DCC; k. annual accounts: the annual accounts as referred to in Section 2:361 DCC; l. management report and annual accounts: the annual accounts and, if applicable, the management report as referred to in Section 2:391 DCC as well as the other information as referred to in Section 2:392 DCC and the auditor report regarding the accuracy of the annual accounts; m. register: the company register as referred to in Section 2:194 DCC in which the shareholders and other parties entitled to the shares are recorded; n. written/in writing: by means of a (registered) letter, fax, bailiff s notification, by a message that can be read and reproduced by electronic means or other electronic data carrier in conformance with the requirements stipulated by the company, provided that in the event of electronic data carriers, the recipient has agreed to electronic communication; o. conflict of interest: a direct or indirect personal interest that contravenes the interest of the company and its business. In any event this is involved if the company intends to enter into a transaction with a managing director or a blood relative or relative by marriage of a managing director up to the second degree or a legal entity or partnership (personenvennootschap) in which one of the persons mentioned above directly or indirectly holds a substantial financial interest; p. distribution: every payment to shareholders from the profits or reserves or on account of repayment of share capital or repurchase of shares; q. company: the private company with limited liability to which these articles of association apply; r. persons entitled to attend meetings: the shareholders, the depositary receipt holders as well as the holders of a right of usufruct or pledge to a share who have the right to attend meetings; s. right to attend meetings: the right to attend the general meeting in person or by written proxy and to speak at the meeting, as well as the other rights that the law attaches to the right to attend meetings. CHAPTER 2. NAME. CORPORATE SEAT. OBJECTS Article 2.1. Name and corporate seat Page 2 of 18

3 2.1.1 The name of the company is VIEO B.V The company has its corporate seat in Amsterdam. Article 2.2. Objects The objects of the company are: a. to incorporate, participate in, conduct the management of and in any way otherwise take a financial interest in other companies and undertakings; b. to render administrative, technical, financial, commercial, industrial, economic or management services to other companies, persons and undertakings; c. to acquire, alienate, manage and operate movable and immovable property and other goods, including patents, trademark rights, licences, know how, permits and other industrial property rights; d. to take out and/or furnish loans, as well as to provide security, to warrant performance by or bind itself jointly or severally in addition to or on behalf of others, the above in collaboration with third parties or not and including the performance and promotion of all acts directly or indirectly related to the above objects, all this in the broadest sense of the word. CHAPTER 3. CAPITAL STRUCTURE Article 3.1. Share capital The company has shares with a nominal value of one euro (EUR 1) each The shares are registered and numbered in the manner that the managing board stipulated in the register No share certificates will be issued for the shares. Article 3.2. Share issues. Competent corporate body The company can only issue shares pursuant to a resolution of the general meeting The provisions of article apply mutatis mutandis to the granting of rights to subscribe for shares, but do not apply to the issue of shares to a person exercising a previously obtained right to subscribe for shares Issuing new shares requires a deed to this effect executed before a civil law notary in practice in the Netherlands; the parties involved must be parties to this deed In issuing shares, the company cannot subscribe for shares in its share capital. Article 3.3. Terms and conditions of issue. Pre-emption rights The resolution to issue shares will determine the price and further terms and conditions of the issue In issuing shares, each shareholder will have a pre-emption right to subscribe for shares to the joint amount of his shares, unless shares are issued to employees of the company or a group company and without prejudice to the provisions below in this article and in Section 2:206a (1) second sentence DCC. The pre-emption right can be limited or excluded, each time for a single issue, by the general meeting In the event that a shareholder who is entitled to a pre-emption right fails to exercise this right (in full), the other shareholders with a preemption right will be similarly entitled to the part of the pre-emption Page 3 of 18

4 right that becomes available as a result. If these latter shareholders collectively fail to exercise the pre-emption right (in full), the body authorised to issue shares will be free to determine to whom the shares in respect of the part of the pre-emption right that becomes available as a result will be issued, possibly at a higher price The company announces the issue that is subject to pre-emption rights and the period in which these rights can be exercised in a written notice that is sent to all shareholders The pre-emption right can be exercised for a period of at least four (4) weeks following the day of on which the announcement was sent to the shareholders The pre-emption right may not be separately transferred The provisions in the previous paragraphs of this article apply mutatis mutandis to the granting of rights to subscribe for shares. The shareholders have no pre-emption right to shares that are issued to a person exercising a previously obtained right to subscribe for shares. Article 3.4. Payments on shares In issuing shares, the amount to be paid up on the shares will be determined; at a minimum, this amounts to the nominal amount and, if agreed upon, any share premium, hereinafter collectively referred to as the payment obligation. Shares are issued subject to the obligation to pay up in full. However, it may be stipulated in the issue that the payment obligation or part of this obligation will only have to be fulfilled after the managing board of the company has issued a call to this effect or after expiry of a specific term determined in the issue Payments on shares must be made in the currency denominating the nominal value of the shares, unless another contribution has been agreed upon. Payments may only be made in other currencies if the company consents to this. Payment in other currencies satisfies the payment obligation up to the amount for which the amount paid up can be freely exchanged into the currency unit denominating the nominal value. The decisive factor is the rate of exchange in effect on the day of payment Contributions other than payment in cash must be made immediately after subscribing for the share or after the day on which additional payments have to be made or are agreed upon. In accordance with Section 2:204b (1) DCC, a description will be made of the contribution. The description describes the condition on a date no earlier than six (6) months before the day on which the shares are subscribed for or on which additional payments have to be made or are agreed upon. The managing directors will sign the description. If one or more of their signatures is/are missing, the reason for this will be specified in the documents. In the event that it is known that after the day of the description the contribution s value is substantially decreased, a new description must be made The company will make the description available at the company s office for inspection by shareholders and other parties entitled to attend Page 4 of 18

5 meetings The managing board is authorised to perform legal transactions as referred to in Section 2:204 (1) DCC without approval from the general meeting. Article 3.5. Acquisition of shares by the company in its share capital Acquisition by the company of shares in its share capital that are not fully paid-up or depositary receipts for such shares is null and void Except for no consideration, the company may not acquire any fully paid-up shares in its share capital or depositary receipts for such shares in the event that: a. the company s equity less the acquisition price is less than the reserves that must be maintained by law; b. the managing board knows or reasonably should foresee that after the acquisition, the company will be unable to continue to pay its payable debts. The managing board resolves on the acquisition of shares and depositary receipts in the share capital of the company. A resolution to have the company acquire shares and depositary receipts in its share capital requires prior approval from the general meeting. Acquisition by the company of fully paid-up registered shares and/or depositary receipts in its share capital in breach of this paragraph is null and void The provisions of the preceding paragraphs do not apply to shares or depositary receipts the company acquires by universal title, without prejudice to the provisions of Section 2:207a (2) and (3) DCC In the event that the company is a subsidiary of another company, the company may only acquire shares in that other company other than for no consideration if the managing board of this other company approved this acquisition. The provisions of article 3.5.2(a) and (b) of apply mutatis mutandis to the approval resolution At least one (1) share must be held by another party and other than at the expense of the company or one (1) of its subsidiaries The provisions of article and article 3.3 apply mutatis mutandis to the alienation of shares held by the company in its share capital. The provisions of Chapter 5 do not apply to the acquisition and alienation of shares held by the company in its share capital. Article 3.6. Reduction of capital The general meeting may resolve to reduce the issued share capital by cancelling shares or by reducing the par value of shares by amending the articles of association. This resolution must designate the shares to which the resolution relates and the way in which the resolution will be implemented A resolution to cancel shares can only relate to shares held by the company itself or of which the company holds the depositary receipts, including the depositary receipts without rights to attend meetings Reducing the par value of shares without repayment and without exemption from the payment obligation must be done proportionally for all shares. Partial repayment on shares must also take place Page 5 of 18

6 proportionally for all shares The requirement of proportionality may be set aside with the consent of all shareholders involved The notice convening a meeting in which a resolution to reduce the share capital will be adopted will specify the objective of the reduction of the share capital and the way in which the resolution will be implemented. The second, third and fourth sub-sections of Section 2:233 DCC apply mutatis mutandis A resolution of the general meeting to reduce the share capital with repayment is subject to approval from the managing board and is only allowed to the extent that the equity exceeds the reserves that must be maintained by law. The managing board will only refuse to grant its approval if it knows or reasonably should foresee that after the distribution, the company will be unable to continue to pay its payable debts. CHAPTER 4. SHARES Article 4.1. Transfer of shares The transfer of shares or the establishment, transfer or waiver of a limited right to shares requires a deed for this purpose executed before a civil law notary in practice in the Netherlands; the parties involved must be a party to this deed. Section 2:199 DCC applies to the transfer or allotment of a share that is not fully paid-up The transfer of shares or the transfer of a limited right including waiving a limited right to shares in conformance with article also binds the company by operation of law. Except in the event that the company itself is a party to the legal transaction, the rights attached to the share can only be exercised after the company has acknowledged the legal transaction or the deed has been served on the company in accordance with the relevant statutory provisions. Article 4.2. Jointly owned shares In the event that shares are jointly owned, the joint owners can be represented in their dealings with the company by a person designated by them in writing for this purpose. The joint owners can also designate two or more persons. The above provisions of this article apply mutatis mutandis to depositary receipts With regard to shares jointly owned by them, the joint owners may further stipulate provided they do so unanimously that if one of the joint owners so requires, the number of votes that corresponds to his part of the jointly owned shares will be cast in accordance with his instructions. Article 4.3. Right of usufruct A shareholder can establish a right of usufruct on one or more of his shares The shareholder holds the voting right to the shares on which the right of usufruct is established The voting right cannot be granted to the usufructuary, except in the situations referred to in Sections 4:19, 4:20 and 4:30 DCC. The usufructuary who does not have voting rights, does not have the right to Page 6 of 18

7 attend meetings The shareholder is entitled to the rights arising from the share and serving to acquire shares, with the proviso that he must compensate the usufructuary for the value of these rights to the extent that the usufructuary is entitled to this by virtue of his right of usufruct. Article 4.4. Right of pledge A shareholder can establish a right of pledge on one or more of his shares subject to the prior approval of the other shareholders The shareholder holds the voting right to the shares on which the right of pledge is established In contrast to article 4.4.2, the pledgee is entitled to the voting right if the requirements of Section 2:198 (3) DCC have been satisfied, for which purpose the approval referred to in that Section must have been granted by the general meeting. The approval referred to in the previous sentence applies mutatis mutandis to the transition of the voting rights to a new pledgee The shareholder who does not have the voting rights and the pledgee who has voting rights, have the right to attend meetings A right of pledge can also be established without being acknowledged by or served on the company. In that case, Section 3:239 DCC applies mutatis mutandis, in which acknowledgment by or service on the company takes the place of the notification referred to in sub-section 3 of that section In the event that the right of pledge has been established without being acknowledged by or served on the company, the pledgee is only entitled to the rights according to the provisions of this article after the right of pledge has been acknowledged by or served on the company. Article 4.5. Register The managing board will keep a register containing the names and addresses of (i) all holders of shares, (ii) usufructuaries and pledgees and (iii) depositary receipt holders with the right to attend meetings, stating the date on which they acquired the shares, the right of usufruct or pledge or the depositary receipts, respectively. The register will also specify the rights attached to the shares to which they are entitled with respect to the company. The register will include the address of a shareholder if this shareholder has agreed to notices and notifications being sent by Every person entitled to attend meetings, every usufructuary and every pledgee must inform the company in writing of his or her address The register will be updated regularly. All entries and notes in the register will be signed by a managing director Upon request, the managing board will provide a shareholder, a usufructuary, a pledgee or a depositary receipt holder with an extract from the register relating to his right to a share or depositary receipt free of charge. If a share has been encumbered with a right of usufruct or pledge, the extract will specify the rights to which the shareholder, the usufructuary or the pledgee is entitled with respect to the company. Page 7 of 18

8 4.5.5 The managing board will make the register available at the company s office for inspection by the persons entitled to attend meetings. Article 4.6. Notices and announcements Notices and announcements for the managing board will be sent to the company s office or to the last address of the company which includes the address designated by the managing board specified by the managing board. Notices and announcements for persons who are entered in the register will be sent to the last address including the address - of the person in question as entered in the register specified to the managing board The date of a notice or announcement will be the date of the postmark on the (registered) letter, the date on which the electronic message was sent or the date on which the bailiff s notification was served Announcements that must be addressed to the general meeting by law or pursuant to the articles of association can be issued by inclusion in the notice or by managing board making the announcement available for inspection at the company s office, provided this is stated in the notice. Article 4.7. Rights to attend meetings Subject to approval from the general meeting, the managing board is authorised to allocate a right to attend meetings to both existing and future depositary receipt holders. The right can be allocated either to all depositary receipt holders or to the depositary receipt holders designated in the resolution concerned. The resolution will specify the time as of which the rights to attend meetings can be exercised in respect of the company and if applicable the obligations that fall on the depositary receipt holders as parties entitled to attend meetings as well as the term of or conditions attached to the allocation of this right The shareholder involved will be immediately informed of the allocation of rights to attend meetings; in that case, this shareholder is required to: a. immediately inform the relevant depositary receipt holder(s) in writing with a copy for the company of the allocation of rights to attend meetings; and b. provide the company in writing with a copy to the relevant depositary receipt holder(s) the information referred to in article for inclusion in the register Subject to similar approval as referred to in article 4.7.1, the managing board can only deprive a depositary receipt holder of the right to attend meetings with his consent, unless the deprival of the rights to attend meetings is already explicitly reserved in the resolution to grant the rights to attend meetings. CHAPTER 5. OBLIGATIONS OF SHAREHOLDERS Article 5.1. Transfer restrictions Shares can only be transferred after the general meeting has approved the intended transfer. The provisions of the previous sentence do not apply to a transfer to the company and to transfers referred to in article The shareholder who wants to transfer shares (the 'applicant') informs Page 8 of 18

9 the managing board of the shares he wants to transfer, as well as the name of the (legal) person(s) to whom he wants to transfer these shares. This notice is deemed to be a request to the general meeting to grant approval Approval is deemed to have been granted if: a. the applicant has not been informed of a decision within the term of two months; or b. together with the refusal to grant approval, the applicant is not informed of one or more prospective purchasers that are prepared and able to purchase all shares to which the request for approval relates against payment in cash The applicant and each prospective purchaser will agree upon the price of the shares in joint consultation. In the event that the applicant and the prospective purchasers fail to agree upon a price within four (4) weeks, each party may request that the price is fixed by one or more independent experts to be appointed in joint consultation. In the event that the applicant and the prospective purchaser fail to appoint an independent expert in joint consultation within two (2) weeks, either of the parties will request the chairman of the Royal Dutch Association of Civil-Law Notaries (Koninklijke Notariële Beroepsorganisatie) an independent expert to fix the price of the shares. The prospective purchasers and the applicant are authorised to withdraw within one month after they have been informed of the price Within three (3) months after the approval has been granted or is deemed to have been granted, the applicant is entitled to freely transfer the offered shares, but only to the person mentioned in the notice. In the event that the price was fixed in accordance with the provisions of article 5.1.4, the transfer referred to in the previous sentence may only take place at a price that is not lower than the price fixed in accordance with the provisions of article The provisions of this article do not apply: a. to those transfers in respect of which all shareholders have stated that they waive compliance with those provisions; following this, transfer can only take place during a period of three (3) months after the last notice received; b. if the shareholder is required by law to transfer his share to a previous holder; c. to those transfers which are effected within the framework of a foreclosure (uitwinning) by a pledgee of shares which are pledged in favor of such pledgee. CHAPTER 6. MANAGEMENT. REPRESENTATION Article 6.1. Management The company is The company is managed by a managing board consisting of one or more managing directors A and one or more managing directors B, the exact number of managing directors A and B to be specified by the general meeting. Managing directors B can only be persons who are Dutch resident. Page 9 of 18

10 In fulfilling their duty the managing directors shall serve the interest of the company and the enterprise connected with it Subject to these articles of association the managing board may draw up rules governing its internal affairs. In addition, the managing directors can divide their tasks among themselves, by virtue of rules or otherwise The managing board meets as often as one of the managing directors so desires. All resolutions of the managing board are adopted by a majority of votes The managing board can hold meetings by telephone or video conferencing, provided that every managing director taking part in such a meeting can at all times hear and be heard by all other managing directors taking part in that meeting. Such a managing director will be deemed to be present at such a meeting, to take part in that meeting and to cast his vote as if he was physically present at that meeting Resolutions of the managing board can also be adopted in writing without holding a meeting, provided that all managing directors have agreed to this manner of adopting resolutions The general meeting can make decisions of the managing board clearly described in its resolution to this effect subject to its approval. The general meeting will immediately inform the managing board of such a resolution in writing The absence of approval as prescribed in this article does not affect the representation authority of the managing board or its members Without instructions from the general meeting, the managing board is not authorised to file for the company s bankruptcy. Without approval from the general meeting, the managing board is not authorised to file a request for suspension of payments In the event that a managing director may have a conflict of interest, he will immediately inform the other managing directors of this or in absence thereof the general meeting. A managing director will not participate in the deliberations and decisionmaking process if a conflict of interest is involved. If the managing board is unable to adopt a resolution as a result, the resolution will be adopted by the general meeting Each year before a time to be determined by the general meeting, the managing board prepares an investment plan with related budget and presents these documents for approval to the general meeting. Article 6.2. Appointment, suspension and dismissal of managing directors Managing directors are appointed by the general meeting. The general meeting can suspend and dismiss the managing director in question at any time In the event that the body that appointed the managing director has suspended a managing director, the body that appointed the managing director must resolve to dismiss the managing director in question or to cancel or maintain the suspension within three (3) months after the start of the suspension; failing this the suspension will become null and void. A resolution to maintain the suspension can only be adopted once, in Page 10 of 18

11 which the suspension can be maintained for three (3) months at the most, starting on the day on which the body that appointed the managing director adopted the resolution to maintain the suspension. In the event that the body that appointed the managing director failed to adopt a resolution to dismiss the managing director in question or to cancel the suspension within the term stipulated for maintaining the suspension, the suspension will become null and void. A suspended managing director will be given the opportunity to account for himself to the meeting of the body that appointed the managing director; he can have counsel assist him in this. Article 6.3. Managing directors unable to act or absent In the event that one or more managing directors is/are unable to act or is/are absent, the remaining managing directors or the sole remaining managing director are/is temporarily charged with the management In the event that all managing directors or the sole managing director are/is unable to act or are/is absent, the management will be temporarily provided by the general meeting. In that case, the general meeting is authorised to appoint one or more temporary managing directors, from among its members or otherwise Unable to act is deemed to comprise: a. suspension; b. sickness; c. long-term residence abroad; d. being untraceable, in case sub b, c and d without the possibility of contact with or on behalf of the company occurring during a term of five (5) days Any vacancy on the managing board will be filled as soon as possible. Article 6.4. Remuneration of managing directors The remuneration and other (employment) conditions for the managing directors are adopted by the general meeting. Article 6.5. Holders of a power of attorney (procuratiehouders) The managing board may grant a power of attorney or otherwise grant permanent representation authority to one or more persons, whether they are employed by the company or not; the managing board may confer such other title as the managing board will deem advisable on one or more persons as referred to above as well as on other persons, provided they are employed by the company. Article 6.6. Representation The managing board, as well as a managing director A and a managing director B acting jointly, are authorized to represent the company. CHAPTER 7. ANNUAL ACCOUNTS. PROFIT AND LOSS Article 7.1. Financial year. Preparation of the annual accounts The financial year is concurrent with the calendar year Each year within five (5) months after the end of the financial year unless the general meeting extends this term by no more than five (5) months on the grounds of special circumstances the managing board will prepare the management report and accounts, consisting of the annual accounts as well as the management report and the other Page 11 of 18

12 information to be added pursuant to Section 2:392 (1) DCC. The annual accounts may be drawn up in English, French or German if this is stipulated by the general meeting The annual accounts will be signed by the managing directors; if one or more of their signatures is/are missing, the reason for this will be specified in the documents. Article 7.2. Accountant The company will instruct an accountant to audit the annual accounts as referred to in Section 2:393 DCC The general meeting is authorised to issue these instructions. If the general meeting fails to do so, the managing board is authorised to issue these instructions. The instructions can be revoked by the general meeting and by the person who issued the instructions. The instructions can only be revoked for valid reasons and subject to the provisions of Section 2:393 DCC The accountant reports the findings of his audit to the managing board The accountant includes the findings of his audit in a report regarding the accuracy of the annual accounts The above provisions in this article do not apply if the exemption of Section 2:396 (7) DCC or the exemption of Section 2:403 DCC applies to the company based on the size of the company s business. Article 7.3. Presentation annual accounts. Adoption Within the term referred to in article 7.1.2, the annual accounts will be made available at the company s office for inspection by the persons entitled to attend meetings. The managing board also submits the management report within this term. The company ensures that the prepared annual accounts are available at its office from the date of the notice convening the general meeting in which these documents are to be dealt with. The persons entitled to attend meetings can inspect the documents at the company s office and obtain a copy free of charge The general meeting adopts the annual accounts. Unless the provisions of article apply, the annual accounts cannot be adopted if the general meeting was unable to examine the accountant s report regarding the accuracy of the annual accounts, unless a valid ground for the absence of this statement is given under the other information. Section 2:210 (5) DCC does not apply to the adoption of the annual accounts The provisions in these articles of association regarding the management report and the other information to be added by virtue of Section 2:392 (1) DCC do not apply if the law so allows. Article 7.4. Publication The company is required to publish the annual accounts within eight (8) days after their adoption. Publication takes place by filing a full copy in Dutch or, if the annual accounts have not been prepared in Dutch, a copy in French, German or English at the office of the Trade Register. The date of adoption must be recorded on the copy If the annual accounts have not been adopted in accordance with the Page 12 of 18

13 statutory regulations within two (2) months after the end of the term prescribed for preparing the annual accounts, the managing board will immediately publish the prepared annual accounts in the manner prescribed in article 7.4.1; the annual accounts will specify the fact that they have not yet been adopted A copy of the management report and of the other information referred to in Section 2:392 DCC are published together with, in the same manner and in the same language as the annual accounts. The previous provision does not apply except for the information mentioned in Section 2:392 (1) a, c, f and g DCC in the event that the documents are kept available at the company s office for inspection by anyone and if a full or partial copy of these documents is provided upon request at no more than cost; the company will file an announcement to this effect at the Trade Register In the event that the exemption of Section 2:396 (3) to (9) DCC or of Section 2:397 (3) to (7) DCC applies to the company based on the size of the company s business, publication takes place subject to the applicable exemptions. The above provisions in this article do not apply if the company is part of a group and the exemption of Section 2:403 DCC applies to the company. Article 7.5. Profit and loss allocation From the result appearing from the adopted annual accounts such a part is reserved in the event of profits or treated in the event of a loss as to be specified by the general meeting. The part of the profit remaining after the reservation mentioned above is at the disposal of the general meeting The company can only make distributions to the extent that the equity exceeds the reserves that must be maintained by law The general meeting can decide to pay interim dividends if the requirement of article has been satisfied Subject to the relevant provisions of article 7.5.2, the general meeting can decide to make distributions out of a reserve that does not have to be maintained by law A shareholders claim for distribution shall lapse after five (5) years and one (1) day Distributions can be made in a form other than in cash A distribution resolution adopted by a body other than the managing board will be subject to approval from the managing board. The managing board will only refuse to grant approval if it knows or reasonably should foresee that after the distribution, the company will be unable to continue to pay its payable debts The shares held by the company in its share capital are not included in calculating a distribution. CHAPTER 8. GENERAL MEETING Article 8.1. Annual general meeting The annual general meeting is held within six (6) months after the end of the financial year The agenda for this meeting will include the following items: Page 13 of 18

14 a. the management report as far as this should be made up according to law; b. adoption of the annual accounts; c. adoption of the allocation of profits or treatment of a loss; d. the proposal to grant the managing directors discharge for their management; e. the filling of any vacancies; f. other proposals placed on the agenda by the managing board, or with application of the provisions of article by persons entitled to attend meetings There is no need to hold the annual general meeting if the subjects specified in article are decided on in the manner referred to in article or another manner prescribed by law. Article 8.2. Other general meetings Without prejudice to the above provisions in these articles of association, general meetings are held as often as decided by the managing board. Persons entitled to attend meetings, alone or collectively representing at least one percent (1%) of the issued share capital can request the managing board to convene a general meeting in writing with a detailed specification of the subjects to be dealt with. Persons entitled to attend meetings are considered equivalent to shareholders. The managing board will take the requisite measures to ensure that the general meeting can be held within four (4) weeks after the request, unless this is prevented by a serious interest of the company. Article 8.3. Notice. Agenda General meetings are convened by the managing board, or the requesting persons entitled to attend meetings. The requesting persons entitled to attend meetings are only authorised to convene the general meeting if it has been shown that the requesting persons entitled to attend meetings requested the managing board to convene a general meeting in conformance with the provisions of the previous article and the managing board failed to take the requisite measures to ensure that the general meeting could be held within four (4) weeks The notice will be given no later than eight (8) days prior to the date of the meeting The notice will specify the subjects to be dealt with, as well as the place and time of the meeting and the procedure for written proxies taking part in the general meeting. The person convening the meeting must include the agenda as well as the explanation and the information needed for proper decision-making with the notice All notices convening the general meetings and all notices to persons entitled to attend meetings will be issued in writing. Each person entitled to attend meetings must inform the company s managing board of his intention to attend the shareholder meeting in a timely fashion. Shareholders without voting rights have the right to attend meetings Subjects that one or more shareholders representing one percent (1%) of the issued share capital has/have requested be dealt with in writing will be included in the notice or announced in the same manner if the Page 14 of 18

15 company received the request or the proposal for a resolution, stating the reasons, no later than on the thirtieth day prior to the day of the meeting and provided that this is not prevented by a serious interest of the company. In calculating the issued share capital, non-voting shares are included and persons entitled to attend meetings are considered equivalent to shareholders. Article 8.4. Place of the meetings The general meetings are held in the municipality where the company has its corporate seat. In meetings held elsewhere, valid resolutions can only be adopted if all persons entitled to attend meetings agreed to the other meeting location and provided that prior to the decision-making process, the managing directors have been given the opportunity to issue their recommendations regarding the items on the agenda for the meeting. Article 8.5. Defective notice Valid resolutions regarding subjects that have not been announced as subjects to be dealt with in the notice or in the same manner subject to the term stipulated for the notice can only be adopted if all persons entitled to attend meetings agreed to the addition of the item in question to the agenda and provided that prior to the decision-making process, the managing directors have been given the opportunity to issue their recommendations regarding the items on the agenda to the meeting In the event that the term for the notice specified in article was shorter or if no notice was given, valid resolutions can be adopted if all persons entitled to attend meetings agreed to a decision-making process regarding those subjects and provided that prior to the decision-making process, the managing directors and have been given the opportunity to issue their recommendations regarding the items on the agenda for the meeting. Article 8.6. Chairmanship The general meeting provides for her chairmanship. Article 8.7. Minutes Minutes will be kept of the proceedings at each general meeting by a secretary to be designated by the chairman of the meeting. The minutes are adopted by the chairman and the secretary, as witnessed by their signatures The chairman or the person who requested the meeting may determine that an official record of the proceedings at the meeting will be prepared by a civil law notary. The chairman will co-sign the official record. Article 8.8. Rights to attend meetings. Admittance Each person entitled to attend meetings is authorised to attend the general meeting and speak at the meeting. The managing board may specify that each person entitled to attend meetings is authorised to take part in the meeting by means of electronic communication. The managing board may stipulate further terms and conditions for the provision in the previous sentence Each voting share confers the right to cast one (1) vote. Subject to further terms and conditions to be stipulated by the managing board, Page 15 of 18

16 this board may decide that each person entitled to attend and vote is authorised to exercise the voting right in person or by proxy by means of electronic communication. In any event, this requires that the person entitled to attend meetings and vote can be identified through the electronic means of communication. Votes cast within thirty (30) days prior to the day of the meeting by means of electronic communication are deemed equivalent to votes cast during the general meeting The rights to attend meetings in accordance with the previous paragraphs can be exercised by a person holding a written proxy The managing directors acting as such have an advisory vote in the general meeting Without prejudice to the provisions in Section 2:13 DCC, each issue regarding admittance to the general meeting, exercising the voting right, the result of votes as well as all other issues related to the conduct of events in or regarding the meeting will be decided by the chairman of the meeting. Article 8.9. Adoption of resolutions by the general meeting Unless the law or these articles of association prescribe a larger majority, all resolutions are adopted by an absolute majority of the votes cast In the event that in the election of persons none of the persons receives the required majority in the first vote, a second free vote is taken. If none of the persons receives the required majority in this second vote, further votes will be taken until either one (1) person receives the required majority or the vote was taken between two (2) persons and the vote is tied. In the further votes mentioned above (not including the second free vote), each vote is taken between the persons who received votes in the previous vote, except for the person who received the least number of votes in the previous vote. If two (2) or more persons received the smallest number of votes in the previous vote, the decision regarding the person who can no longer be voted for in the new vote will be taken by lot. In the event of a tie vote in a vote between two (2) persons, the decision regarding who is elected will be taken by lot In the event of a tie vote in a vote other than the election of persons, the proposal is rejected All votes are taken orally, unless the chairman decides upon or a person entitled to vote demands a vote by ballot. Votes by ballot are taken by sealed, unsigned ballots Blank and invalid votes are deemed not to have been cast The company cannot cast any vote for shares that the company holds in its share capital or on which the company holds a right of usufruct or pledge. The pledgee or usufructuary of shares held by the company in its share capital cannot cast any vote for such shares if the right has been established by the company. No votes can be cast for shares for which the company holds the depositary receipts. The provisions of this paragraph apply mutatis mutandis to shares or depositary receipts held by subsidiaries or on which subsidiaries hold a right of usufruct or Page 16 of 18

17 pledge In determining whether a certain part of the share capital is represented or if a majority represents a certain part of the share capital, the share capital is reduced by the amount of the shares for which no votes may be cast, unless Section 2:24d (2) DCC stipulates otherwise Voting by acclamation is possible if none of the persons present and entitled to vote objects to this The managing board may decide that persons entitled to attend meetings and vote can cast their vote in writing within a period prior to the general meeting to be determined by the managing board, which period may not commence before the time of the notice. Votes cast in conformance with the provision in the previous sentence are considered equivalent to votes cast at the time of the general meeting The opinion the chairman expresses at the meeting to the effect that the general meeting has adopted a resolution is decisive. The same is true for the contents of an adopted resolution if the vote was taken on a proposal that was not recorded in writing or if the vote was taken electronically. However, if the accuracy of that opinion is challenged immediately after it is rendered, a new vote will be taken if this is requested by the majority of the persons present and entitled to vote or, if the original vote was not taken by roll call or ballot, by a person present and entitled to vote. This new vote will nullify the original vote. Article Adoption of resolutions without holding a meeting Resolutions of the general meeting can also be adopted in writing without holding a meeting, provided that all persons entitled to attend meetings have agreed to this manner of adopting resolutions and provided that prior to the decision-making process, the managing directors have been given the opportunity to issue recommendations regarding the resolution in question. CHAPTER 9. AMENDMENT OF THE ARTICLES OF ASSOCIATION, MERGER, DEMERGER DISSOLUTION AND LIQUIDATION Article 9.1. Amendment of the articles of association, merger and demerger The general meeting may decide to amend the articles of association If a proposal to amend the articles of association is made to the general meeting, this must always be specified in the notice convening the general meeting; a copy of the proposal setting out the proposed amendment in full must be made available at the company s office at the same time for inspection by the persons entitled to attend meetings until the end of the meeting A resolution to amend the articles of association must be adopted by at least an absolute majority of the votes cast The provisions which apply to the resolution to amend the articles of association, apply mutatis mutandis to the resolution to a legal merger or demerger of the company. Article 9.2. Dissolution. Liquidation The general meeting may decide to dissolve the company In the event that the company is dissolved pursuant to a resolution of the general meeting, the managing directors will be the liquidators of the Page 17 of 18

18 dissolved company, unless the general meeting designates other persons for this purpose. During the liquidation procedure, the provisions of the articles of association will continue in full force and effect to the extent possible The balance remaining after payment of the debts will be distributed to the shareholders in proportion to the nominal amount of the shares each of them holds After the company ceased to exist, the books, documents and other data carriers will be kept for seven (7) years by the person designated for this purpose by the general meeting. CHAPTER 10. TRANSITIONAL ARTICLE Article First financial year The first financial year of the company will end on the thirty-first day of December two thousand seventeen. This provision will become null and void as a provision of the articles of association after the end of the first financial year. Final remark./. Finally the person appearing declared that a copy of the written resolution outside a meeting, from which the resolutions to amend the articles of association and the aforesaid authorization appear, will be attached to this deed. End The person appearing is known to me, civil-law notary. This deed was executed in Amsterdam on the date first given in the head of this deed. After the substance of this deed was stated and explained and after I, civil-law notary, pointed out the consequences of the contents of this deed, the person appearing declared to have taken note of the contents of this deed after timely being given the opportunity thereto, to agree with the contents of this deed and not to require a full reading thereof. Immediately after this deed was read out in a limited form, this deed was signed by the person appearing and myself, civil-law notary. Page 18 of 18