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Articles of Association Koninklijke BAM Groep nv (Royal BAM Group nv)

These Articles of Association were last amended by a notarial deed dated 16 May 2007, ministerial declaration of no objection dated 11 May 2007, No. N.V. 37.266

Name and corporate seat.
Article 1.

1.1The name of the Company is: Koninklijke BAM Groep N.V. and it has its corporate seat in Bunnik.
1.2In its dealings abroad, the Company may also use the name Royal BAM Group N.V. or another translation of its name.

Objects.
Article 2.
The objects of the Company are:

  1. the organisation, directly or through investment holdings, of developed and undeveloped areas through:
    • realisation, maintenance, redevelopment, design, development, financing, providing services and management in the building industry, dredging industry, mechanical and electrical contracting, metal industry, project development, public-private cooperation and consultancy and engineering;
    • acquisition, manufacture, keeping in ownership, extraction, management, processing of and trade in the required raw materials, materials and products;
    • engagement, in the widest sense, in related fields, including acquisition, manufacture, keeping in ownership, management and disposal of immovable property, tools, equipment, auxiliary constructions, know-how and methods; and
    • incorporation and acquisition of and investment holdings in other enterprises, joint ventures and corporate bodies, as well as control, management and financing thereof and supervision thereof;
  2. to do everything related or conducive to the above objects, including:
    1. to incorporate, participate in and to conduct the management of enterprises other than the enterprises referred to under a, of any nature whatsoever;
    2. to finance and to put up security in any way whatsoever or to commit the Company for liabilities of the enterprises referred to under a and b under (i) and of third parties with whom the Company cooperates in any way whatsoever, directly or indirectly.

Share capital and shares.
Article 3.

3.1The authorized share capital of the Company amounts to fifty million euro (EUR 50,000,000), divided into:
  • two hundred million (200,000,000) ordinary shares with a nominal value of ten euro cents (EUR 0.10) each;
  • two hundred fifty million (250,000,000) cumulative preference B shares with a nominal value of ten euro cents (EUR 0.10) each; and
  • fifty million (50,000,000) cumulative preference F shares with a nominal value of ten euro cents (EUR 0.10) each, subdivided into eight series, designated as FP1 up to and including FP8, of six million two hundred fifty thousand (6,250,000) cumulative preference F shares each, which series may be subdivided into sub-series as determined in paragraph 2, which sub-series shall be numbered consecutively, starting from 1.
3.2In these Articles of Association, the terms shares and shareholders shall refer to the ordinary shares, the cumulative preference B shares and the preference cumulative F shares and to the holders of ordinary shares, the holders of cumulative preference B shares and the holders of cumulative preference F shares, respectively, unless explicitly stated otherwise.
In these Articles of Association, the terms preference shares and holders of preference shares shall refer to the cumulative preference B shares and the cumulative preference F shares and to the holders of cumulative preference B shares and the holders of cumulative preference F shares, respectively, unless explicitly stated otherwise.
Cumulative preference F shares which have been issued at the same time and to which the same rights as referred to in the articles 32, 34 and 35 have been attached, constitute an individual share category. Each series of cumulative preference F shares is also an individual share category, however, in case of sub-series as referred to hereinbefore in paragraph 1, these shall be designated as individual share categories instead of the relevant serie.
The cumulative preference F shares shall hereinafter be referred to as funding preference shares.
3.3In the issue of a particular series of funding preference shares, the body authorized to issue shares may decide to issue more shares of that particular series than the number of the series concerned that is included in the authorized share capital, in which the maximum number of shares of the series concerned which may be issued equals the total number of funding preference shares of the series that are included in the authorized share capital and which have not been issued before.
3.4In the event that an issue relates to more funding preference shares of a particular series than the number into which the authorized share capital is divided, the number of funding preference shares of the issued series that is included in the authorized share capital shall be increased by the number of shares by which the number of issued shares of this series at the time of issue exceeds the number of shares of this series included in the authorized share capital, while this number shall also be deducted from the number of shares of the series of unissued funding preference shares included in the authorized share capital.

Issue of shares and the granting of rights to take shares.
Article 4.

4.1Subject to the approval of the Supervisory Board, any further share issues shall be made pursuant to a resolution of the General Meeting of Shareholders – hereinafter also referred to as the General Meeting – or the Executive Board in the event that this Board has been appointed for this purpose by the Articles of Association or the General Meeting; as long as the Executive Board has been appointed for this purpose, the General Meeting may not resolve to issue shares.
4.2Subject to the approval of the Supervisory Board, the General Meeting or the Exective Board, as the case may be, shall determine the price and other terms and conditions of issue subject to the other provisions in respect of share issues in these Articles of Association.
4.3In the event that the General Meeting appoints the Executive Board as the authorized body to decide upon any further share issues, this authorization shall also designate the number and category of shares that may be issued. In case of such authorization, the General Meeting shall also determine the duration of the authorization, which may be no more than five years. The authorization may each time be extended for a maximum period of five years. Unless otherwise provided in the appointment, the authorization cannot be revoked.
4.4A resolution of the General Meeting to issue shares or to appoint the Executive Board as referred to above shall only be valid if approved in advance or at the same time by each group of holders of shares of the same category, whose rights are affected by the issue.
4.5In the event of the issue of cumulative preference B shares pursuant to a resolution of a body other than the General Meeting, this resolution shall require the prior approval of the General Meeting for the issue involved in the event that as a result of the issue of the cumulative preference B shares concerned, the amount of outstanding cumulative preference B shares exceeds the issued share capital formed by ordinary shares and funding preference shares.
4.6In the event of the issue of cumulative preference B shares pursuant to a resolution of a body other than the General Meeting and the approval of the General Meeting referred to in the preceding paragraph is not required for such a resolution, the Executive Board must call and hold a General Meeting within four weeks of such issue, in which the reasons for the issue shall be explained.
4.7Within eight days of a resolution of the General Meeting to issue shares or to appoint the Executive Board as the body authorized to issue shares, the Executive Board shall file the full text of the resolution with the office of the Trade Register. Within eight days of each share issue, the Executive Board shall report the issue to the office of the Trade Register, stating the number of shares issued and the category.
4.8The provisions of the preceding paragraphs of this Article shall apply accordingly to the granting of rights to take shares, but do not apply to the issue of shares to a person exercising a previously acquired right to take shares.
4.9Shares shall never be issued below par, subject to the provisions of Article 80, paragraph 2, Book 2, Civil Code.
4.10The Executive Board shall be authorized to perform the legal acts referred to in Article 94, paragraph 1, Book 2, Civil Code without the approval of the General Meeting but subject to the approval of the Supervisory Board.

Payment on shares.
Article 5.

5.1Ordinary shares and funding preference shares may only be issued against payment in full. Cumulative preference B shares may be issued against partial payment, with the proviso that the part of the nominal amount that must be paid up on each cumulative preference B share – irrespective of the date of issue – must be the same and that at least one-fourth of the nominal amount must be paid up when the share is taken.
5.2Payments on shares must be made in cash in so far as no other consideration has been agreed upon.
5.3Considerations other than payment in cash must be contributed immediately after the share has been taken or following the day on which additional payments are to be made or on which these have been agreed upon. It must be possible to value such a consideration in accordance with economic standards. Rights to perform work or render services may not be contributed by way of consideration.
5.4Subject to the approval of the Supervisory Board, the Executive Board determines when and up to which amount additional payments on partially paid up cumulative preference B shares are to be made. The Executive Board shall notify the shareholders concerned of this in writing, at least thirty days prior to the day on which the payment must be made at the latest.

Pre-emptive right in the issue of shares.
Article 6.

6.1Without prejudice to the provisions of paragraph 2, each holder of ordinary shares shall have a preemptive right in respect of new ordinary shares to be issued in proportion to the total number of ordinary shares held by him.
Holders of preference shares shall have no pre-emptive right in respect of shares to be issued. Holders of rdinary shares shall have no pre-emptive right in respect of preference shares to be issued.
6.2In the issue of ordinary shares, there shall be no pre-emptive right in respect of shares issued for a consideration other than payment in cash.
Shareholders shall moreover have no pre-emptive right in respect of shares issued to employees of the Company or of a legal entity or company with which the Company is affiliated in a group.
6.3Subject to the approval of the Supervisory Board and subject to the provisions of this Article, the resolution to issue new shares by the General Meeting or the Executive Board, as the case may be, shall provide in which manner and during which period the pre-emptive right can be exercised.
The Company shall announce the issue of shares that is subject to pre-emptive rights and the period during which these rights can be exercised in the State Gazette, in a national daily newspaper and in the Official Publication of the limited liability company established in Amsterdam: Euronext Amsterdam N.V.
The pre-emptive right can be exercised during a period of at least two weeks following publication in the State Gazette.
6.4The pre-emptive right in respect of ordinary shares may be restricted or excluded pursuant to a resolution of the General Meeting. The reasons for the proposal and the determination of the intended issue price shall be explained in writing in the proposal for such restriction or exclusion. Subject to the approval of the Supervisory Board, the pre-emptive right may also be restricted or excluded by the Executive Board in the event that the Executive Board has been appointed by the Articles of Association or pursuant to a resolution of the General Meeting as the body authorized to restrict or exclude the preemptive right for a maximum period of five years. The appointment may each time be extended for a maximum period of five years.
Unless otherwise determined in the appointment, the authorization may not be revoked.
6.5A resolution of the General Meeting to restrict or exclude the pre-emptive right in respect of ordinary shares or to appoint the Executive Board – as referred to in the preceding paragraph – shall require a majority of at least two thirds of the votes cast in the event that less than half of the issued share capital is represented at the meeting. Within eight days of such resolution, the Executive Board shall file the full text of the resolution with the office of the Trade Register.
6.6In the granting of rights to take ordinary shares, the holders of ordinary shares shall have a pre-emptive right; paragraphs 2 to 5 of this Article shall apply accordingly. Shareholders shall have no pre-emptive right in respect of shares issued to a person exercising a previously acquired right to take shares.

Repurchase of shares.
Article 7.

7.1Subject to the authorization of the General Meeting and without prejudice to the provisions of Article 2:98d Civil Code, the Executive Board may have the Company acquire fully paid up shares in its share capital under encumbered title.
However, such acquisition is only allowed in the event that:
  1. the equity of the Company less the acquisition price for the shares is not less than the paid up and called in portion of the share capital plus the reserves that must be maintained by law and the Articles of Association; and
  2. the aggregate par value of the shares to be acquired and of the shares in its share capital held or retained by way of right of pledge by the Company or those held by a subsidiary does not exceed one-tenth of the issued share capital.
The requirement referred to under a. shall be determined by the size of the equity as per the most recently adopted balance sheet, less the acquisition price for shares in the share capital of the Company and payments from the profits or reserves to other parties which became payable by the Company and its subsidiaries after the balance sheet date. If more than six months of a financial year have elapsed without the annual accounts having been adopted, acquisition in accordance with the provisions of this paragraph is not allowed.
7.2In the authorization – which shall be valid for eighteen months at the most – the General Meeting must determine the number and category of shares which may be acquired, the way in which such shares may be acquired and the price range.
The above authorization shall not be required in as far as the Company acquires shares in its share capital for transfer to employees in the service of the Company or a group company pursuant to a prevailing employee scheme.
7.3Subject to the approval of the Supervisory Board, the Executive Board shall be authorized to alienate the shares acquired by the Company in its share capital.
There shall be no pre-emptive right in respect of such alienation.
In the event that depositary receipts for shares have been issued for shares in the Company, these depositary receipts for shares shall be deemed equivalent to shares in the application of the provisions of this paragraph.
7.4The Company has no right to any distribution in respect of shares held in its own capital; nor shall the Company have any right to such distribution in respect of shares of which the Company holds the depositary receipts.
In the calculation of the allocation of profits, the shares referred to in the preceding sentence shall not be taken into account, unless a right of usufruct has been established on those shares or on the depositary receipts for those shares for the benefit of a party other than the Company.
7.5No votes may be cast for shares in the share capital of the Company held by the Company itself or by or for the account of a subsidiary, unless a right of usufruct or pledge has been established on these shares for the benefit of a party other than the Company or a subsidiary, the voting right on these shares has been granted to this other party and the right of usufruct or pledge has been established by a party other than the Company or a subsidiary.
7.6The Company or a subsidiary can neither cast a vote for shares in the share capital of the Company in respect of which the Company or this subsidiary has a right of usufruct or pledge.
No votes may be cast for shares of which the Company or a subsidiary holds the depositary receipts.
7.7In the determination of whether a certain portion of the share capital is represented at a meeting or whether a majority represents a certain portion of the share capital, the shares for which no votes may be cast shall not be taken into account.

Reduction of capital.
Article 8.

8.1The General Meeting may resolve to reduce the issued share capital by cancelling shares or by reducing the par value of shares by way of amendment of the Articles of Association. The resolution must designate the shares to which the resolution relates and the manner in which the resolution shall be implemented.
8.2Partial repayments on shares or exemptions from the liability for payment as referred to in Article 99, Book 2, Civil Code may also take place solely in respect of (i) ordinary shares or (ii) cumulative preference B shares or (iii) all funding preference shares or (iv) all funding preference shares of one or more particular (sub)series.
Partial repayment or exemption must take place proportionally for all shares involved.
The requirement of proportionality may be set aside with the approval of all shareholders involved.
8.3Cancellation with repayment of shares as referred to in Article 99, Book 2, Civil Code, may also take place solely in respect of (i) ordinary shares, or (ii) cumulative preference B shares, or (iii) all funding preference shares or (iv) all funding preference shares of one or more particular (sub)series or (v) the funding preference shares regardless their (sub)series as determined by way of allotment or (vi) the funding preference shares, which have been determined by way of allotment, of one or more particular (sub)series.
8.4In the event of cancellation with repayment of funding preference shares, the following distributions shall be made against the distributable part of the equity of the Company on each cancelled funding preference share besides the payment of the par value on the day of repayment:
  1. an amount equal to the share premium paid up on each funding preference share of the relevant (sub)series at the time of issue of funding preference shares of the relevant (sub)series, less any amounts paid prior to the day of repayment against the share premium reserve which is attributed to the funding preference shares of the (sub)series, on each relevant funding preference share, which distribution shall as far as possible be made against such share premium reserve or in the event it concerns the non-distributable reserve (“statutory reserve”) which is attributed to such shares (the convertible funding preference shares, series FP4, sub-series 1) against such nondistributable reserve;
  2. a distribution which as far as possible is calculated in accordance with the provisions of Article 32, paragraph 15, and
  3. in the event (i) the market value of the dividend that should have been distributed on the share for the period starting from the day of repayment to the dividend adjustment day as referred to in Article 32, paragraph 6 in the event no cancellation would have taken place, to be calculated per the day of repayment, is greater than (ii) the market value of the effective return per the day of repayment and calculated for the same period, in the event a fixed interest would have been compensated over the par value and the distribution, as referred to hereinbefore in this paragraph under a, to such next dividend adjustment day on the basis of the reference interest as described in Article 32, paragraph 6, sub b, that is applicable to the relevant series of funding preference shares, a distribution in the amount of the difference between them.
The Executive Board shall in connection with the above distributions prepare an interim statement of assets and liabilities as referred to in Article 105, paragraph 4, Book 2, Civil Code.
8.5In the event of cancellation with repayment of cumulative preference B shares a distribution against the distributable part of the equity of the Company, shall be made on each cancelled cumulative preference B share, besides the payment of the par value, on the day of repayment, which distribution is as far as possible calculated in accordance with the provisions of Article 32, paragraph 4.
The Executive Board shall in connection with the above distribution prepare an interim statement of assets and liabilities as referred to in Article 105, paragraph 4, Book 2, Civil Code.
8.6A resolution to reduce the share capital may only be adopted by a majority of at least two thirds of the votes cast in the event that less than half of the issued share capital is represented at the meeting. Such a resolution shall moreover require the prior or simultaneous approval of the meeting(s) of holders of shares of a category whose rights are affected; the provisions of the preceding sentence relating to the adoption of the resolution shall apply accordingly in this respect. The notice calling a meeting to adopt the resolution referred to in this paragraph shall state the purpose of the capital reduction and the way in which this shall be effected. The second, third and fourth paragraphs of Article 123, Book 2, Civil Code shall apply accordingly.

Right of pledge.
Article 9.
The Company may only retain shares or depositary receipts for shares in its capital by way of right of pledge in the event that:

  1. the shares to be retained by way of right of pledge have been paid up in full;
  2. the nominal amount of the shares and depositary receipts for shares in its share capital to be retained by way of right of pledge and already held or retained by way of right of pledge do not amount to more than one-tenth of the issued share capital; and
  3. the General Meeting has approved the pledge agreement.

Shares and share certificates.
Article 10.

10.1The ordinary shares shall be registered shares or bearer shares, at the option of the shareholder. The preference shares shall be registered shares.
10.2The registered shares shall be entered in the register referred to in the following. The ordinary registered shares shall be numbered consecutively, starting at 1.
The cumulative preference B shares shall be numbered consecutively, starting at B1.
Each series of funding preference shares shall be given a series identification and shall be numbered consecutively, starting at FP1 and each sub-series shall be given a sub-series identification and shall be numbered consecutively, starting at 1.
10.3No certificates are issued in respect of preference shares and ordinary registered shares. All ordinary shares in bearer form shall be embodied in one share certificate.
10.4A holder of an ordinary share may inform the Company in writing that he wishes to have the same in registered form; without such announcement his share will be a share in bearer form and shall be embodied in the share certificate referred to in paragraph 3.
10.5The Company shall have the share certificate referred to in paragraph 3 kept in custody for the person or persons entitled by the Nederlands Centraal Instituut voor Giraal Effectenverkeer (Dutch Central Institute for Giro Securities Transactions), being the central institute within the meaning of the Wet giraal effectenverkeer (Act on giro securities transactions) (hereinafter: "Necigef").
10.6The Company grants a right in respect of an ordinary share to a person entitled because (a) Necigef enables the Company to add a share (or have this done) to the share certificate concerned and (b) the person entitled designates an affiliated institution as referred to in the Wet giraal effectenverkeer (hereinafter: “affiliated institution”), which credits him accordingly as joint holder (hereinafter: “joint holder”) in the collective deposit within the meaning of the Wet giraal effectenverkeer.
10.7Without prejudice to Article 27, paragraph 5, the administration of the share certificate is irrevocably assigned to Necigef and Necigef is irrevocably empowered to do whatever is necessary in respect of the shares concerned on behalf of the person or persons entitled, including acceptation, transfer and cooperation in adding to and deducting from the share certificate.
10.8If a joint holder of the affiliated institution requires surrender of one or more ordinary shares in bearer form up to at most an number for which he is joint holder, (a) Necigef shall transfer the shares by deed to the person entitled, (b) the Company shall acknowledge the transfer, (c) Necigef shall enable the Company to deduct the shares from the share certificate (or have this done), (d) the affiliated institution concerned shall debit the person entitled accordingly as joint holder in its collective deposit and (e) the Company shall register the holder (or have this done) as holder of a share in registered form in the shareholders register.
Surrender of shares in bearer form to shares in registered form may not take place in the period between the record date referred to in Article 27 paragraph 1 and the General Meeting of Shareholders for which such record date has been determined.
Under the provisions of this paragraph or paragraph 2, the Company may only charge the shareholder, who has his shares registered in registered form or in bearer form, the costs for doing so.
10.9A holder of an ordinary share in registered form may have the same registered in bearer form at any time because (a) the person entitled transfers this share by deed to Necigef, (b) the Company acknowledges the transfer, (c) Necigef enables the Company to add the shares to the share certificate (or have this done), (d) an affiliated institution designated by the person entitled credits the person entitled accordingly as joint holder in its collective deposit and (e) the Company deregisters the person entitled (or has this done) as holder of the share concerned in the shareholders register.

Shareholders register.
Article 11.

11.1The Executive Board shall keep a register in registered shares shall be entered, stating the date on which they acquired the shares, the date of acknowledgement or servicing, in respect of funding preference shares, the series, the amount paid up on each share including the share premium paid up on the share, and the other information required by law. The register shall also include the names and addresses of the beneficiaries of a right of usufruct or pledge in respect of registered shares, stating the date on which they acquired this right, the date of acknowledgment or servicing and stating which rights on the shares have been granted to them in accordance with paragraphs 2 and 4 of Articles 88 and 89, Book 2, Civil Code. The register shall be updated regularly; each exemption from liability for payments that have not yet been made shall also be entered in this register.
11.2Each holder of registered shares and each beneficiary of a right of usufruct or pledge in respect of registered shares must inform the Executive Board of his address.
11.3Each entry in the register as referred to in the first paragraph shall be signed by the Chairman of the Executive Board, or – in the event that the Company has a sole manager – by this manager and by the Chairman of the Supervisory Board. A facsimile signature may be used for both signatures.
11.4Upon request, the Executive Board shall provide a holder of a registered share or a beneficiary of a right of usufruct or pledge in respect of a registered share, free of charge, with an extract from the register relating to his right to a share. If a right of usufruct or pledge has been established on the share, the extract shall state to whom the voting right and the rights referred to in paragraph 4 of Articles 88 and 89, Book 2, Civil Code have been granted.
The Executive Board shall keep the register available for inspection at the office of the Company for the holders of registered shares and for beneficiaries of a right of usufruct or pledge in respect of a registered share to whom the rights referred to in paragraph 4 of Articles 88 and 89, Book 2, Civil Code have been granted.
The information in the register relating to non-paid-up cumulative preference B shares shall be open to inspection by anyone; a copy or extract from this information shall be provided at no more than cost price.

Delivery of registered shares.
Article 12.
The delivery of registered shares or the delivery of a limited right on such shares shall take place subject to the provisions of Article 86c, Book 2, Civil Code.

Approval for the transfer of preference shares.
Article 13.

13.1Any transfer of preference shares shall require the approval of the Executive Board with the exception of a transfer of funding preference shares, series FP4, sub-series 1 and 2. The approval shall be requested in writing, stating the name and address of the prospective buyer and the price or other consideration the prospective buyer is prepared to pay or contribute.
13.2In the event that the approval is refused, the Executive Board must at the same time appoint one or more prospective buyers who are prepared and capable of buying all shares to which the offer relates for payment in cash at a price to be determined in mutual consultation by the transferor and the Executive Board within two months of such appointment.
13.3In the event that the transferor, within three months of receipt by the Company of the request for approval of the intended transfer, has not received a written notification from the Company in this respect or if a timely written refusal was not at the same time accompanied by the appointment of one or more prospective buyers as referred to in paragraph 2, the approval for transfer shall be deemed to have been granted after expiry of the above term or after receipt of the refusal notification, respectively.
13.4In the event that within two months of the refusal, the transferor and the Executive Board fail to reach agreement on the price referred to in paragraph 2, this price shall be fixed by an expert, to be appointed in mutual consultation by the transferor and the Executive Board or, in case they fail to reach agreement on this within three months of the refusal, by the Chairman of the Chamber of Commerce and Industry in the place in which the Company has its head office, at the request of the transferor or the Executive Board.
13.5The transferor shall be entitled to withdraw his offer, provided that he has informed the Executive Board of this in writing within one month after he has been informed of the name of the appointed prospective buyer(s) and the fixed price.
13.6In case of approval of the transfer as referred to in paragraph 1 or paragraph 3, the transferor shall be entitled, during a period of three months after this approval, to transfer all shares to which his offer relates to the buyer stated in the offer at the price or consideration stated by him as referred to in paragraph 1.

Depositary receipts for shares.
Article 14.
In these Articles of Association, the terms holders of depositary receipts or holders of depositary receipts for registered or bearer shares shall refer to holders of depositary receipts for shares issued with the cooperation of the Company and persons who, pursuant to Article 88 or Article 89, Book 2 Civil Code, have the rights granted by law to holders of depositary receipts for shares issued with the cooperation of the Company.

Joint shareholdings.
Article 15.
In the event that a share is owned by several persons, the rightful claimants may solely be represented towards the Company by written proxy.

Executive Board.
Article 16.

16.1The Company shall be managed by an Executive Board consisting of two or more members, to be determined by the Supervisory Board. The Supervisory Board shall appoint one of the members as Chairman of the Executive Board.
All resolutions of the Executive Board shall be adopted by an absolute majority of votes; in the event of a tie vote, no resolution shall be adopted, unless there are more than two members of the Executive Board: in that case, the Chairman of the Executive Board shall have a casting vote.
The Executive Board may also adopt resolutions without holding a meeting, provided that such resolutions are adopted in writing, by cable, by electronic device, by telefax, by telephone or by means of video-conferencing, and provided that the matter in question has been brought to the attention of all members of the Executive Board, no member of the Executive Board has objected to this means of resolving, all members have taken part in the decision-making process and, in case of a meeting by way of telephone or videoconferencing, all members of the Executive Board are able to hear each other simultaneously.
16.2Subject to the provisions of Article 162, Book 2, Civil Code, the members of the Executive Board are appointed by the Supervisory Board. The Supervisory Board shall inform the General Meeting of any intended appointments to the Executive Board.
16.3A member of the Executive Board shall be appointed for a maximum period of four years. The term of office shall end at the closing of the first Annual General Meeting of Shareholders which is to be held in the fourth year after the year of his appointment, unless the member of the Executive Board, resigns earlier. A member of the Executive Board may be reappointed subject to the provisions earlier in this paragraph. The Supervisory Board may adopt a rotation schedule with regard to the members of the Executive Board.
16.4The Supervisory Board may suspend or dismiss a member of the Executive Board at any time, with the proviso that a member of the Executive Board cannot be dismissed until the General Meeting has been consulted on the intended dismissal. If a member of the Executive Board has been suspended and the Supervisory Board fails to extend this suspension – which may only be done once and for no more than two months – or fails to dismiss the member concerned – subject to the provisions of the preceding sentence – within three months of the suspension resolution, the member of the Executive Board concerned shall be reinstated in his office.
A member of the Executive Board who is suspended shall be given the opportunity to account for himself to the Supervisory Board and to have a legal counsel assist him in this.
16.5In the event of the absence or incapacity of one or more members of the Executive Board, the other members of the Executive Board or the other sole member of the Executive Board shall be temporarily charged with the entire management.
In the event of the absence or incapacity of all members of the Executive Board or of the sole member of the Executive Board, the Supervisory Board shall be temporarily charged with the management; in that case, the Supervisory Board shall be authorized to appoint one or more temporary managers.
In the event of incapacity, the Supervisory Board shall take the necessary measures as soon as possible in order to provide for definitive appointments.
16.6The Executive Board shall meet as often as requested by a member of the Executive Board.
16.7Subject to these Articles of Association, the Executive Board may draw up rules governing its internal affairs. Adoption as well as amendment of such rules requires the approval of the Supervisory Board. The members of the Executive Board may moreover divide their tasks among themselves, by virtue of rules or otherwise; this division shall require the approval of the Supervisory Board.

Approval of resolutions of the Executive Board.

Investment plan.
Article 17.

17.1Resolutions of the Executive Board as referred to in Article 2:164 Civil Code, as well as any other resolutions which the Supervisory Board after consultation of the Executive Board indicates to be subject to the approval of the Supervisory Board, shall be subject to the approval of the Supervisory Board.
17.2Without prejudice to any of the provisions referred to elsewhere in these Articles of Association resolutions of the Executive Board with regard to an important change in the identity or character of the Company or the enterprise shall be subject to the approval of the General Meeting; these include in any event:
  1. transfer of the enterprise or almost the entire enterprise to a third party;
  2. entry into or termination of any long-term cooperation by the Company or a subsidiary of the Company with another legal entity company or partnership, or as fully liable partner in a limited or general partnership, if such cooperation or termination thereof is of far-reaching significance to the Company;
  3. acquisition or disposal by the Company, or a subsidiary of the Company, of a participating interest in the capital of a company with a value of at least one third of the amount of the assets as shown on the balance sheet with explanatory notes or, if the Company prepares a consolidated balance sheet, as shown on the consolidated balance sheet with explanatory notes according to the most recently adopted annual accounts of the Company.
17.3Each year, prior to a date to be determined by the Supervisory Board, the Executive Board shall draw up an operating plan including the investments envisaged for that year, also including companies in which the Company has a direct or indirect interest, and submits this plan for approval to the Supervisory Board.

Representation.
Article 18.

18.1In as far as not otherwise provided by law, the Executive Board is authorized to represent the Company. Each member of the Executive Board is also authorized to represent the Company.
18.2In the event that a member of the Executive Board privately enters into a contract with the Company or is privately involved in any legal proceedings against the Company, the Company shall be represented in this respect by a person to be appointed for this purpose by the Supervisory Board, unless the General Meeting of Shareholders appoints a person for this purpose.
In the event that a member of the Executive Board has a conflicting interest with the Company in any way other than as described in the preceding sentence, he shall be entitled to represent the Company, as shall each of the other members of the Executive Board.

Supervisory Board.
Article 19.

19.1The Company has a Supervisory Board consisting of natural persons; the Supervisory Board determines the number of its members, which shall at least be five, with the proviso that the Supervisory Board may only set the number of its members at more than eight with the approval of the General Meeting. If there are less than five members on the Supervisory Board, this Board shall immediately take measures to increase the number of members; the Supervisory Board shall meanwhile remain legally constituted.
19.2The task of the Supervisory Board is to supervise the management of the Executive Board and the general affairs of the Company and its business.
The Supervisory Board shall assist the Executive Board with advice. In the fulfilment of their tasks, the members of the Supervisory Board shall be guided by the interests of the Company and its business. The Executive Board shall provide the Supervisory Board in time with such information as may be required for the fulfilment of its tasks.
The Executive Board shall inform the Supervisory Board in writing at least once a year of the key elements of the strategy, the general and financial risks and the management and control systems of the Company.
19.3Members of the Supervisory Board cannot be:
  1. persons employed by the Company;
  2. persons employed by a dependent company;
  3. members of the managing board and employees of an employees’ organisation which is normally involved in establishing the terms of employment of the persons referred to in a and b.
19.4The Supervisory Board shall draw up a profile for its size and composition, taking into account the nature of the enterprise, its activities and the requisite expertise and background of the members of the Supervisory Board. The Supervisory Board shall discuss the profile and any change thereto in the General Meeting and with the Works Council as referred to in Article 2:158 paragraph 11 Civil Code (hereinafter referred to as the Works Council).
19.5The members of the Supervisory Board shall be appointed by the General Meeting on the basis of the Supervisory Board’s nomination; in the event referred to in the last sentence of paragraph 10 of this article, the appointment shall be made by the Supervisory Board.
The Supervisory Board shall inform the General Meeting and the Works Council simultaneously of its nomination.
19.6The General Meeting and the Works Council may recommend to the Supervisory Board persons to be nominated as members of the Supervisory Board. The Supervisory Board shall for that purpose inform them in due time when, for what reason and according to which profile a vacancy is to be filled. If the enhanced right of recommendation referred to in paragraph 8 of this Article applies, the Supervisory Board shall also inform the General Meeting and the Works Council thereof.
19.7All recommendations for appointment or re-appointment as a member of the Supervisory Board must, supported by reason, state the reasons for the appointment as well as the name of the recommended person and the information referred to in Article 142, paragraph 3, Book 2, Civil Code. In the case of a reappointment, the manner in which the candidate has performed his tasks as member of the Supervisory Board shall be taken into account.
19.8With regard to one third of the number of members of the Supervisory Board, the Supervisory Board shall place a person recommended by the Works Council on the nomination, unless the Supervisory Board objects to the recommendation on the grounds that the person recommended is expected to be unsuitable for the fulfilment of the duties of member of the Supervisory Board or that the Supervisory Board will not be suitably composed when the appointment is made as recommended. If the number of members of the Supervisory Board cannot be divided by three, the nearest lower number that can be divided by three will be the basis for determining the number of members to which this enhanced right of recommendation applies.
19.9If the Supervisory Board raises an objection against a person recommended by the Works Council by using the right referred to in the previous paragraph, it will inform the Works Council of that objection and the reasons for it. The Supervisory Board shall institute consultations with the Works Council without delay with a view to reaching an agreement on the nomination. If the Supervisory Board determines that no agreement can be reached, a representative of the Supervisory Board designated for that purpose shall apply to the Enterprise Division of the Amsterdam Court of Appeal to uphold the objection. The application my not be filed until four weeks have lapsed since the consultations with the Works Council commenced. The Supervisory Board shall place the person recommended on the nomination if the Enterprise Division declares the objection unfounded. If the Enterprise Division upholds the objection, the Works Council may make a new recommendation in accordance with the provisions of paragraph 8.
19.10The General Meeting may reject the nomination with an absolute majority of the votes cast, representing at least one third of the issued capital. The provisions of Article 2:158 paragraph 9 Civil Code shall apply to the convening of a new General Meeting to appoint the nominated person. If the nomination is rejected the Supervisory Board shall draw up a new nomination. Paragraphs 6 to 9 (inclusive) of this Article shall apply. If the General Meeting does not appoint the person nominated and does not resolve to reject the nomination, the Supervisory Board shall appoint the person nominated.

Vacancies in the Supervisory Board.
Article 20.

20.1In the event of the absence of all members of the Supervisory Board, other than as a consequence of Article 22, the appointment shall be made by the General Meeting.
20.2The Works Council may recommend persons for appointment as a member of the Supervisory Board. The person convening the General Meeting of Shareholders shall in due time inform the Works Council that the subject of the appointment of the members of the Supervisory Board will be considered at the General Meeting, specifying whether the appointment is taking place in accordance with the Works Council’s right of recommendation pursuant to Article 19, paragraph 8.
20.3Article 19 paragraphs 8 and 9 shall apply mutatis mutandis.

Resignation by members of the Supervisory Board.
Article 21.

21.1A member of the Supervisory Board is appointed for a period to be determined by the Supervisory Board. The term of appointment ends at the latest with effect from the closing of the first General Meeting held after a period of four years has expired since his last appointment as member of the Supervisory Board.
A member of the Supervisory Board shall be immediately eligible for re-appointment. Subject to the provisions of this paragraph, the Supervisory Board shall draw up a rotation schedule. A member of the Supervisory Board can be dismissed or suspended in the manner described in the second and third paragraphs, respectively, of Article 161, Book 2, Civil Code.
21.2A member of the Supervisory Board who has been appointed to fill an interim vacancy shall take the place of his predecessor in respect of the time of resignation, unless otherwise determined at the time of the appointment.
21.3The Supervisory Board may determine that one or more of its members shall have access to all facilities used by the Company and shall be entitled to inspect all books, documents and other data carriers and to be notified of all actions that have taken place or shall be entitled to exercise part of these powers.

Withdrawal of confidence in the Supervisory Board.
Article 22.

22.1The General Meeting may withdraw its confidence in the Supervisory Board by an absolute majority of votes cast, representing at least one third of the issued share capital.
If less than one third of the issued share capital is represented at the meeting, no new meeting may be convened.
The resolution to withdraw confidence in the supervisory board shall specify the reasons for the resolution. The resolution may not be passed with regard to members of the Supervisory Board appointed by the Enterprise Division in accordance with paragraph 3.
22.2A resolution as referred to in paragraph 1 shall not be passed until the Executive Board has notified the Works Council of the proposed resolution and the reasons for it. The notification shall take place at least thirty days before the General Meeting at which the proposal is to be dealt with. If the Works Council determines a view on the proposal, the Executive Board shall inform the Supervisory Board and the General Meeting of that view. The Works Council may arrange for its view to be explained at the General Meeting.
22.3The resolution referred to in paragraph 1 shall result in the immediate dismissal of the members of the Supervisory Board. On passing the resolution, the Executive Board shall apply without delay to the Enterprise Division of the Amsterdam Court of Appeal to appoint one or more members of the Supervisory Board on a temporary basis. The Enterprise Division shall provide for the effects of the appointment.
22.4The Supervisory Board shall use its best efforts to ensure that a new Supervisory Board is composed within the period set by the Enterprise Division and in accordance with Article 19.

Article 23.

23.1The Supervisory Board shall appoint a Chairman and Vice-Chairman from among its members. The Supervisory Board shall be assisted by the Company Secretary.
The Supervisory Board may furthermore charge one or more members of the Supervisory Board with specific tasks and grant an additional remuneration for this.
23.2All resolutions of the Supervisory Board shall be adopted by an absolute majority of votes. In the event of a tie vote, the Chairman of the Supervisory Board shall have a casting vote.
23.3Subject to the provisions of the next paragraph of this Article, the Supervisory Board may not adopt any resolutions if the majority of the members of the Supervisory Board is not present or represented.
23.4The Supervisory Board may also take resolutions outside a meeting, provided that such resolutions are adopted in writing, by cable, by electronic device, by telefax, by telephone or by means of videoconferencing, and provided that the matter in question has been brought to the attention of all members of the Supervisory Board, no member of the Supervisory Board has objected to this means of resolving, all members of the Supervisory Board have participated in the decision making, and in case of a meeting by telephone or by means of video conferencing all members of the Supervisory Board are able to hear each other simultaneously.
23.5Members of the Executive Board must attend the meetings of the Supervisory Board if they are invited to do so and must provide all information that is requested.
The Supervisory Board shall ensure that the members of the Executive Board are summoned to its meetings in time.
The Supervisory Board moreover can admit such other officers to its meeting as the Board shall deem advisable.
23.6In the fulfilment of its tasks, the Supervisory Board may use the assistance of one or more experts for the account of the Company.

Remuneration.
Article 24.

24.1The policy with regard to the Executive Board’s remuneration shall be adopted by the General Meeting at the proposal of the Supervisory Board. Simultaneously with its submission to the General Meeting, the proposal for the remuneration policy shall be presented in writing to the Works Council(s) designated by law.
24.2The remuneration of the members of the Executive Board shall be determined by the Supervisory Board in accordance with the policy referred to in the first paragraph.
The Supervisory Board shall submit to the General Meeting for its approval a proposal with regard to arrangements for remuneration of the Executive Board in the form of shares or rights to subscribe for shares. The proposal shall at least set out the maximum number of shares or rights to subscribe for shares to be granted to the Executive Board and the applicable criteria for such grant or for any change thereto. A lack of approval by the General Meeting shall not affect the representative authority of the Supervisory Board.
24.3The General Meeting may grant a remuneration to the members of the Supervisory Board.
24.4Unless Dutch law provides otherwise, the following shall be reimbursed to members of the Executive Board and members of the Supervisory Board as well as former members of the Executive Board and former members of the Supervisory Board:
  1. the reasonable costs of conducting a defence against claims based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at the Company’s request;
  2. any damages or fines payable by them as a result of an act or failure to act as referred to under a;
  3. the reasonable costs of appearing in other legal proceedings in which they are involved as member of the Executive Board or member of the Supervisory Board or as former member of the Executive Board or former member of the Supervisory Board, with the exception of proceedings primarily aimed at pursuing a claim on their own behalf.
There shall be no entitlement to reimbursement as referred to above if and to the extent that (a) it has been established by the competent court in a final and conclusive decision that the act or failure to act of the person concerned may be characterised as wilful (“opzettelijk”), intentionally reckless (“bewust roekeloos”) or seriously culpable (“ernstig verwijtbaar”) conduct, unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness or (b) the costs or financial loss of the person concerned are covered by an insurance and the insurer has paid out the costs or financial loss or (c) the acts or failures to act as referred to under (i) have taken place before the first day of January two thousand and five. The Company may take out liability insurance for the benefit of the persons concerned. The Supervisory Board may with respect to members of the Executive Board and the Executive Board may with respect to members of the Supervisory Board by agreement or otherwise give further implementation to the above.

General Meetings of Shareholders.
Article 25.

25.1The Annual General Meeting shall be held before the first of July.
25.2The agenda for this Meeting shall include the following items:
  1. the discussion of the written annual report of the Executive Board in respect of the affairs of the Company and the conducted management;
  2. discharge of the members of the Executive Board for its management during the previous financial year;
  3. discharge of the members of the Supervisory Board for their supervision during the previous financial year;
  4. the adoption of the annual accounts and – subject to Article 32 – the allocation of profits;
  5. the Company’s reserves and dividends policy;
  6. if applicable, the proposal to pay a dividend.
The items referred to under a up to and including f do not have to be placed on the agenda in the event that the term for preparing the annual accounts has been extended or if the agenda contains a proposal to extend this term subject to Article 31, paragraph 2.
The other items placed on the agenda subject to Article 26, paragraph 3 shall also be dealt with in this meeting.
25.3Extraordinary General Meetings shall be held as often as deemed necessary by the Executive Board and/or the Supervisory Board, without prejudice to the provisions of Articles 110, 111 and 112, Book 2, Civil Code.
25.4Written requests as referred to in Article 110, paragraph 1 and Article 114a, paragraph 1, Book 2, Civil Code, may be submitted electronically. Requests as referred to in Article 110, paragraph 1 and Article 114a, paragraph 1, Book 2 Civil Code shall comply with conditions stipulated by the Board of Management subject to the approval of the Supervisory Board, which conditions shall be posted on the company's website.
25.5Within three months after the Board of Management deems it likely that the equity of the Company has fallen to an amount equal to or lower than half of the paid up and called in part of the capital, a General Meeting shall be held to discuss the measures to be taken, if any.

Article 26.

26.1The General Meetings shall be held in The Hague, Utrecht, Amsterdam or Bunnik.
26.2All notices of General Meetings and in general all notifications to shareholders and holders of depositary receipts shall be given by one or more members of the Board of Management or one or more members of the Supervisory Board by placing advertisements in at least one national newspaper and in the Official Daily List of the limited liability company established in Amsterdam: Euronext Amsterdam N.V., unless these Articles of Association state otherwise. Holders of registered shares shall moreover be called to a meeting by means of a written notice, sent to the addresses referred to in Article 11. Failure to receive a notice as referred to in the previous sentence may not be used to dispute the validity of the meeting.
The Board of Management may, subject to the approval of the Supervisory Board decide that the notification and/or written notice as referred to in the previous sentence (i) in respect of a person entitled to attend General Meetings pursuant to registered shares, who agrees thereto, is replaced by a legible and reproducible message sent by electronic mail to the address indicated by him to the company for such purpose and/or (ii) in respect of persons entitled to attend General Meetings pursuant to bearer shares, is replaced by an announcement on the company's website.
26.3The notice shall include the agenda, unless the agenda is kept available for inspection at the office of the Company and this is stated in the notice, also stating that the agenda can be obtained free of charge by shareholders and holders of depositary receipts.
However, a proposal to amend the Articles of Association or to reduce the capital must always be stated in the notice.
The notice for a meeting in which a proposal to reduce the capital shall be made, shall moreover state the objective of the capital reduction and the manner in which this shall be effected.
In case of a proposal to amend the Articles of Association or to reduce the capital, a copy of the proposal containing the full text of the proposed amendment of the Articles of Association or the objective of the capital reduction and the way in which this shall be effected, shall be kept available for inspection – together with the notice – by each shareholder and holder of depositary receipts at the office of the Company and at such places as shall be stated in the notice, until the end of the General Meeting in which the resolution on this proposal has been adopted. The copies shall be available without charge for shareholders and holders of depositary receipts in said places.
No valid resolutions can be adopted in respect of proposals for which the above provisions of this paragraph have not been complied with and which are not announced subsequently in the manner set forth above and subject to the term stated for the notice.
26.4One or more shareholders and/or holders of depository receipts for shares issued with the cooperation of the Company, representing at least one-hundredth of the issued share capital or representing at least a value of at least fifty million euro (EUR50,000,000) may request the Executive Board or the Supervisory Board at least sixty days before the day on which the meeting will be held to include an item on the agenda. The Supervisory Board and the Executive Board may decide not to place items so requested on the agenda in the event they are of the opinion that doing so would be detrimental to vital interests of the Company.
26.5The notice shall be given at least fourteen days prior to the date of the meeting, not including the date of the notice and the date of the meeting.

Admittance to the General Meeting.
Article 27.

27.1The Executive Board may determine that as persons holding the right to vote and having the right attend meetings will be those persons who (i) as per a certain date, determined by the Executive Board, shall have those rights or pursuant to paragraph 5 are considered to have such rights, such date hereinafter referred to as: the “record date”, and (ii) who are as such registered in a register (or one or more parts thereof) designated thereto by the Executive Board, hereinafter referred to as: the “register”, in as far as (iii) at the request of such qualified person, the holder of the register has given notice in writing to the Company prior to the General Meeting, that the qualified person has the intention to attend the General Meeting, regardless of who is a shareholder or is considered to be shareholder at the time of the General Meeting. The notice will contain the name and the number of shares the qualified person will represent in the General Meeting. The provision above under (iii) about the notice to the Company also applies to the proxyholder of a qualified person.
27.2The record date mentioned in paragraph 1 and the date mentioned in that paragraph at which the notice in writing that the qualified person has the intention to attend the General Meeting has to be given at the latest, cannot be determined earlier than on a certain time on the thirtieth day and not later than on the third day prior to the date of the General Meeting. The notice of the General Meeting shall, where applicable, contain those times, the place of meeting and the proceedings for registration.
27.3In case the Executive Board exercises its right as determined in paragraph 1, those who have a proxy shall give their proxy to the holder of the register prior to the notification described in paragraph 1. The holder of the register will send the proxies together with the notification to the Company as described in paragraph 1, sub (iii). The Executive Board may resolve that the proxies of holders of voting rights will be attached to the attendance list.
27.4To the extent that the Board of Management makes use of its right as referred to in paragraph 1 of this Article, the Board of Management may, subject to the approval of the Supervisory Board decide that persons entitled to attend General Meetings of Shareholders and vote thereat may, within a period prior to the General Meeting to be set by the Board of Management, which period cannot begin prior to the registration date as meant in paragraph 2 of this Article, cast their votes electronically in a manner to be decided by the Board of Management. Votes cast in accordance with the previous sentence are equal to votes cast at the meeting. The Board of Management may, subject tot the approval of the Supervisory Board, attach conditions to the use of the electronic means of communication.
27.5With regard to the freely available documents and information as referred to in Article 26, paragraph 3 the right to attend a General Meeting of Shareholders, to address the General Meeting of Shareholders and with respect to the voting rights of persons entitled to the joint deposit the Company shall regard as shareholder the person mentioned in the written statement of the affiliated institution hereinafter mentioned. The declaration of the affiliated institution states that the number of bearer shares mentioned in that declaration belongs to its joint deposit and that the person mentioned in that declaration is participant with respect to the numbers of bearer shares stated therein. In the case the Executive Board shall exercise the right mentioned in paragraph 1, the declaration of the affiliated institution shall state that the person mentioned in the declaration shall be participant for the mentioned number of shares in the joint deposit till the record date mentioned in paragraph 1. In the case the Executive Board shall not exercise the right mentioned in paragraph 1, the declaration of the affiliated institution shall state that the person mentioned in the declaration shall be participant for the mentioned number of shares in the joint deposit till at the end of the General Meeting of Shareholders. The mentioned declaration shall be submitted at the latest on the date mentioned in the notice. In the case the Executive Board shall exercise the right mentioned in paragraph 1, the declaration shall be delivered to the holder of the register before the notice mentioned in that paragraph shall occur. The holder of the register shall send the delivered declarations together with the mentioned notice in writing in paragraph 1, sub (iii) to the Company. In the case the Executive Board shall not exercise the right mentioned in paragraph 1, the declaration shall be delivered to the Executive Board. The foregoing applies correspondingly to persons who are entitled to attend general meetings of shareholders deriving their right from bearer shares.
27.6Before they are admitted to a meeting, shareholders, holders of depositary receipts or their proxies must sign an attendance list stating their name. In case of a proxy holder of a shareholder or holder of depositary receipts, the name (names) of the person(s) for whom the proxy holder is acting shall also be stated.
27.7The Board of Management may, subject to the approval of the Supervisory Board, decide that each person entitled to attend General Meetings may by electronic means of communication directly take note of the business transacted at a General Meeting.
The Board of Management may, subject to the approval of the Supervisory Board, decide that each person entitled to attend General Meetings and vote thereat may, either in person or by written proxy, vote at that meeting by electronic means of communication, provided that such person can be identified through the electronic means of communication and furthermore provided that such person can directly take note of the business transacted at the General Meeting concerned. The Board of Management may, subject to the approval of the Supervisory Board, attach conditions to the use of the electronic means of communication, which conditions shall be announced at the convocation of the General Meeting and shall be posted on the company's website.
27.8The notice calling the meeting shall always mention the formalities mentioned in this Article with respect to the attendance of such General Meeting in so far as this is required for shareholders and holders of depositary receipts for shares to exercise their rights. Furthermore the notice calling the meeting shall mention the conditions attached to the use of the electronic means of communication mentioned in this Article and these conditions shall be posted on the company's website.

Article 28.

28.1The General Meeting shall be chaired by the Chairman of the Supervisory Board or, in his absence, by the Vice-Chairman of the Supervisory Board.
In the event that the Vice-Chairman of the Supervisory Board is also absent, the meeting shall be chaired by one of the other members of the Supervisory Board, appointed for this purpose by the members of the Supervisory Board present at the meeting.
In the absence of all members of the Supervisory Board, the meeting shall be chaired by a member of the Executive Board, appointed by the members of the Executive Board present at the meeting. If the Company has a sole manager, he shall chair the meeting.
In the absence of all members of the Executive Board or of the sole manager, the meeting shall appoint its own Chairman. The Chairman shall appoint the Secretary.
28.2Minutes shall be kept of the proceedings of every meeting, unless a notarial record is drawn up. The minutes shall be adopted and signed in evidence of their adoption by the Chairman and Secretary of the meeting concerned, or adopted by a subsequent meeting; in this latter case, the minutes shall be signed in evidence of their adoption by the Chairman and Secretary of this subsequent meeting.
28.3The record of the General Meeting shall be made available, on request, to shareholders, no later than three months after the end of the meeting, after which the shareholders shall have the opportunity to react to the record in the following three months. The record shall be adopted in the manner as described in the previous paragraph. In the event that a notarial record is prepared of the proceedings at the meeting the previous paragraph is not applicable. Such notarial record shall be drawn up within three months after the meeting and made available at request to the shareholders.
28.4A certificate, signed by the Chairman and the Secretary of the General Meeting confirming that the General Meeting has adopted a particular resolution, shall constitute evidence of such resolution vis-à-vis third parties.
28.5Every member of the Executive Board, every member of the Supervisory Board and the Chairman of the meeting are at all times authorized to order that a notarial record be drawn up at the expense of the Company.
The minutes or the notarial record, as the case may be, shall state the number of shares represented at the meeting and the number of shares to be cast on the basis of the attendance list referred to in Article 27, paragraph 6; this attendance list shall not be part of the notarial record or the minutes, as the case may be, and shall not be made available to a shareholder or holder of depositary receipts, unless the shareholder or the holder of depositary receipts shows that he has a reasonable interest in examining the correct proceedings of the meeting concerned.
After the notarial record has been executed or the minutes have been adopted by the Chairman and Secretary of the meeting concerned, as the case may be, the notarial record or the minutes, as the case may be, shall be kept available at the office of the Company for inspection by the shareholders and holders of depositary receipts.
28.6All matters relating to admittance to the General Meeting, exercising voting rights and the results of the votes and all other matters relating to the proceedings of the meeting shall be decided upon by the Chairman of the meeting concerned, without prejudice to the provisions of Article 13, paragraphs 3 and 4, Book 2, Civil Code.
28.7The Chairman of the meeting concerned shall be authorized to admit also persons other than shareholders, holders of depositary receipts and their proxies to the General Meeting.

Article 29.

29.1At the General Meeting, each share confers the right to cast one vote.
29.2Blank votes and invalid votes shall be deemed not to have been cast.
29.3Shareholders may be represented at the meeting by written or electronic proxy.
29.4All resolutions shall be adopted by an absolute majority of votes, unless a larger majority is explicitly prescribed.
29.5The Chairman determines the voting manner, which may include the possibility of voting by acclamation.
29.6In the event that no absolute majority is obtained in the first vote on the election of persons, a second free vote shall take place. In the event that again no absolute majority is obtained in this second vote, a further vote shall take place between the two persons who obtained the most votes. In the event that more than two persons qualify for the further vote because they obtained the same number of votes, an interim vote shall decide which two persons shall participate in the further vote or who shall participate in the further vote together with the person who obtained the largest number of votes. In the event that there is a tied vote in a further vote as referred to in the preceding sentence or in a final vote, the decision shall be by lot.
29.7In the event of a tied vote on a proposal in respect of business – including the recommendation or dismissal of persons – the proposal shall be deemed to be rejected.
29.8Every holder of depositary receipts shall be entitled to attend the General Meeting, either in person or by written or electronic proxy, and to speak at the Meeting but not to cast a vote, with the proviso that this latter provision does not apply to beneficiaries of a right to usufruct or pledge in respect of shares who have been made equal to holders of depositary receipts in Article 14 and who have been granted the voting rights in respect of those shares in accordance with the statutory provisions concerned.

Meetings of holders of ordinary shares and meetings of holders of preference shares.
Article 30.

30.1A meeting of holders of ordinary shares, cumulative preference B shares or a particular series or subseries of funding preference shares shall be convened as often as deemed necessary by the Executive Board and/or the Supervisory Board, as often as a resolution of that meeting is required pursuant to the Articles of Association and as often as requested in writing by one or more holders of at least ten percent (10%) of the issued share capital in the form of ordinary shares, cumulative preference B shares or a specific series or sub-series of funding preference shares to the Executive Board and the Supervisory Board, stating the subjects to be dealt with.
In the event that after receipt of a request as referred to in the preceding sentence, the Executive Board and the Supervisory Board both fail to call a meeting in such a way that this meeting is held within four weeks of said receipt, the person(s) requesting the meeting shall be authorized to call the meeting, subject to the provisions in these Articles of Association in this respect.
30.2In respect of the meeting of holders of cumulative preference B shares or of holders of a particular series or sub-series of funding preference shares, the notices shall be given in writing to the addresses referred to in Article 11 and in respect of the meeting of holders of ordinary shares the provisions of Article 23, paragraph 2 shall apply accordingly, all this subject to a notice term of at least fourteen days, not including the date of the notice and the date of the meeting.
The notice shall state the subjects to be dealt with.
The meeting shall appoints its own Chairman and Secretary.
30.3Article 26, paragraph 1, Article 27, Article 28 paragraph 2, 5, 6 and 7 and Article 29 shall apply accordingly to the meetings referred to in paragraph 1.
30.4Valid resolutions may be adopted in a meeting in which the entire issued share capital in the form of cumulative preference B shares or the entire issued share capital in the form of funding preference shares of a particular series or sub-series is represented and provided that this is done unanimously, also in the event that the regulations in respect of the place of the meeting, the method of giving notice, the notice term and the inclusion in the notice of the subjects to be dealt with have not been complied with.
30.5Holders of cumulative preference B shares or holders of funding preference shares of a particular series or sub-series may also adopt all resolutions that they can adopt in a meeting, outside a meeting.
However, resolutions may only be adopted outside a meeting if the request to that effect is made by a member of the Executive Board or a member of the Supervisory Board, if all holders of cumulative preference B shares or funding preference shares of a particular series or sub-series have expressed their opinion on the proposal in writing and provided that at least as many holders of cumulative preference B shares or of funding preference shares of a particular series or sub-series have stated that they are in favour of the proposal as may be required to adopt the proposal in a meeting of holders of cumulative preference B shares or of funding preference shares of a particular series or sub-series, in which valid votes have been cast for the entire issued share capital in the form of cumulative preference B shares or of funding preference shares of a particular series or sub-series and none of the holders of cumulative preference B shares or of funding preference shares of a particular series or sub-series has objected against this manner of adopting the resolution.
The Chairman of the Supervisory Board shall notify the resolution in the minutes register of the meeting of holders of cumulative preference B shares or of funding preference shares of a particular series or sub-series, which notification shall be signed by the Chairman of the Supervisory Board and read in the subsequent meeting of holders of cumulative preference B shares or of funding preference shares of a particular series; the documents showing the resolution shall moreover be kept in the minutes register.
30.6 The Board of Management may, subject to the approval of the Supervisory Board, decide that written resolutions as referred to in paragraph 5 of this Article can be adopted by electronic means of communication. The Board of Management may, subject to the approval of the Supervisory Board attach conditions to the use of the electronic means of communication by which votes can be cast, which conditions shall be posted on the company's website.

Financial year. Annual accounts.
Article 31.

31.1The financial year shall coincide with the calendar year.
31.2Every year, within five months of the end of each financial year – unless this term is extended by a maximum term of six months by the General Meeting on the grounds of exceptional circumstances – the Executive Board shall draw up the annual accounts and make these annual accounts available at the office of the Company for inspection by the shareholders and holders of depositary receipts. The Executive Board also sends the annual accounts to the Works Council.
The Executive Board shall also submit the annual report within this term.
The annual accounts shall be accompanied by the Auditors’ Statement referred to in Article 393, Book 2, Civil Code, the annual report and the supplementary data referred to in Article 392, paragraph 1, Book 2, Civil Code, however, only in as far as the provisions in this latter Article in respect of the supplementary data apply to the Company.
The annual accounts shall be signed by all members of the Executive Board and all members of the Supervisory Board; in the event that the signature of one of them is missing, the reason for this shall be stated in the documents.
31.3The Executive Board shall ensure that the drawn up annual accounts, the annual report and the supplementary data referred to in paragraph 2, are kept available at the office of the Company, from the date of the notice calling the General Meeting in which these documents shall be dealt with.
The shareholders and holders of depositary receipts can inspect these documents at the above places and obtain a copy free of charge. Third parties can obtain a copy at cost at the above places.
31.4The General Meeting adopts the annual accounts.
31.5The annual accounts cannot be adopted in the event that the General Meeting was unable to inspect the Auditors’ Statement that has to be included with the annual accounts, unless a legal ground for the absence of this statement is given in the supplementary data.

Article 32.

32.1The Company may only pay distributions to the shareholders in as far as its equity exceeds the value of the paid up and called in part of the capital plus the reserves that must be maintained by law or the Articles of Association.
32.2Profit distributions shall be made after adoption of the Annual Accounts showing that such distribution is permitted.
32.3From the profit obtained in any financial year, first of all and if possible, the percentage referred to below of the compulsory amount paid up on the cumulative preference B shares at the start of the financial year for which the distribution is made, shall be paid on the cumulative preference B shares. The percentage referred to above equals the average value of the EURIBOR-percentages for short-term loans with a duration of twelve months – weighted on the basis of the number of days during which these percentages applied – during the financial year for which the distribution is made, increased by one percentage point; EURIBOR refers to the Euro Interbank Offered Rate.
In the event that in the financial year for which the above distribution is made the compulsory amount paid up on the cumulative preference B shares was reduced or, pursuant to a resolution to additional payment, increased, the distribution shall be reduced or, if possible, increased by an amount equal to the above percentage of the amount of the reduction or increase, calculated from the time of the reduction or from the time the additional payments became compulsory.
In the event that in the course of any financial year cumulative preference B shares were issued, the dividend on the cumulative preference B shares for that financial year shall be proportionally reduced to the date of issue, in which part of a month shall be calculated as a whole month.
In the event that and in as far as the profits are insufficient to make the distribution referred to above in this paragraph in full, the deficit shall be paid from the free distributable reserves, with the exception of the free distributable reserves formed in the issue of funding preference shares.
32.4In the event of cancellation with repayment of cumulative preference B shares, a distribution shall be made on the cancelled cumulative preference B shares on the day of repayment, which distribution shall as far as possible be calculated in accordance with the provisions of paragraph 3 and paragraph 5 of this Article, namely to be calculated for the period starting from the day for which distribution as referred to in paragraph 3 and paragraph 5 was made for the last time – or, if the cumulative preference B shares were issued after such a day: from the day of issue – to the day of repayment, with the proviso that all (interim) dividends paid for that period on the cumulative preference B shares shall be deducted from such distribution, all this without prejudice to the provisions of Article 8, paragraph 5.
32.5In the event that in any financial year the profits referred to in paragraph 3 are insufficient to make the distributions referred to above in this Article and moreover no distribution or only a partial distribution is made from the reserves as referred to in paragraph 3, in such a way that the deficit has not been paid or has not been paid in full, the above provisions of this Article and the provisions in paragraphs 6, 9 and 10 shall only apply in subsequent financial years after the deficit has been made up.
32.6
  1. Subsequently and if possible, on each funding preference share of a particular (sub)series a dividend is paid, with due observance of the provisions stated hereinafter in this paragraph, equal to a percentage of the nominal value of the relevant funding preference share at the beginning of the relevant financial year, increased by the amount of share premium paid on the funding preference share of the relevant (sub)series at the time of first issuance of funding preference shares of the relevant (sub)series, less any payment made on each funding preference share concerned against the reserve formed as share premium in the issue of funding preference shares of the relevant (sub)series, prior to the relevant financial year. In the event during the course of the financial year on the relevant funding preference shares a distribution has been made against the reserve formed as share premium in the issue of funding preference shares of the relevant (sub)series, or a partial repayment on such shares has been made, the amount of the distribution is reduced pro rata temporis in the proportion of the amount of the distribution against the share premium reserve and/or the repayment in relation to the amount referred to in the first sentence of this sub a. The percentage referred to in the first sentence of this sub a has been related to the reference interest as hereinafter in this paragraph under sub b described, calculated and determined in the manner as set forth below and applies for a period as determined in the next sentence of this sub a. The period as referred to in the previous sentence for each of the hereinafter mentioned series funding preference shares amounts to the period as mentioned after the relevant series:
    1. series FP1 and FP5: five years;
    2. series FP2 and FP6: six years;
    3. series FP3 and FP7: seven years; and
    4. series FP4 and FP8: eight years.
  2. The dividend percentage for the funding preference shares of a particular series is calculated for each of the hereinafter mentioned series of funding preference shares in the manner as mentioned after the relevant series:
    1. series FP1 up to and including series FP4: the calculation of the percentage of the dividend shall be made by taking the mathematical average of the effective return of the government bonds in the name of the State of the Netherlands in euro with a (remaining) term that is aligned as closely as possible with the term of the relevant series as mentioned in the last sentence of this last paragraph under a, as determined by the Central Bureau of Statistics and published in the Official Price List of the limited liability company established in Amsterdam: Euronext Amsterdam N.V. over the last five stock exchange days preceding the day which funding preference shares of the relevant (sub)series are issued, increased by two percentage points. If the effective return on these government bonds has not been determined by the Central Bureau of Statistics or is not published in the aforementioned Official Price List at the time of the calculation of the dividend percentage, the government bonds referred to above under b (i) of this paragraph will mean the government bonds in the name of the State of the Netherlands in euro with a (remaining) term that is aligned as closely as possible with the (remaining) term of the relevant (sub)series, the effective return of which has been determined by the Central Bureau of Statistics and has been published as mentioned hereinbefore, increased by two percentage points.
    2. series FP5 up to and including series FP8: the percentage of the dividend equals the average value of the EURIBOR-percentages for short-term loans with a duration of twelve months – weighted on the basis of the number of days during which these percentages applied – during the financial year for which the distribution is made, increased by two percentage points; EURIBOR refers to the Euro Interbank Offered Rate.
    If necessary, these percentages as hereinbefore in this sub b described, may be increased or reduced by a mark-up or mark-down to no more than three hundred basis points, depending on the market circumstances prevailing at the time and as may be determined by the Executive Board, subject to the approval of the Supervisory Board. This mark-up or mark-down may vary for each (sub)series of funding preference shares.
  3. For the first time on the first day of the calendar-month following the day on which the period as described in the last sentence of sub a shall have elapsed since the day on which the first funding preference shares of a particular (sub)series were issued for the first time and every period as described in the last sentence of sub a after that, the dividend percentage of all funding preference shares of the (sub)series concerned shall be adjusted to the dividend percentage at that time for the relevant (sub)series, described, calculated and determined as referred to in this paragraph sub b, if necessary increased or decreased by a maximum of three hundred basis points, depending on the market circumstances prevailing at the time, as may be determined by the Executive Board subject to the approval of the Supervisory Board. The mark-up or mark-down may vary for each (sub)series of funding preference shares.
  4. The order of ranking of the (sub)series funding preference shares is such that previously issued (sub)series take precedence over subsequently issued (sub)series, unless at the time of issue of subsequently issued (sub)series all holders of previously issued (sub)series have agreed to a higher order of ranking as funding preference shares of the subsequently issued (sub)series before the issue of such subsequently issued shares.
32.7In the event that the profits in any financial year are insufficient to make the distributions referred to above in paragraph 6 of this Article, the provisions of paragraphs 6, 9 and 10 shall only be applied in subsequent financial years after the deficit has been made up and after the above provisions of paragraphs 3 and 5 have been applied. Subject to the approval of the Supervisory Board, the Executive Board shall be authorized to decide to pay an amount equal to the deficit referred to in the preceding sentence from the free distributable reserves, with the exception of the free distributable reserves formed in the issue of funding preference shares. In the implementation of the provisions of this paragraph, the order of ranking as referred to in paragraph 6 of this Article shall apply.
32.8In the event that funding preference shares are issued during the course of a financial year, the dividend on the funding preference shares concerned for that financial year shall be proportionally decreased until the day of issue.
32.9Pursuant to a proposal of the Executive Board, the Supervisory Board shall determine which portion of the profit remaining after application of the provisions of the previous paragraphs shall be reserved.
32.10The portion of the profit remaining after application of the provisions of the previous paragraphs shall be at the disposal of the General Meeting, without prejudice to the provisions of paragraphs 5 and 7 of this Article and with the proviso that no further dividend payments shall be made on the preference shares.
32.11Subject to the approval of the Supervisory Board, the Executive Board shall be authorized to determine that a distribution on ordinary shares shall not be made in cash but in the form of ordinary shares or funding preference shares of a particular (sub)series or to determine that the holders of ordinary shares shall be given the option to take up a distribution in cash or in the form of ordinary shares or funding preference shares of a particular (sub)series or a combination thereof, all this in as far as the Executive Board in accordance with the provisions of Article 4 has been appointed as the body authorized to resolve upon the issue of such shares. Subject to the approval of the Supervisory Board, the Executive Board shall lay down the terms and conditions for such option.
32.12In the calculation of the profit distribution, the shares held by the Company in its capital shall not be taken into account, unless a right of pledge or usufruct has been established on these shares.
32.13Subject to the approval of the Supervisory Board, the Executive Board shall be authorized to distribute interim dividends for one or more categories of shares.
Payment of interim dividends shall only be possible if the requirement in paragraph 1 of this Article has been complied with as evidenced by an interim statement of assets and liabilities, drawn up in accordance with the statutory provisions.
32.14Subject to the approval of the Supervisory Board and subject to the provisions of paragraph 2 of this Article, the Executive Board may decide to make payments to holders of ordinary shares from one or more reserves, either in cash or in the form of funding preference shares of a particular (sub)series, or in ordinary shares or in a combination of this in proportion to each holding of ordinary shares, all this provided that the requirement in paragraph 1 of this Article has been complied with as evidenced by an (interim) capital statement drawn up in accordance with the statutory provisions. Payments cannot be made against the non-distributable reserve which is allocated to the convertible funding preference shares, series FP4, sub-series 1, all this without prejudice to the provisions of Article 8, paragraph 4 and Article 35, paragraph 2.
32.15In case of cancellation with repayment of a (sub)series of funding preference shares, a distribution shall be made on the cancelled funding preference shares of the (sub)series concerned, which distribution shall as much as possible be calculated in accordance with the provisions of paragraph 6 and paragraph 7, namely to be calculated pro rata temporis for the period starting on the day for which a distribution as referred to in paragraph 6 and paragraph 7 was made for the last time – or in the event that the funding preference shares were issued after this day: from the day of issue – and ending on the day of repayment, with the proviso that all (interim) dividends paid for that period on the funding preference shares shall be deducted from such distributions, all this without prejudice to the provisions in Article 8, paragraph 4.
32.16A deficit as referred to in Article 104, Book 2, Civil Code may only be made up out of the share premium formed in the issue of funding preference shares of a particular (sub)series if all other reserves have been exhausted. In the application of the provisions of this paragraph, applies as order of ranking that the deficit first is made up out of the share premium formed in the issue of funding preference shares of a particular (sub)series with the lowest order of ranking as referred to in paragraph 6 of this Article and subsequently made up out of the share premium formed in the issue of funding preference shares of a particular (sub)series with the thereafter lowest order of ranking as referred to in paragraph 6 of this Article and so on until the deficit has been made up.
A deficit as referred to in Article 104, Book 2, Civil Code may never be made up out of the non-distributable reserve which is allocated to the convertible funding preference shares, series FP4, sub-series 1.
32.17Distributions shall be payable as of a date determined by the Executive Board, which may differ for distributions on ordinary shares, for distributions on cumulative preference B shares, for distributions on funding preference shares and for distributions on various (sub)series of funding preference shares.
32.18The claim of the shareholder to distribution shall become null and void after five years following the start of the day after the day on which the claim became payable.

Resolutions to amend the Articles of Association or to dissolve the Company.
Article 33.
Resolutions to amend the Articles of Association or to dissolve the Company may only be adopted by the General Meeting pursuant to a proposal of the Executive Board and subject to the approval of the Supervisory Board.

Liquidation.
Article 34.

34.1In the event of the dissolution of the Company, the liquidation shall be carried out in accordance with the statutory provisions. During the liquidation procedure, the provisions of the Articles of Association shall, as far as possible, remain in force.
34.2The portion of the Company’s assets remaining after payment of all debts and after deduction of the liquidation costs shall be distributed as follows:
  1. first of all and as far as possible, the holders of cumulative preference B shares shall be paid the amount paid up on their cumulative preference B shares, increased by the deficit pursuant to Article 32 and increased by an amount equal to the percentage of the amount paid up on the cumulative preference B shares referred to in Article 32, calculated for the period starting on the first day of the last complete financial year elapsed prior to the dissolution and ending on the day of the payment on cumulative preference B shares referred to in this Article, with the proviso that all dividends paid for this period on the cumulative preference B shares shall be deducted from the distribution pursuant to this section;
  2. subsequently and as far as possible, each holder of funding preference shares shall be distributed, with due observance of the order of ranking as referred to in Article 32, paragraph 6:
    1. the nominal value of his funding preference shares, increased by an amount equal to the share premium paid up on his funding preference shares at the time of issue less which has been paid on or charged his funding preference shares against the share premium reserve or the non-distributable reserve allocated to the funding preference shares of the relevant (sub)series, prior to the day of distribution;
    2. an amount equal to the deficit pursuant to Article 32 in respect of the relevant funding preference shares for the complete financial years elapsed prior to the resolution to dissolve;
    3. an amount equal to the applicable percentage pursuant to Article 32 calculated for the period starting on the first day of the last complete financial year elapsed prior to there solution to dissolve and ending on the day of the distribution on the funding preference shares concerned referred to in this Article, with the proviso that all (interim) dividends paid for this period on the funding preference shares concerned shall be deducted from the distribution pursuant to this sub (iii).
    In the event that the remaining balance shall be insufficient to make the distributions referred to in this sub b, these distributions to holders of funding preference shares shall be made in proportion to the amounts that would have been paid if the remaining balance would have been sufficient for distribution in full; the above distribution on funding preference shares shall take place in such a way that the same amount shall be paid on all funding preference shares of a (sub)series;
  3. the remaining balance shall be paid to the holders of ordinary shares in proportion to the number of ordinary shares held by each of them.
34.3After the liquidation, the books and documents of the Company shall remain in custody of the person appointed for this purpose by the General Meeting for the period required by law.

Conversion of funding preference shares.
Article 35.

35.1Funding preference shares may be converted into ordinary shares at the request of the holder of such shares under such terms and conditions as the body authorized to issue shares subject to the approval of the Supervisory Board shall determine in the issue of the (sub)series funding preference shares concerned, unless in the issue of the (sub)series funding preference shares concerned it has been determined that the relevant (sub)series funding preference shares cannot be converted. These terms and conditions form a part of the resolution to issue.
35.2The non-distributable reserve which is allocated to the funding shares, series FP4, sub-series 1, may only be used at the occasion of a conversion of convertible funding preference shares, series FP4, subseries 1.
35.3In the event the number of issued funding preference shares that held by third parties is less than five percent of the number of issued ordinary shares held by third parties, the Board of Management has the power to convert these funding preference shares in ordinary shares, subject to the approval of the Supervisory Board, provided that it shall notify the holders of funding preference shares thereof in the manner as described in Article 26, paragraph 2 in conjunction with paragraph 3, first sentence, whereby the conversion shall take effect on the date the relevant advertisements are published respectively announcements are posted on the company's website.

Transitional provisions.
Article 36.

36.1As of the date on which the Executive Board reported to the Trade Register that a total of at least two hundred million (200,000,000) shares with a nominal value of ten euro cents (EUR0.10) each have been issued, Article 3, paragraph 1, shall read as follows:
“The authorized share capital of the Company amounts to one hundred million euro (EUR100,000,000) divided into:
  • four hundred million (400,000,000) ordinary shares with a nominal value of ten euro cents (EUR0.10) each;
  • five hundred million (500,000,000) cumulative preference B shares with a nominal value of ten euro cents (EUR0.10) each; and
  • one hundred million (100,000,000) cumulative preference F shares with a nominal value of ten euro cents (EUR0.10) each subdivided into eight series, designated as FP1 up to and including FP8, of eleven million two hundred and fifty thousand (11,250,000) cumulative preference F shares each, which series may be subdivided into sub-series as determined in paragraph 2, which sub-series shall be numbered consecutively, starting from 1.”
36.2With regard to the use of shareholders rights relating to a bearer share, the share must be registered on the share certificate referred to in Article 10, paragraph 3.

Article 37.
At the occasion of the amendment of the Articles of Association of the twenty-sixth of May two thousand and three the entire (free distributable) share premium reserve which has been formed in the issue of the convertible funding preference shares, series FP4, sub-series 1, which according to an interim statement of assets and liabilities as referred to in Article 105, Book 2, Civil Code and dated the thirty-first day of March two thousand and three, amounts to one hundred and sixty-one million seventy-one thousand four hundred thirty-one euro and fifty eurocent (EUR161,071,431.50), is converted into a non-distributable reserve, which may only be used at the occasion of a conversion of convertible funding preference shares, series FP4, sub-series 1.

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