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The Ordinary Shares can be transferred through the giro-based securities transfer system
of NECIGEF.
The Company shall confer on the entitled party a right to an Ordinary Share in the
following manner: (a) by having NECIGEF enable the Company to credit an Ordinary Share
to the Share Certificate, (b) by having the entitled party designate an associated
institutional crediting this party accordingly as participant in such institution's collective
deposit.
Ordinary Shares can at all time be converted into registered shares and vice versa. The
names of the holders of registered shares shall be entered into the Shareholders' Register.
In accordance with the provisions of Book 2 of the Netherlands Civil Code, the transfer of
a registered share in the Company's capital requires a deed of delivery and written
acknowledgement thereof by the Company or, alternatively, the serving of such deed on
the Company.
The Golden Share
The Association holds the Golden Share. Except for transfer of the Golden Share to the
Company, transfer of the Special Share can only take place with the approval of the Board
of Directors and the Supervisory Board. The proprietorship of the Golden Share gives the
Association right of approval with regard to certain decisions of the Board of Directors
(see 'Relationship with the Association').
Preference Shares
Preference Shares are issued exclusively for financing.
Preference Shares can be issued in the same way as Ordinary Shares, on the
understanding that there is no pre-emptive right. The authority of the Executive Board to
issue Preference Shares ends at the same time as its authority to issue Ordinary Shares,
and can be prolonged in the same way as applies to the Ordinary Shares.
Issue of shares and pre-emptive rights
Ordinary Shares can be issued following a decision of the Executive Board, which is
subject to approval by the Supervisory Board. The authority of the Executive Board
concerns all shares in the Company's authorised but not issued share capital at the time
of such decision or at any time in the future. The authority of the Executive Board to issue
Ordinary Shares ends on May 1, 2003, unless it is extended for a period of no more than
five years by the General Meeting of Shareholders. Should such an extension not be
granted, issuance of Ordinary Shares will take place following a resolution of the General
Meeting of Shareholders for a proposal by the Executive Board, subject to approval by the
Supervisory Board. The above applies mutatis mutandis to the granting of rights to
acquire shares, such as options and warrants, but not to the issue of shares issued
pursuant to the exercising of such rights. Holders of Ordinary Shares have pre-emptive
rights in case of an issue of Ordinary Shares. This right can be limited or cancelled by a
decision of a representative board authorised to issue shares. Holders of Ordinary Shares
do not have pre-emptive rights on shares which are issued for non-cash considerations or
to the employees of the Company or any of its subsidiaries.
Voting rights and general meetings
The annual General Meeting of Shareholders must be held within six months after the end
of each financial year of the Company. This annual meeting is held, among other things, to
adopt the annual accounts of the Company. Each shareholder entitled to vote has the
right to attend General Meetings of Shareholders, either in person or by written proxy, to
address the meeting and to exercise voting rights, subject to the provisions of the Articles
of Association. Holders of Ordinary Shares wishing to attend meetings and exercise their
voting rights must file a statement from an associated institution at the Company's office
not later than the day stated in the notice calling the meeting. This statement should
declare that the person named is entitled to the number of shares specified in the
statement as part of the collective holding of the affiliated institution of NECIGEF and
his/her entitlement will continue until the closure of the meeting. Holders of Ordinary
Shares in registered form must notify the Company in writing of their intention to attend,
by the date as specified in such notice, which date may not in any event be earlier than
seven days prior to the date of the meeting. Each of the Ordinary Shares in the Company's
