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capital carries the right to cast one vote. Resolutions are passed with an absolute majority
of votes cast, unless the law or the Articles of Association require otherwise.
Acquisition by the Company of shares in its own capital
The Company may acquire shares in its own capital, subject to specific legal and statutory
provisions. Acquisition by the Company of (fully paid-up) shares in its own capital can only
take place for no consideration or if (i) the distributable part of the shareholders' equity at
least equals the acquisition price and (ii) the nominal value of the shares or share
certificates in the Company's capital being acquired or held or having been held by or
having been pledged to the Company, or being held by a subsidiary company, does not
exceed one-tenth of the Company's issued share capital. The distributable part of the
shareholders' equity is the part of the shareholders' equity which exceeds the total of
paid-in and called up capital and the legal and statutory reserves. Acquisition for a
consideration can only take place if the General Meeting of Shareholders has authorised
the Executive Board with respect to such acquisition, which authorisation shall lapse after
a period of 18 months and which must specify the number of shares which may be
acquired, how they may be acquired and the price limits between which shares may be
acquired. Acquisition or sale of the Company's own shares takes place following a decision
of the Executive Board, which decision is subject to approval of the Supervisory Board.
Shares held by the Company in its own capital may not be used for voting purposes.
Capital reduction
Following a proposal by the Executive Board, subject to approval by the Supervisory
Board, the General Meeting of Shareholders may resolve to reduce the issued share capital
by cancelling shares or reducing the nominal value of the shares pursuant to an
amendment of the Articles of Association, with due observance of the legal and statutory
provisions.
Annual accounts and dividend
Each year within five months after the Company's financial year, except where extension
has been granted for a maximum of six months by the General Meeting of Shareholders
on the basis of special circumstances, the Executive Board shall prepare the annual
accounts accompanied by an annual report. The annual accounts must subsequently be
adopted by the Supervisory Board. The annual accounts must also be approved by the
General Meeting of Shareholders. Barring specific exceptions the Company may only pay
annual dividends from its profits, if the annual accounts of the Company, after their
adoption by the Supervisory Board and approval by the General Meeting of Shareholders,
show that payment of dividends is prudent. The Executive Board may, on the condition of
approval of the Supervisory Board, pay interim dividends. The Company may only pay
dividends to shareholders if the Company's equity exceeds the value of the paid-in and
called-up portion of the capital and the legal and statutory reserves.
Dividends are first paid out of profits on the Golden Share equal to 6% of its par value,
while a dividend is paid on each Preference Share, the amount or where appropriate the
determination of which is determined by a representative board that is authorized to issue
shares at the time of issue of such Preference Share. Should payment of dividend on the
Golden or Preference Shares for any financial year not or not completely take place when
this is not warranted by the profit, the Executive Board, subject to approval of the
Supervisory Board, may decide that the deficit is to be paid from the distributable
reserves. Should the Executive Board not decide to make such payment, the deficit will be
charged against subsequent years' profits, whereby the holder of the Golden Share and
the holders of Preference Shares will first receive their rightful overdue dividend and then
the dividend for the last financial year. It is decided annually by the Executive Board, upon
approval of the Advisory Board, which part of the profit, after payment of dividend on the
Golden Share and the preference shares, will be reserved. The remaining portion of the
profit, after payment of dividend on the Golden Share and the Preference Shares and the
establishment of any reserves, shall be at the disposal of the General Meeting of
Shareholders.
