Amendment of the Articles of Association and winding-up
Resolutions to amend the Articles of Association or to wind up the Company may only be
adopted by the General Meeting of Shareholders following a proposal by the Board of
Directors, subject to approval of the Supervisory Board. Resolutions to amend the Articles
of Association which amends rights connected to the Golden Share or the name of the
Company or the aim of the Company shall also be subject to approval by the holder of the
Golden Share. In case of dissolution and winding-up of the Company, such resolution shall
also be subject to approval by the holder of the Golden Share.
In case of dissolution and winding-up of the Company, that which remains after settlement
of its debts will be distributed as follows: to the holder of the Golden Share and the
holders of the Preference Shares, the reserved dividends, and then the nominal value of
these shares as well as, if such was determined at issue of the Preference Shares, an
amount equal to the amount paid in the share premium reserve. The remaining portion is
paid to the holders of Ordinary Shares.
Executive Board
The Executive Board is responsible for the management of the Company, such under
supervision of the Supervisory Board. The Executive Board is authorised to represent the
Company, in addition to which each individual member of the Executive Board is
authorised to represent the Company.
Members of the Executive Board are appointed and can be suspended or dismissed by the
Supervisory Board. The Supervisory Board will inform the General Meeting of Shareholders
of a planned appointment. A member of the Executive Board can only be dismissed after
the General Meeting of Shareholders has been consulted with regard to the planned
dismissal. Remuneration of the members of the Executive Board is determined by the
Supervisory Board. Certain decisions of the Executive Board are subject to prior approval
of the Supervisory Board or the holder of the Golden Share. See 'Relationship with the
Association'.
Supervisory Board
It is the Supervisory Board's duty to supervise the policy conducted by the Executive
Board and the general course of affairs within the Company and the related enterprise.
The Supervisory Board further advises the Executive Board. Any decisions of the Executive
Board stated in article 164 of Book 2 of the Dutch law need prior approval from the
Supervisory Board. Furthermore, a limited number of provisions in the Articles of
Association such as the appointment and suspension or dismissal of the Director of
Professional Football, are subject to the approval of the Supervisory Board. The
Supervisory Board adopts the annual accounts and submits these for approval to the
General Meeting of Shareholders. In the fulfilment of their duties, the members of the
Supervisory Board shall direct their efforts towards the best interests of the Company and
the related enterprise. The members of the Supervisory Board are appointed by the
Supervisory Board. The Supervisory Board will appoint a chairman and a vice-chairman
from its members. The General Meeting of Shareholders, the Executive Board and the
Works Council may make recommendations for appointments to the Supervisory Board.
The General Meeting of Shareholders and the Works Council have the right to object to a
planned appointment of a member of the Supervisory Board (i) on the grounds of non-
observance of certain procedural provisions with regard to the appointment, (ii) on the
grounds of the expectation that the Supervisory Board, after appointment as planned, will
not be properly constituted. In spite of any objection, the appointment can be carried out
as planned if the Ondernemingskamer (Enterprise Chamber) of the Amsterdam Gerechtshof
(Court of Appeal) declares the objection to be unfounded.
A member of the Supervisory Board can be dismissed by the Ondernemingskamer of the
Amsterdam Gerechtshof for neglecting his duties, for other important reasons or because
of a radical change in the situation, on the basis of which the maintenance of his
membership of the Supervisory Board cannot in fairness be asked of the Company.
Remuneration of each individual member of the Supervisory Board is determined by the
General Meeting of Shareholders.
