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Transitory arrangement
As stated before, the regulations for a large public company as laid down in the Articles
152 through 164 of Book 2 of the Dutch Civil Code, will apply as soon as the Company or
a group company has established a Works Council. Until that time, contrary to the above,
members of the Board of Directors and the Supervisory Board will be appointed and
dismissed by the General Meeting of Shareholders. Appointment takes place following a
binding recommendation of the Supervisory Board. The binding effect of such
recommendation can only be satisfied by a resolution of a General Meeting of
Shareholders with a two thirds majority of the votes cast representing at least half of the
Company's outstanding share capital. Dismissal or suspension other than following a
recommendation of the Supervisory Board demands a two thirds majority of the votes cast
representing at least half of the Company's share capital. As long as the arrangement for
large public companies has not been implemented, the annual accounts will be adopted
by the General Meeting of Shareholders.