Proposal to reduce the capital of the Company by cancelling Shares held by the Company (voting item)
The Management Board proposes, with the approval of the Supervisory Board, and subject to the passing of the resolution to partially amend the Company’s articles of association under agenda item 6 above, to reduce the capital of the Company by cancelling 40,118,093 Shares, currently held by the Company (the “Cancellation Shares” and the cancellation of these Cancellation Shares, the “Capital Reduction”).
This Capital Reduction aims at optimising the Company’s equity structure.
The Company will deposit the resolution to cancel the Cancellation Shares with the Dutch Trade Register and will announce the Capital Reduction in a daily nationally distributed newspaper. The aforementioned resolution will only take effect after two months having passed since the abovementioned announcement has been made, provided that no creditor has opposed to the Capital Reduction during this period.
This resolution requires a simple majority of over 50 per cent. of the votes cast. If less than 50 per cent. of the Shares is (virtually) present or represented at the AGM, this resolution requires a majority of at least two-thirds of the votes cast, in accordance with Section 2:99, subsection 6, of the Dutch Civil Code, and article 11.4 of the Company’s articles of association. |
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