DESCRIPTION OF ORDINARY SHARES
Set out below is a summary description of our ordinary shares
and related material provisions of our articles of association and of Book 2 of the Dutch Civil Code which governs the rights of holders of our ordinary shares. This summary takes into account our conversion into a public company with limited
liability and the amendment of the articles of association prior to the completion of this offering.
Authorized Share Capital
As of February 23, 2010, we had 175,000,000 authorized ordinary shares, 0.01 nominal value per share, of which 144,489,586 ordinary shares were outstanding, including 433,018 ordinary shares that
are subject to forfeiture until such shares have vested and are not considered outstanding for accounting purposes. As of February 23, 2010, we had 14 holders of record of our ordinary shares. In connection with this offering, we issued additional
shares and increased our authorized share capital. As of the date of this prospectus, we had 350,000,000 authorized ordinary shares, 0.01 nominal value per share, and 350,000,000 authorized preference shares, 0.01 nominal value per
share. Upon the completion of this offering, under the terms of our amended articles of incorporation, our authorized share capital will automatically increase to 400,000,000 ordinary shares, 0.01 nominal value per share, of which 171,159,377
ordinary shares will be outstanding, and 400,000,000 preference shares, 0.01 nominal value per share, none of which will be outstanding. Prior to the consummation of this offering, we intend to adopt two anti-takeover measures: provisions in
our articles of association preventing business combinations with interested shareholders and preference shares. See Shareholder RightsAnti-Takeover Provisions.
General Meetings of Shareholders
At least one general meeting of shareholders must be held every year within six months of the end of our fiscal year. We anticipate that all
shareholder meetings will take place in the Netherlands. The rights of shareholders may only be changed by amending our articles of association. A resolution to amend our articles of association is only valid if the board of directors makes a
proposal or shareholders representing at least 1% of our issued and outstanding stock or whose shares represent a value of 50 million or more make a request within 30 days of a general meeting to amend the articles of association and such
proposal is adopted by a simple majority of votes cast. The closing price of our shares listed on the New York Stock Exchange on the date of a shareholder request will be decisive in determining whether the shares of a shareholder represent a value
of 50 million or more at the time of the request.
ordinary share represents the right to cast one vote at a general meeting of shareholders. In general, resolutions must be passed with a majority of the votes validly cast. We are not allowed to exercise voting rights for ordinary shares we hold
directly or indirectly, unless the shares are subject to a right of usufruct or pledge for the benefit of a third party not being a subsidiary. The following resolutions require a two-thirds majority vote if less than half of the issued share
capital is present or represented at the general meeting of shareholders:
exclusion or restriction of pre-emptive rights, or designation of the board of directors as the authorized corporate body for this purpose; and
Pursuant to Dutch law, the articles of association of a Dutch company may provide that resolutions of shareholders may be adopted without
convening a meeting. However, such resolutions may only be adopted in writing by unanimous vote of the shareholders entitled to vote. Under our amended articles of association, shareholders will be permitted to take action by unanimous written
consent and not only at a general meeting of shareholders.