From the profit as shown in the profit and loss account prepared in accordance with IFRS for
the most recently completed financial year, first a distribution will be made, where possible, on the preference shares of a percentage equal to the average one month EURO Interbank Offered Rate weighted to reflect the number of days for which the
payment is made, plus a premium to be determined by our board of directors, of at least one percentage point and at most four percentage points, depending on the prevailing market conditions. The dividend will be calculated based on the IFRS
accounts over the proportionate period of time if the preference shares were issued during the financial year. If our profit is not sufficient to make the full distribution, the deficit will be distributed out of the freely distributable reserves.
Subject to the limits of the New York Stock
Exchange listing rules, the preference shares would vote together with the ordinary shares on matters submitted to shareholders for approval and have the same number of votes per share as the number of ordinary shares with a nominal value which in
the aggregate equals the nominal value of such a preference share. By issuing the preference shares in the appropriate number, this anti-takeover measure may result in the holders of such preference shares having voting power equal to all issued
ordinary shares. This anti-takeover measure can be used to provide time for our board of directors to negotiate the terms of a possible transaction that is in the best interest of all our stakeholders.
In addition to the foregoing, certain provisions of Dutch law
and/or our articles of association could have the effect of making it more difficult for shareholders to remove existing members of our board of directors. For example:
shareholders can take action by written consent, but only if all shareholders give their consent to the action;
a resolution passed by a two-thirds majority of the votes cast representing more than one-half of the issued and outstanding share capital is necessary
to suspend or remove members of the board of directors; and
director vacancies may only be filled from a list that was prepared by the board of directors unless a resolution is passed with two-thirds majority of
the votes cast representing more than one-half of the issued capital at a general meeting of shareholders providing that such list is not binding and, in that event, a new list of nominees will be prepared by the board of directors.
Compensation of Our Board of Directors
Under Dutch law, the shareholders must
adopt the compensation policy for the board of directors. Prior to completion of this offering, our shareholders will adopt such compensation policies. See Executive CompensationDirector Compensation.
Removal of Directors
The general meeting of shareholders has the authority to
suspend or remove members of our board of directors at any time, including without cause by a resolution passed with two-thirds majority of the votes cast representing more than one half of the issued and outstanding share capital.
Shareholder Vote on Certain Reorganizations
Under Dutch law, the approval of the general meeting of
shareholders of a public limited liability company is required in case of significant decisions regarding our structure, including: (i) a transfer of all or substantially all of our business to a third party; (ii) the entry into or
termination of a significant long-term cooperation of the company or a subsidiary with another entity; and (iii) the acquisition or divestment by it or a subsidiary of a participating interest in the capital of a company having a value of at
least one-third of the amount of its assets according to its balance sheet or, if the company prepares a consolidated balance sheet, according to its consolidated balance sheet in the last adopted annual accounts of the company.