Books and Records
Pursuant to Dutch law, our board of directors provides all information to the shareholders meeting, but
is not obligated to provide such information to individual shareholders unless a significant interest dictates otherwise.
Registrar and Transfer Agent
A register of holders of the ordinary shares will be maintained by American Stock Transfer & Trust Company, LLC. American Stock Transfer
& Trust Company, LLC will also serve as the transfer agent. The telephone number of American Stock Transfer & Trust Company, LLC is (800) 937-5449.
The Dutch Corporate Governance Code
The revised Dutch Corporate Governance Code, or the Dutch Corporate Code, became effective on January 1, 2009. The Dutch Corporate Code
contains principles and best practice provisions for management boards, supervisory boards, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards. The Dutch Corporate Code
applies to all Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere. Such companies are required under Dutch law to disclose in their Dutch annual reports filed in the Netherlands whether or not
they apply those provisions of the Dutch Corporate Code that are addressed to the board of directors of the company and, if they do not apply those provisions, to explain why they deviated from such provisions.
Although the shares have not previously been listed, we have
taken various actions towards compliance with the provisions of the Dutch Corporate Code.
The Dutch Corporate Code provides that if a companys general meeting of shareholders explicitly approves the companys corporate governance structure and policy and endorses the explanation for
any deviation from the principles and best practice provisions, such company will be deemed to have applied the Dutch Corporate Code. Prior to the completion of this offering, we expect our shareholders to approve our corporate governance structure
and policy and endorse the explanation for deviations from the principles and best practice provisions. We have not applied a number of principles and best practice provisions, in many cases because they conflict with the corporate governance rules
of the New York Stock Exchange with which we will comply.
The following discussion summarizes the primary differences between our expected corporate governance structure following this offering and the principles and best practices provisions of the Dutch Corporate Code:
Dutch legal requirements concerning director independence differ in certain respects from the rules applicable to U.S. companies listed on the New York
Stock Exchange. While under most circumstances both regimes require that a majority of board members be independent, the definition of this term under the Dutch Corporate Code differs from the definition under the New York Stock Exchange corporate
governance standards. In some cases the Dutch requirement is more stringent, such as by requiring a longer look back period (five years as compared to three years) for former executive directors. In other cases, the New York Stock
Exchange rule is stricter. For example, directors of a Dutch company who are affiliated with a direct or indirect parent company are considered independent under the Dutch Corporate Code (unless the parent company is a Dutch company and is listed in
a member state of the European Union), whereas the same directors are not considered independent pursuant to the New York Stock Exchange rules. We intend to follow the independence rules of the New York Stock Exchange.
The Dutch Corporate Code provides that the chairman of the board may not also be or have been an executive director. Prior to the completion of this
offering, Mr. Wroe will be appointed as both Chief