I. Article I will henceforth read as follows:

Transcription

1 1 DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATION OF STICHTING PRIORITEIT ORDINA GROEP Today, [ ] two thousand and fourteen, appeared before me, Mr. Marcel Dirk Pieter Anker, civil law notary in Amsterdam: [ ]. The appearer declared that the board of the STICHTING PRIORITEIT ORDINA GROEP, a foundation, with its registered office in Utrecht (address: 3439 LM Nieuwegein, Ringwade 1, trade register number: ) (the Foundation ), has resolved by written decision (the Written Decision ) to partly amend its articles of association, after obtaining written approval in advance for same from Euronext Amsterdam N.V. ( Written Approval ), such in accordance with the provisions of article 9.1 of the foundation s articles of association. Copies of the Written Decision and the Written Approval shall be attached to this deed as addenda. The Foundation s articles of association were last amended by deed on the fourth of July, two thousand and three in the presence of a representative of Mr. Frits Willem Oldenburg, at that time a civil law notary in Amsterdam. In execution of the above-mentioned decision to amend the articles of association, the appearer declared that the articles of association would be partly amended as follows: I. Article I will henceforth read as follows: DEFINITIONS ARTICLE 1 The following terms and expressions in these articles of association shall have the following meanings: a. the Company: the company Ordina N.V., established in Nieuwegein; b. the Supervisory Board: the supervisory board of the company; c. the Management Board: the supervisory board of the company; d. the Priority: the holder(s) of the priority share, issued by the company; e. the General Meeting: the general meeting of shareholder of the company; f. the Foundation: the STICHTING PRIORITEIT ORDINA GROEP II. Article 2, section 2 will henceworth read as follows: 2. It has its corporate seat at Nieuwegein M / 13

2 2 III. Article 5 will henceforth read as follows: MANAGEMENT: COMPOSITION, APPOINTMENT AND DISMISSAL ARTICLE The board of the foundation comprises the number of directors A and/or directors B to be determined by the board. 2. The foundation s directors A shall be appointed by and from the supervisory board. 3. The foundation s director s B shall be appointed by the board for a period of two years. The foundations directors B shall not be members of the Management Board or the Supervisory Board. 4. A director A who has been suspended as a supervisory director of the company by the Supervisory Board or by the Enterprise Chamber, is also suspended as a director of the foundation for the period of said suspension. 5. In the event of one (or more) vacancy (or vacancies) for the position (or positions) of director A, or director B, the remaining directors (or sole remaining director) shall by a majority vote fill said vacancy (or vacancies) within three months after the vacancy (or vacancies) arose, by appointing one or more successors, such with due observance of the provisions of this article. 6. In the event that for whatever reason one or more members of the board are absent, then the remaining directors, or the sole remaining director, shall nonetheless constitute a legal board. 7. A director cease to be a member of the board: a. due to the loss of their position as Supervisory Director, in the case of directors A; b. due to dismissal by the board in the case of directors B; c. upon the death of the member of the board; d. upon dissolution, in the event that the director is a legal person; e. due to voluntary resignation; f. in the event that the director is declared bankrupt, files for chapter 11 bankruptcy protection, is placed under curatorship or loses free control of their assets for whatever reason. 8. The members of the board appoint a chairman from among the directors B and a secretary from their midst. IV. Article 7, section 3 will henceforth read as follows: 3. Each member of the board shall cast one vote at meetings M / 13

3 3 V. Article 9, section 1 shall henceforth read as follows: 1. The board is authorized to amend these articles of association, subject to approval of the supervisory board. VI. Article 10, section I shall henceforth read as follows: 1. The board is authorized to amend to dissolve the foundation. CLOSING STATEMENTS The appearer declared in closing that according to the Written Decision the appearer is authorised to execute this deed. The appearer is known to me, the civil law notary. This deed has been executed in Amsterdam on the date stated at the top of this deed. After I, the civil law notary, had read out summary of the contents to the appearer, the appearer declared that he had taken note of said contents, that he agreed with said contents and that he did not require a full reading of same. After a limited reading, this deed was signed immediately by the appearer and by me, civil law notary M / 13

4 1 CONTINUOUS TEXT of the articles of association of STICHTING PRIORITEIT ORDINA GROEP, with its offices in Utrecht, following partial amendment of the articles of association by deed executed on the fourth of July [ ] two thousand and three and fourteen in the presence of an observer Mr. Frits Willem Oldenburg of Mr. Marcel Dirk Pieter Anker, civil law notary in Amsterdam. ============================================================== ARTICLES OF ASSOCIATION DEFINITIONS ARTICLE 1. The following definitions apply in the articles of association: a. the company: the public limited liability company ORDINA N.V., with its offices in Utrecht Nieuwegein; b. the supervisory board: the supervisory board of the company; c. the management board: the management board of the company; d. the prioriteit: the holders(s) of the priority share in the issued share capital of the company; e. the general meeting: the general meeting of shareholders of the company; f. the foundation: the foundation STICHTING PRIORITEIT ORDINA GROEP. NAME AND REGISTERED SEAT ARTICLE The Foundation bears the name: STICHTING PRIORITEIT ORDINA GROEP. 2. It has its registered seat in Utrecht Nieuwegein. PURPOSE ARTICLE The purpose of the Foundation is to safeguard the continuity of the company, its associated business and all parties involved in same, as well as to protect the interests of the company, its associated business and all parties involved in same. 2. The Foundation aims to achieve its purpose through, among other things, the acquisition and holding of the priority share in the capital of the company, the exercise of all rights vested in said share and anything that may be conducive to the above in the broadest sense of the word. 3. The purpose shall exclude the transfer of or any other manner of disposal over the priority share, other than the transfer to the company. CAPITAL ARTICLE 4. The capital of the foundation comprises the priority share in the capital of the company and any such capital as the foundation may receive from the company. BOARD: COMPOSITION, APPOINTMENT AND DISMISSAL ARTICLE The board of the foundation consists of a number of directors A and/or directors B, such to be determined by the board, so that no more than half of the members of the board consists of

5 2 directors A. 2. Directors A of the foundation are appointed by and from the management board supervisory board. 3. Directors B of the foundation are appointed from the supervisory board by the board 4. The board may also appoint one or more directors C for a period of two years. Directors B need not be shall not be members of the management board or the supervisory board. 4. A director A who has been suspended as a director of the company by the supervisory board, or a director B who has been suspended as a supervisory director of the company by the Supervisory Board or by the Enterprise Chamber, is also suspended as a director of the foundation for the period of said suspension. 5. In the event of one (or more) vacancy (or vacancies) for the position (or positions) of director A, or director B, the remaining directors (or sole remaining director) shall by a majority vote fill said vacancy (or vacancies) within three months after the vacancy (or vacancies) arose, by appointing one or more successors, such with due observance of the provisions of this article. 6. In the event that for whatever reason one or more members of the board are absent, then the remaining directors, or the sole remaining director, shall nonetheless constitute a legal board. 7. A director shall cease to be a member of the board: a. due to the loss of their position as a director, in the case of directors A b. due to the loss of their position as supervisory director, in the case of directors A; b. due to dismissal by the board in the case of directors B; c. due to dismissal by the board, in the case of directors C d. upon the death of a the member of the board; d. upon dissolution, in the event that the director is a legal person; e. due to voluntary resignation; f. in the event that the director is declared bankrupt, applies for a moratorium, is placed under curatorship or loses free control of their assets for whatever reason. 8. The directors members of the board shall appoint a chairman from their midst among the directors B and a secretary from their midst. BOARD: DUTIES AND RESPONSIBILITIES ARTICLE The board is charged with the management of the foundation. 2. The foundation shall be represented legally and extra-legally by the chairman or two other directors jointly. 3. The board may decide to grant a power of attorney to one or more of the directors or to a third party to represent the foundation within the boundaries of said power of attorney. BOARD: DECISION MAKING ARTICLE The board shall meet whenever the general meeting is informed of a proposed appointment or dismissal of a director, or when the general meeting is informed of a vacancy within the supervisory board, or informed of a proposal to appoint a supervisory director. The board shall also meet as often as the chairman or two other directors jointly deem this necessary 2. Each member of the board may choose to be represented at a board meeting by another member of the board, by virtue of a written proxy.

6 3 3. Each member of the board each director shall cast one vote at meetings, on the understanding that no more than half of the total votes to be cast may be cast by directors A shall cast one vote at meetings. 4. All decisions that do not by virtue of these articles of association require a greater majority shall be adopted by an absolute majority of the votes cast. Blank votes shall be deemed not to have been cast. In the event of a tied vote, the motion shall be deemed rejected. 5. No valid decisions may be adopted if a majority of the sitting members of the board are not present or represented at a meeting. 6. All votes shall be cast orally, unless a member of the board present at the meeting requests a written vote. 7. The meetings shall be chaired by the chairman; in his or her absence, the meeting shall provide its own chair. 8. A person designated by the chairman of the meeting shall keep minutes of the items discussed at said meeting, which minutes shall be adopted at the first subsequent meeting and signed by the chairman and the secretary in evidence of same. 9. The board may also adopt resolutions outside a meeting, provided this is done in writing or by telefax and all the directors vote in favour of said resolution. FINANCIAL YEAR AND ANNUAL FINANCIAL STATEMENTS ARTICLE The financial year shall correspond with the calendar year. 2. At the end of each financial year, the board shall draw up a balance sheet and a statement of income and expenses for the financial year just ended, which annual financial statements should be ready within six months after the end of said financial year, subject to an extension of no more than five months on the grounds of extraordinary circumstances. 3. The annual financial statements shall be adopted by the board. AMENDMENT OT THE ARTICLES OF ASSOCIATION ARTICLE The board is competent to amend these articles of association, after receiving prior approval from Euronext Amsterdam N.V. the supervisory board. 2. A resolution to amend the articles of association shall not be valid until a notarial deed to that effect has been drawn up and executed. Each member of the board is competent to have a notarial deed of amendment to the articles of association drawn up and executed. DISSOLUTION AND LIQUIDATION ARTICLE The board is competent to dissolve the foundation, after receiving prior approval from Euronext Amsterdam N.V.. 2. The foundation shall continue to exist following its dissolution insofar as this is necessary for the liquidation of its assets. 3. The board shall execute the liquidation, unless one or more liquidators are designated in the resolution to dissolve the foundation. 4. The liquidators shall ensure that the dissolution of the foundation is registered, within the

7 4 meaning of article 2:289 of the Dutch Civil Code. 5. During the liquidation, the provisions of these articles of association shall remain in force as much as possible. 6. Any positive balance left over following the dissolution of the foundation shall be disbursed as much as possible in accordance with the purpose laid down in the resolution to dissolve the foundation. 7. Once the liquidation has been completed, the books and documentation of the dissolved foundation shall remain in the custody of the youngest liquidator for a period of seven years.