PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION (Post-Delisting Amendment) of Corio N.V., with official seat in Utrecht, the Netherlands.

Transcription

1 PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION (Post-Delisting Amendment) of Corio N.V., with official seat in Utrecht, the Netherlands. As this will be proposed for adoption at the General Meeting of shareholders of the company to be held on 8 December AMCO:

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3 PROPOSAL TO AMEND OF THE ARTICLES OF ASSOCIATION OF CORIO N.V. In anticipation of the delisting of the shares in Corio N.V. (Corio) following settlement of the recommended public exchange offer by Klépierre S.A. (Klépierre) to Corio s shareholders, the following amendments to Corio s articles of association are proposed, all subject to the condition that Klépierre declares the offer unconditional and with effect as of the delisting of Corio s shares. - As a result of the delisting, all bearer shares will be converted into registered shares and Corio will only have registered shares. In connection therewith all references to bearer shares are deleted (see articles 7.1, 7.3, 8.1, 9, 10.2 and 8.6.). In addition the articles will provide that shares only exist in registered form and that no share certificates will be issued (see articles 4.2 and 4.3) - As a result of the delisting, the authorization of the general meeting to acquire own shares will (also) be required if shares are acquired for the purpose of transferring such shares by virtue of an applicable employee stock purchase plan, to persons employed by the company or by a group company (see article 6.2). - It will no longer be required that Corio s shareholders register is kept at other places than at Corio s offices. The articles of association will be amended accordingly (see article 8.4). - The articles will provide that shares will be transferred in accordance with the relevant provisions of the law (see article 10). - If the shares in Corio are delisted, certain procedures (including a record date) for convening a general meeting of shareholders are no longer required. In connection therewith certain articles are amended (see articles 24.2, 25.3 and 28) and certain articles are deleted (see articles 24.3, 24.4 and 26.6). - If the shares in Corio are delisted, it will no longer be required to publish the figures and data set out in article 31. Article 31 will therefore be deleted. - It will no longer be required to notify Euronext Amsterdam N.V. of proposed distributions. The articles of association will be amended accordingly (see article 32.5 and new article 31.9). The full text of the proposed amendments is attached. AMCO:

4 Annex Corio N.V. Proposal (III) ENG 2014 CMS/CW/hv/ Post-Delisting Amendment The text of the proposed amendments in the articles of association of Corio N.V. (Corio) is marked in the complete text of Corio s current articles of association as they will read if the amendment relating to and following the settlement of the recommended public exchange offer by Klépierre to Corio s shareholders (the Post- Settlement Amendment) is implemented. The proposal relating to the Post- Settlement Amendment can be found on Corio s website and is available for inspection at Corio s offices. Strikethroughs mark the proposed deletions and double underlines the proposed additions. At the general meeting of shareholders of Corio to be held on 8 December 2014 it will separately be proposed to amend article 32.4 and add a new article 35 to the articles of association of Corio N.V. s (the Pre-Merger Amendment). If the resolution relating to the Pre-Merger Amendment is adopted, it is anticipated that the Pre-Merger Amendment is implemented during a suspension of aforementioned meeting of shareholders. The proposal relating to the Pre-Merger Amendment can be found on Corio's website and is available for inspection at Corio's offices. The changes resulting from the Pre-Merger Amendment are not reflected below. The text of the proposal to amend the articles of association below is an English translation of a proposal prepared in Dutch. In preparing the text below, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences may occur in translation and if they do, the Dutch text will govern by law. In this translation, Dutch legal concepts are expressed in English terms. The concepts concerned may be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions. ARTICLES OF ASSOCIATION: Definitions. Article 1. In these Articles of Association, the following terms will have the meaning as assigned below: 1.1. auditor : an accountant as referred to in section 2:393 Dutch Civil Code or an organisation in which such accountants work together; AMCO:

5 1.2. general meeting : the body formed by shareholders with voting rights and others holding voting rights; 1.3. depositary receipts : depositary receipts for shares in the company s capital; 1.4. participant : a participant in an aggregate collective stock deposit within the meaning of the Wge; 1.5. Euroclear : the central institution within the meaning of the Wge; 1.6. intermediair : an intermediair within the meaning of the Wge; 1.7. annual accounts : the balance sheet and profit and loss account and notes thereto; 1.8. annual meeting : the annual meeting of shareholders convened to consider the annual accounts and annual report; 1.9. annual report : the report on the state of the company as at the last day of the financial year and the course of business during the financial year; company : the company to which these Articles of Association relate; persons entitled to attend meetings : - shareholders with voting rights; - shareholders without voting rights; - usufructuaries and lien holders with voting rights; - other (holders of rights conferred by law on) holders of depositary receipts for the company s shares issued with its cooperation; meeting of shareholders : the meeting of shareholders and other persons entitled to attend meetings; collective stock deposit : an aggregate collective stock deposit within the meaning of the Wge; Wge : Wet giraal effectenverkeer (the Securities Giro Transfer Act). Name, seat and description. Article The name of the company is: Corio N.V Its corporate seat is in Utrecht. AMCO:

6 Object. Article 3. The object of the company is to invest assets. The investments will mainly consist of (in)direct investments in real estate intended for rent. Capital. Article The authorised capital of the company amounts to two billion euro (EUR 2,000,000,000) and is divided into two hundred million (200,000,000) shares, each of ten euro (EUR 10) The shares shall be in registered form only No share certificates shall be issued. Issue of shares. Article Shares shall be issued pursuant to a resolution adopted by the general meeting on a proposal of the Management Board, or pursuant to a resolution of the Management Board if by resolution of the general meeting the Management Board has been authorised for a specific period not exceeding five (5) years to issue shares, all this subject to the requirement of approval by the Supervisory Board. The resolution granting the aforesaid authorisation must determine how many shares may be issued. The authorisation may from time to time be extended for a period not exceeding five (5) years. Unless otherwise stipulated at its grant, the authorisation cannot be withdrawn The general meeting, or the Management Board, if authorised for that purpose, shall determine the price and the further conditions of issue in its resolution to issue shares. Save for the provisions of section 80 of Book 2 of the Dutch Civil Code, the price of issue may not be less than par value Shares may be issued only against payment in full of the amount at which such shares are issued and with due observance of the provisions of sections 80a and 80b of Book 2 of the Dutch Civil Code The preceding paragraphs of this article 5 shall apply mutatis mutandis to the granting of rights to subscribe for shares, but not to the issue of shares to a person who exercises a previously acquired right to subscribe for shares Without requiring prior approval of the general meeting but always subject to the approval of the Supervisory Board, the Management Board shall have the power to carry out transactions as referred to in section 94 of Book 2 of the Dutch Civil Code. Pre-emptive right at issue of shares. Article 5A. 5A.1. Upon an issue of shares, each shareholder will have a pre-emptive right in respect of the shares to be issued pro rata to the aggregate amount of his AMCO:

7 shares, it being understood that this pre-emptive right shall not apply to shares issued for a consideration other than cash or to shares that are issued to employees of the company or employees of a group company. 5A.2. The pre-emptive right may be restricted or excluded by resolution of the general meeting. In the proposal for such resolution the reasons for the proposal and the choice of the intended price of issue must be explained in writing. If the Management Board has been designated as the body authorised to issue shares, the general meeting may by resolution also designate the Management Board for a period not exceeding five (5) years as the body authorised to restrict or exclude the pre-emptive right. This authorisation may from time to time be extended for a period not exceeding five (5) years. Unless otherwise stipulated at its grant, the authorisation cannot be withdrawn. 5A.3. The adoption of resolutions of the general meeting as referred to in paragraph 2 of this article shall require a majority of at least two-thirds of the votes cast, if at the meeting less than one-half of the issued and outstanding capital is represented. 5A.4. For the purposes of this article the granting of rights to subscribe for shares shall be considered the equivalent of the issue of shares, and the provisions of this article shall not apply in respect of shares issued to a person who exercises a previously acquired right to subscribe for shares. Purchase by the company of its own shares. Article The Management Board may have the company to acquire fully paid-in shares in its own share capital for valuable consideration, subject to the authorization of the general meeting and the approval of the Supervisory Board and with due observance of the provisions of section 98 of Book 2 of the Dutch Civil Code The authorisation of the general meeting shall not be required if the company acquires fully paid-in shares in its own capital for the purpose of transferring such shares, by virtue of an applicable employee stock purchase plan, to persons employed by the company or by a group company, provided such shares are quoted on the official list of any stock exchange The general meeting, upon proposal of the Management Board, which proposal has been approved by the Supervisory Board, may resolve to reduce the issued share capital by (i) reducing the nominal value of shares, or (ii) cancelling shares which the company holds in its own share capital. Shares. Article The shares will be registered or made out to bearer, at the holder s option. AMCO:

8 7.2. If a registered share or a restricted right to a registered share forms part of a community of property (gemeenschap), the participants therein may only be represented with respect to the company by one or more persons appointed by them in writing to act in that capacity On subscription for newly issued shares, a person acquiring the right to a share vis-à-vis the company may notify the company in writing whether he wishes to receive a registered share. If no such notification is given, he will acquire the right to a bearer share, in the manner stipulated in article 9 paragraph 3. Registered shares. Shareholders Register. Article No share certificates will be issued for registered shares The Management Board will keep a register of shareholders in which will be recorded the names and addresses of the holders of registered shares and usufructuaries and lien holders in respect of such shares and any other information which the law prescribes The register will be updated regularly. All entries in the register will be signed in the manner prescribed in these Articles of Association in relation to representation of the company If the provisions of the next sentence apply, the register may consist of several sections. One or more sections of the register may be kept other than at the offices of the company if necessary for compliance with legislation or stock exchange regulations applicable outside the Netherlands The Management Board will provide shareholders, usufructuaries and lien holders free of charge with an extract from the register as evidence of their entitlement to shares and related rights to attend meetings. This extract will be signed in the manner prescribed in these Articles of Association in relation to representation of the company. 8.6.All holders of one or more registered shares 8.5. All shareholders and holders of a usufruct or lien on one or more of those shares are required to notify the company in writing of their address. Bearer shares. Article All bearer shares will be embodied in a single share certificate The company will have the share certificate placed in custody with Euroclear on behalf of the holder(s) A right in respect of a bearer share will be vested in the holder by the company by virtue of (a) Euroclear enabling the company to add a share to the share certificate and (b) the holder designating an intermediair which will credit the holder accordingly as a participant in its collective stock AMCO:

9 deposit Without prejudice to the provisions of the second and third sentences of article 24 paragraph 3 of these Articles of Association, management of the share certificate will be irrevocably assigned to Euroclear and Euroclear will be irrevocably authorised to take any action on behalf of the holder(s) in respect of the relevant shares, including acceptance, delivery and cooperation in adding shares to and deleting shares from the share certificate. Article If a participant of an intermediair requires delivery of one or more registered shares, up to the maximum number for which he participates, the provisions of the Wge will apply A holder of a registered share may have it converted into a bearer share at any time by virtue of (a) Euroclear enabling the company to add a share or have a share added to the share certificate, (b) an intermediair designated by the holder crediting the holder accordingly as a participant in its collective stock deposit and (c) the company deleting the holder or having the holder deleted from the register. The holder must submit a request to that effect in writing to the company, stating the intermediair referred to in (b). Transfer of shares. Article 10. The transfer of shares, the creation and transfer of a right of usufruct and the creation of a right of lien on shares will take place subject to the relevant provisions of the law. Usufruct, lien. Article A usufruct may be established on shares A lien may be established on shares. Article 12. Voting rights in respect of shares on which a usufruct or lien has been established will be vested in the shareholder. In derogation from the provisions of the preceding sentence, voting rights will be vested in the usufructuary or lien holder if so determined at the time of establishment of the usufruct or lien. The rights conferred by law upon the holders of depositary receipts issued with the cooperation of the company will vest in shareholders without voting rights and usufructuaries and lien holders with voting rights. The rights referred to in the preceding sentence will not be vested in a usufructuary or lien holder without voting rights. Management. Article The company shall have a Management Board which, subject to the AMCO:

10 restrictions prescribed by these Articles of Association, will be responsible for managing the company The Management Board is authorised to perform legal acts as referred to in section 2:94 subsection 1 Dutch Civil Code. Article The Management Board will consist of two or more members. With due observance of the provisions of the preceding sentence, the number of members of the Management Board will be determined by the Supervisory Board With due observance of paragraph 4 members of the Management Board will be appointed by the general meeting. A member of the Management Board is appointed for a maximum period of four years, provided that, unless a member of the Management Board resigns earlier, his appointment period shall end on the day of the first annual meeting that will be held in the fourth year upon the year of his appointment. A member of the Management Board may be reappointed, with due observance of the provision in the previous sentence. The Supervisory Board may draw up a resignation schedule for the members of the Management Board The Supervisory Board may appoint one of the members of the Management Board as Chairman of the Management Board If a member of the Management Board needs to be appointed, the Supervisory Board may make a non-binding nomination. The nominated person may be appointed by the general meeting as a member of the Management Board by a resolution adopted by an absolute majority of the votes cast. The notice shall state if a nomination has not been made or has not been made timely If a person is nominated for appointment as member of the Management Board by the general meeting or at the request of a shareholder entitled to do so under article 27, the resolution to appoint such member shall be adopted by a majority of at least two thirds of the votes cast representing at least fifty per cent (50%) of the issued capital The general meeting can at all times suspend and, with due observance of paragraph 6, dismiss members of the Management Board. The Supervisory Board can at all times suspend a member of the Management Board and make a proposal to the general meeting to dismiss a member of the Management Board. A suspension of a member of the Management Board may at any time be terminated by the general meeting If the Supervisory Board proposes the dismissal of a member of the Management Board to the general meeting, the general meeting can resolve to such dismissal by a resolution adopted by an absolute majority of the votes cast. If no proposal for the dismissal of a member of the Management Board was AMCO:

11 made by the Supervisory Board, the general meeting can only dismiss a member of the Management Board by a resolution adopted by a majority of at least two-thirds of the votes cast representing at least fifty per cent (50%) of the issued capital. A second general meeting as referred to article 2:120, subsection 3 Dutch Civil Code may not be convened concerning matters referred to in the second sentence of this paragraph and the last sentence of paragraph If either the Supervisory Board or the general meeting has suspended a member of the Management Board, the general meeting shall within three months after the suspension has taken effect resolve either to dismiss the member of the Management Board or to terminate or continue the suspension, failing which the suspension shall lapse. A resolution to continue the suspension may be adopted only once and in such event the suspension may be continued for a maximum period of two months commencing on the day that the general meeting has adopted the resolution to continue the suspension. If the general meeting has not decided to terminate or to continue the suspension within the estimated period, the suspension shall lapse. A member of the Management Board who has been suspended shall be given the opportunity to account for his actions at the relevant general meeting and to be assisted by an advisor The company has a policy in the area of remuneration of the Management Board. The policy is adopted by the general meeting upon the proposal of the Supervisory Board The Supervisory Board shall determine the remuneration of the individual members of the Management Board, within the scope of the remuneration policy referred to in the previous paragraph. The Supervisory Board will submit for approval by the general meeting a proposal regarding the remuneration arrangements in the form of shares or rights to acquire shares. This proposal includes at least how many shares or rights to acquire shares may be awarded to the Management Board and which criteria apply to an award or a modification. Internal organisation of the Management Board. Article The Management Board may adopt by-laws regulating its functioning and internal organisation and the allocation of tasks. By-laws as referred to in the preceding sentence will require the prior approval of the Supervisory Board Notwithstanding its own responsibility, the Management Board will be authorised to appoint, grant powers to and confer titles upon corporate officers at its own discretion. AMCO:

12 15.3. The Management Board will adopt by-laws on the convening and conduct of and decision-making in Management Board meetings. By-laws as referred to in the preceding sentence will require the prior approval of the Supervisory Board. In a tie vote, the Chairman of the Supervisory Board will have a casting vote, unless there are more than two members of the Management Board in office and one of them is appointed as Chairman of the Management Board; in that case the Chairman of the Management Board will have a casting vote The Management Board may also adopt resolutions without holding a meeting if such resolutions are passed unanimously, in writing or by electronic means, by all the members of the Management Board in office Without prejudice to the contents of these Articles of Association the resolutions of the Management Board with regard to an important change in the identity or character of the company or the enterprise shall be subject to the approval of the general meeting; these include in any event: a. transfer of all activities of the company or enterprise or almost all activities of the company or almost the entire enterprise to a third party; b. entry into or termination of any long-term cooperation by the company or a subsidiary of the company with another legal entity or partnership or as fully liable partner in a public partnership, if such cooperation or termination thereof is of far-reaching significance to the company; c. investments or divestments by the company or a subsidiary of the company with a (individual) value of at least twenty per cent (20%) of the amount of assets as shown on the consolidated balance sheet with explanatory notes according to the most recently adopted annual accounts of the company The Supervisory Board may make resolutions of the Management Board subject to its approval; such resolutions must be clearly specified and be notified to the Management Board in writing If a member of the Management Board has a direct or indirect personal conflict of interest with the company, he shall not participate in the deliberations and the decision-making process concerned in the Management Board. If as a result thereof no resolution of the Management Board can be adopted, the resolution is adopted by the Supervisory Board. Absence or inability to act. Article In the event of the absence or inability to act of one or more members of the Management Board, the management of the company will be entrusted temporarily to the remaining members, provided there are at least two AMCO:

13 remaining members In the event of the absence or inability to act of all but one of the members of the Management Board, the management of the company will be entrusted temporarily to the remaining member and a member of the Supervisory Board appointed by the Supervisory Board whether or not from among its number. In the event of the absence or inability to act of all the members of the Management Board, the management of the company will be entrusted temporarily to two persons appointed by the Supervisory Board, either from among its number or from outside. Representation. Article 17. The Management Board will represent the company, save as otherwise provided by law. Representative authority will also be vested in two persons acting jointly, either: - two members of the Management Board, or - one member of the Management Board and a general attorney, or - two general attorneys, in the case of such attorneys within the limits of the authority vested in them. Supervisory Board. Article The company shall have a Supervisory Board consisting of at least three supervisory directors. The general meeting shall determine the number of supervisory directors The Supervisory Board shall draw up a profile for its size and composition, taking into account the nature of the enterprise, its activities and the requisite expertise and background of the supervisory directors. Appointment of supervisory directors. Article Supervisory directors are appointed subject to the manner of appointment of the members of the Management Board as set out in article 14 paragraph Together with a nomination for the appointment of a supervisory director the following information shall be given in respect of the candidate: his age, his profession, the amount of shares in the company s share capital held by him and the positions currently or previously held by him insofar as relevant to the fulfilment of the duties as a supervisory director. Mention shall also be made of the legal entities in which he is currently holding a position as supervisory director; if any of such legal entities belong to the same group, it shall be sufficient to mention that group. The nomination for the appointment or re-appointment of a supervisory director shall specify the reasons for that nomination. In the case of a re-appointment, the manner in which the candidate has performed his tasks as supervisory director shall be AMCO:

14 taken into account The general meeting may at any time suspend and, with due observance of paragraph 4, dismiss members of the Supervisory Board. The Supervisory Board may make a proposal to dismiss a member of the Supervisory Board The dismissal of a member of the Supervisory Board shall be made in accordance with the procedure for dismissal of a member of the Management Board as set out in article 14, paragraph If the general meeting has suspended a supervisory director, the general meeting shall within three months after the suspension has taken effect resolve either to dismiss the supervisory director or to terminate or continue the suspension, failing which the suspension shall lapse. Article 14, paragraph 6 shall mutatis mutandis apply to dismissal as referred to in the preceding sentence. A resolution to continue the suspension may be adopted only once and in such event the suspension may be continued for a maximum period of three months commencing on the day that the general meeting has adopted the resolution to continue the suspension. A suspended supervisory director shall be given the opportunity to account for his actions at the relevant general meeting and to be assisted by an advisor. Resignation by supervisory directors. Article 20. A supervisory director shall retire no later than on the day of the first annual meeting that will be held after the fourth year upon his appointment. A supervisory director may be a member of the Supervisory Board for a period not longer than twelve years, which period may or may not be interrupted, unless the general meeting resolves otherwise. A supervisory director may be re-appointed with due observance of the previous sentence. A supervisory director who is retiring by rotation shall be immediately eligible for re-appointment. If an interim vacancy occurs in the Supervisory Board, the board shall be deemed to be fully composed; in that case, however, a definitive arrangement shall be made as soon as possible. If a person has been appointed to fill an interim vacancy, he shall hold office for such period as remained for his predecessor. Remuneration supervisory directors. Article 21. The general meeting shall determine the remuneration of the members of the Supervisory Board. Duties, division of duties, procedure and resolutions. Article The Supervisory Board s duties are the supervision of the policies of the AMCO:

15 Management Board and of the general course of the company s affairs and its business enterprise. It shall support the Management Board with advice. In fulfilling their duties the supervisory directors shall serve the interests of the company and its business enterprise. The Management Board shall in due time provide the Supervisory Board with the information it needs to carry out its duties. The Management Board shall inform the Supervisory Board in writing at least once a year of the key elements of the strategy, the general and financial risks and the management and control systems of the company The Supervisory Board shall appoint one of its members as Chairman of the Supervisory Board as well as a vice-chairman. In addition, the Supervisory Board may appoint one or more of its members as delegate supervisory director in charge of communicating with the Management Board on a regular basis. They shall report their findings to the Supervisory Board. The offices of (vice-)chairman and delegate supervisory director shall be compatible Each supervisory director may cast one vote. Voting on matters shall take place orally. Voting by acclamation may take place provided that none of the supervisory directors present are opposed to this. In a tie vote, the Chairman of the Supervisory Board will have a casting vote. In case of evidence of a resolution of the Supervisory Board a written announcement of the Chairman of the Supervisory Board will be sufficient If a supervisory director has a direct or indirect personal conflict of interest with the company, he shall not participate in the deliberations and the decision-making process concerned in the Supervisory Board. If as a result thereof no resolution of the Supervisory Board can be adopted, the resolution is adopted by the general meeting Further rules of holding a meeting, the convening of a meeting and the decisionmaking in a meeting, as well as the division of tasks of the Supervisory Board and its committees as well as their procedures will be laid down in by-laws The Supervisory Board may decide that one or more of its members shall have access to all premises of the company and shall be authorised to examine all books, correspondence and other records and to be fully informed of all actions which have taken place, or may decide that one or more of its members shall be authorised to exercise a number of those powers. General meeting and meetings of shareholders. Article 23. Within the limits imposed by law and these Articles of Association, all powers not AMCO:

16 vested in others will be vested in the general meeting. Article Meetings of shareholders will be convened by the Management Board or the Supervisory Board not later than the day prescribed by the law before the day of the meeting The notice of meeting will state the business to be transacted and will state the other matters and data prescribed by the law., as well as the conditions to attend meetings and to participate in the voting Holders of registered shares and persons otherwise deriving rights to attend meetings from registered shares who wish to attend a meeting of shareholders and (to the extent that they are entitled to vote) to participate in the voting must notify the Management Board of their intention in writing in advance. With regard to voting rights and/or rights to attend meetings, a person mentioned in a written statement by an intermediair, to the effect that the number of bearer shares referred to in that statement forms part of its collective stock deposit and that the person referred to in the statement participates in its collective stock deposit in respect of the stated number of shares, will, by application mutatis mutandis of the provisions of sections 2:88 and 89 Dutch Civil Code, also be deemed by the company to be entitled to attend meetings, provided the relevant statement is deposited at the company s offices in good time. The provisions of the preceding sentence are applicable mutatis mutandis to holders of a usufruct or lien on one or more bearer shares. The latest date by which the notification must be given to the Management Board or the statement by the intermediair must be deposited will be stated in the notice of meeting. This date will not be earlier than the seventh day before the day of the meeting The powers referred to in section 2:119 Dutch Civil Code will be vested in the Management Board, which may fix a registration date at the time of convening a meeting of shareholders. If there is a registration date by virtue of the law the Management Board shall designate the register in which registration shall be made and shall state in the notice of meeting the registration date as well as the manner in which the persons entitled to attend meetings may have themselves registered and the manner in which they can exercise their rights. Article Meetings of shareholders will be held in Utrecht, Amsterdam, Rotterdam, Schiphol Airport (municipality Haarlemmermeer), Noordwijk or The Hague Meetings of shareholders will be chaired by the Chairman of the Supervisory Board, in his absence by the vice-chairman of the Supervisory AMCO:

17 Board and, if the latter is also absent, by a member of the Supervisory Board appointed by the members of the Supervisory Board who are present. If the Chairman of the meeting is not appointed in accordance with the foregoing, the meeting itself will appoint a Chairman Admission to meetings of shareholders will be open to all persons entitled to attend meetings who have been provided with a statement or have given notice of their intention to attend, in accordance with the provisions of article 24 paragraph 3, and to the members of the Management Board and Supervisory Boardmet the conditions set out in the notice. Whether other persons are admitted will be at the discretion of the Chairman of the meeting Persons who are entitled to attend meetings may have themselves represented at the meeting by a person holding their written power of attorney. The requirement in this paragraph and in paragraph 8 that the power of attorney must be in writing is complied with if the power of attorney is recorded electronically. The company shall offer to the persons entitled to attend meetings the opportunity to notify it by electronic means, as to be set forth in the notice of meeting, of the power of attorney With respect to resolutions adopted by the general meeting the company shall act in accordance with the law both during and after meetings of shareholders Minutes of the business transacted at meetings of shareholders will be kept by a minutes secretary appointed by the Chairman of the meeting and will be signed by the Chairman and the secretary in witness of their adoption. In derogation from the provisions of the first sentence of this paragraph, the Chairman of the meeting and the Management Board may resolve to have a notarial record made of the proceedings. The documents referred to above in this paragraph will be available at the company s offices for inspection by persons entitled to attend meetings. Copies of or extracts from those documents will be supplied on request, at no more than cost, to any person entitled to attend meetings The Management Board may resolve that the business transacted at a meeting of shareholders can be monitored by electronic means of communication The Management Board may resolve that each person entitled to attend meetings (and vote thereat) may, either in person or by written power of attorney, vote at that meeting of shareholders and/or participate in that meeting of shareholders by electronic means of communication, provided that such person can be identified through the electronic means of communication and that such person can directly monitor the business transacted at the meeting of shareholders concerned. The Management AMCO:

18 Board may attach conditions to the use of the electronic means of communication, provided that such conditions are reasonable and necessary for the identification of the person entitled to attend meetings and for the reliability and security of the communication. The conditions shall be stated in the notice of meeting for the meeting of shareholders. Article Each share will confer the right to cast one vote. Members of the Management Board and Supervisory Board will have an advisory vote in that capacity All voting will be oral, unless the Chairman of the meeting determines that voting shall be by ballot The Chairman of the meeting may determine that voting is to be by acclamation, provided that none of the persons entitled to vote objects to this method of voting Blank and invalid votes will be deemed not to have been cast All resolutions will require an absolute majority of the votes cast, unless a larger majority is prescribed by law or these Articles of Association If there is a registration date as referred to in article 24 paragraph 4, the Management Board may resolve that persons entitled to attend meetings and vote thereat may, within a period prior to the meeting of shareholders to be set by the Management Board, which period cannot start prior to the registration date as meant in article 24 paragraph 4, cast their votes electronically in a manner to be decided by the Management Board or by letter. Votes cast in accordance with the previous sentence equal votes cast at the meeting. Article The annual meeting will be held within six months of the end of each financial year The agenda of that meeting will include: - the annual report; - adoption of the annual accounts; - appropriation of the profit; - the discharge of the members of the Management Board and the members of the Supervisory Board with regard to their fulfilment of their duties in the financial year concerned; - appointments to vacancies Extraordinary meetings of shareholders will be held as often as the Management Board or Supervisory Board considers necessary or in compliance with a written or electronic request to that effect, addressed to the Management Board and/or Supervisory Board, by persons who are entitled to attend meetings and represent a nominal amount of shares AMCO:

19 amounting to at least ten million euro (EUR 10,000,000), stating precisely the matters which they wish to be discussed If persons who are entitled to attend meetings and representing shares to a nominal value of at least ten million euro (EUR 10,000,000) have requested the Management Board and/or the Supervisory Board to convene a meeting of shareholders in accordance with the provisions of paragraph 3 and a meeting, to be held not later than sixty days after the dispatch of the relevant request, has not been convened within thirty days of that date, the persons requesting the meeting will be authorised to convene it. The provisions of the previous sentence are without prejudice to the powers vested in shareholders by the provisions of sections 2:110 up to and including 2:112 Dutch Civil Code Proposals of persons who are entitled to attend meetings will be included in the agenda if such proposal is made in writing to the Management Board within a period of sixty days before that meeting by persons who are entitled to attend meetings, solely or jointly representing shares amounting to at least one hundredth of the issued share capital or a value of at least fifty million euro (EUR 50,000,000). Notices of meetings and notifications. Article All notices Subject to the second sentence of section 2:111 subsection 2 Dutch Civil Code the meeting will be convened not later than on the fifteenth day before the day of the meeting. If a shorter period was observed or the meeting was not convened, valid resolutions may only be passed if passed unanimously in a meeting in which the entire issued capital is represented. The meeting will be convened in accordance with section 2:113 paragraph 2 Dutch Civil Code by advertisement in a daily newspaper. Notices of meetings and notifications by the company intended for persons who are entitled to attend meetings will may be served in respect of registered shares by letter to the addresses entered in the register of shareholders. If a person entitled to attend meetings who derives his right from registered shares agrees the notice of meeting may be replaced by a legible and reproducible message sent by electronic mail to the address indicated to the company for such purpose. In other cases notices of meetings and notifications will be served by announcements made public by electronic means that - in the case of notices of meetings - remain directly and permanently accessible until the meeting of shareholders. Furthermore notices of meetings and notifications shall be in accordance AMCO:

20 with applicable stock exchange regulations Documents will be laid open in compliance with legal provisions or applicable stock exchange regulations for inspection by persons who are entitled to attend meetings at the company s offices and at such other places as are stated in the notice of meeting or notification. Financial year; annual accounts; annual report. Article The financial year will be concurrent with the calendar year Each year, within the period prescribed by or pursuant to the law, the Management Board will draw up the annual accounts and the annual report. The drawn up annual accounts will be submitted to the Supervisory Board, which will report thereon to the general meeting The company will instruct an auditor, to be appointed by the general meeting, to examine the annual accounts and annual report drawn up by the Management Board, convey the findings to the Management Board and Supervisory Board and issue an auditors report. If the general meeting fails to appoint an auditor as stated above, the Supervisory Board will be authorised to do so. If the Supervisory Board fails to appoint an auditor, the Management Board will be authorised to do so The company shall make the annual accounts, the annual report, the auditor's report as well as the other financial accounting documents that the company must make available pursuant to statutory regulations, available within the periods prescribed by the law and in the manner prescribed by the law. Article The company will ensure that the annual accounts, the annual report, the other information prescribed by law and the report of the Supervisory Board are laid open for inspection by persons who are entitled to attend meetings at its office, from the date of the notice of the annual meeting until the end of the meeting. The company will provide persons who are entitled to attend meetings with copies of the documents referred to in the preceding sentence free of charge. If such documents are amended the provisions of the preceding sentence apply also to the amended documents The annual accounts will be adopted by the general meeting Notwithstanding the statutory provisions, discharge of the Management Board of responsibility for its management and the Supervisory Board of responsibility for its supervision in any financial year will be confined to the facts which are reflected in the annual accounts or have been communicated to the general meeting. AMCO:

21 Publication other figures and data. Article The company will make its drawn up half-yearly and quarterly figures generally available in accordance with the law. The half-yearly figures will be made generally available as soon as possible, but no later than within two months of the end of the first half of the financial year Resolutions relating to distributions and interim distributions on shares, the (method of) payment of distributions and their composition will be published immediately. Distributions. Article The company may only make distributions to the shareholders and other persons entitled to the distributable profit to the extent that the shareholders equity of the company exceeds its paid-up capital plus the reserves which are required to be maintained by law The profit shown by the annual accounts which has been adopted by the general meeting will be at the disposal of the general meeting The distributable reserves will also be at the disposal of the general meeting The company may only make interim distributions provided the requirements of paragraph 1 of this article are met, as evidenced by an interim balance sheet as referred to in section 2:105 subsection 4 Dutch Civil Code, and with the prior approval of the Supervisory Board. Distributions as referred to in this paragraph may be made payable in shares or marketable rights in respect of shares Without prejudice to the provisions of paragraph 3, the general meeting may resolve not to make distributions on shares in cash (at the shareholder s option or otherwise) but entirely or partially (at the shareholder s option or otherwise): a. in shares or marketable rights in respect of shares, or b. in securities issued by or marketable receivables from the company. A resolution as referred to in the preceding sentence may only be adopted on a motion of the Management Board which has been approved by the Supervisory Board. A proposed resolution as referred to in the first sentence under (b) will not be moved until Euronext Amsterdam N.V. has been consulted No distribution in favour of the company will be made on shares which have been acquired by the company in its own capital and shares for which the company holds depositary receipts Shares in respect of which, pursuant to the provisions of paragraph 6, no distribution may be made in favour of the company will not count for the AMCO:

22 purposes of calculating the profit appropriation Declared distributions will be made payable not later than the date determined by the Management Board. Entitlement to a distribution will lapse five years from the date on which the distribution became payable Resolutions relating to distributions and interim distributions on shares, the (method of) payment of distributions and their composition will be published immediately in the manner as prescribed by or pursuant to the law. Amendments to the Articles of Association, dissolution and legal merger/demerger. Article The general meeting may resolve to amend these Articles of Association, dissolve the company and undertake a legal merger or demerger If a motion for a resolution referred to in the preceding paragraph is to be placed before the general meeting, it must in all cases be stated in the notice convening that meeting. Copies of such motions will be made available free of charge to persons entitled to attend meetings. Article In the event of adoption of a resolution to dissolve the company, it will be liquidated by the Management Board under the supervision of the Supervisory Board, unless the general meeting appoints other liquidators. The general meeting will determine the remuneration of the liquidators These Articles of Association will remain in force as far as possible during the liquidation The assets of the company which remain after all debts have been paid, including debts relating to the liquidation, will be distributed to the shareholders and others entitled thereto in proportion to their entitlement After the company has ceased to exist, the books, documents and other data carriers will be kept for the period prescribed by law by the person appointed for that purpose by the liquidators AMCO: