This is a translation into English of the official Dutch version of the articles of association of a public company with limited liability under Dutch law. Definitions included in article 1 below appear in the English alphabetical order but will appear in the Dutch alphabetical order in the official Dutch version. In the event of a conflict between the English and Dutch texts, the Dutch text shall prevail.
ARTICLES OF ASSOCIATION** OF**
"uniQureUNIQURE** N.V.**"
as these read after the execution of the deed of amendment of the articles of association executed on 22 June 2021 before C. Holdinga, civil-law notary in Amsterdam.
In the articles of association the following terms shall have the meaning as defined below:
| - | Annual Accounts: the annual accounts referred to in section 2:361 DCC; |
| - | Annual Statement of Accounts: the Annual Accounts and, if applicable, the Annual Reportannual report as well as the additional information referred to in section 2:392 DCC; |
| - | Board: the corporate body of the Company consisting of the Executive Directors of the board in office and the Non-Executive Directors of the board in office; |
| - | Board Members: the Executive Directors of the Board in office and the Non-Executive Directors of the Board in office; |
| - | Chief Executive Officer: the Executive Director appointed as chief executive officer as referred to in article 7.3.7.4; |
| - | Company: the public limited company which organisation is laid down in these articles of association; |
| - | Enterprise Chamber: the Enterprise Chamber of the Amsterdam Court of Appeals; |
| - | Executive Director: a Board member appointed as executive director; |
| - | Dependent Company: a dependent company of the Company within the meaning of section 2:152 DCC: the Dutch Civil Code; |
| - | DCC: the Dutch Civil Code; |
| - | General Meeting: the corporate body that consists of Shareholders entitled to vote and all other persons entitled to vote / the meeting in which Shareholders and all other persons entitled to attend general meetings assemble; |
| - | Management Report: the annualmanagement report referred to in section 2:391 DCC; |
| - | Meeting Rights: the right to, either in person or by proxy authorised in writing, attend the General Meeting and to address such meeting; |
| - | Non-Executive Director: a Board member appointed as non-executive director; |
| - | Persons entitled to attend General Meetings: Shareholders as well as holders of a right of use and enjoyment (vruchtgebruik) and holders of a right of pledge with Meeting Rights; |
| - | Persons entitled to vote: Shareholders with voting rights as well as holders of a right of use and enjoyment (vruchtgebruik) and holders of a right of pledge with voting rights; |
| - | Secretary: the secretary of the Company as referred to in article 7.8.7.9; |
| - | Simple Majority: more than half of the votes cast; |
| - | Share: aan ordinary share in the share capital of the Company; |
| - | Shareholder: a holder of a Share; |
| - | Subsidiary: a subsidiary as referred to in section 2:24a DCC.; and |
| - | Works Council: the works council of the Company's business or of the business of a Dependent Company, provided that: |
| (a) | if there is more than one such works council, the powers of the Works Council under these articles of association shall be exercised by those councils separately, except that in case of a nomination as referred to in article 7.2.4, the powers of the Works Council under that provision shall be exercised by those works councils jointly; |
| (b) | if a central works council has been established for the relevant business or businesses, the powers of the Works Council under these articles of association shall vest in the central works council. |
| 2.1. | The name of the Company is: uniQure N.V. |
Its corporate seat is in Amsterdam, the Netherlands, and it may establish branch offices elsewhere.
The objects of the Company are:
| (a) | to research, develop, produce and commercialise products, services and technology in the (bio-)pharmaceutical sphere; |
| (b) | to incorporate, participate in, conduct the management of and take any other financial interest in other companies and enterprises; |
| (c) | to render administrative, technical, financial, economic or managerial services to other companies, persons or enterprises; |
| (d) | to acquire, dispose of manage and exploit real and personal property, including patents, marks, licenses, permits and other intellectual property rights; |
| (e) | to borrow and/or lend moneys, act as surety or guarantor in any other manner, and bind itself jointly and severally or otherwise in addition to or on behalf of others, |
the foregoing, whether or not in collaboration with third parties, and inclusive of the performance and promotion of all activities which directly and indirectly relate to those objects, all this in the broadest sense.
| 2.3. | The Company is subject to Sections 2:158 through 2:162 DCC and Section 2:164 DCC, which provide for the Dutch large company regime. |
| 3.1. | Authorised share capital |
| 3.1.1. | The authorized capital of the Company amounts to five million euro (EUR 4,000,0005,000,000) divided into 80,000,000 sharesone hundred million (100,000,000) Shares, each with a nominal value of five eurocent (EUR 0.05). |
| 3.1.2. | The Shares shall be in registered form and shall be consecutively numbered from 1 onwards. |
| 3.1.3. | No shareShare certificates shall be issued. |
| 3.2.1. | Shares shall be issued pursuant to a resolution of the Board if by resolution of the General Meeting the Board has been authorised for a specific period not exceeding five (5) years to issue Shares. The resolution granting the aforesaid authorisation must determine the number and class of the Shares that 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. |
| 3.2.2. | If and insofar as an authorisation as referred to in article 3.2.1 is not in force, the General Meeting shall have the power, upon the proposal of the Board to resolve to issue Shares. |
| 3.2.3. | Article 3.2.1 and 3.2.2 shall equally apply to a grant of rights to subscribe for Shares, but shall not apply to an issue of Shares to a person who exercises a previously acquired right to subscribe for Shares. |
| 3.2.4. | Save for the provisions of section 2:80 DCC, the issue price may not be below nominal value of the Shares. |
| 3.2.5. | Shares shall be issued by deed in accordance with the provisions of sections 2:86c and 2:96 DCC. |
| 3.3.1. | Shares may only be issued against payment in full of the amount at which such Shares are issued and with due observance of the provisions of sections 2:80a and 2:80b DCC. |
| 3.3.2. | Payment must be made in cash, unless an alternative contribution has been agreed. Payment other than in cash is made with due observance of the provisions of section 2:94b DCC. |
| 3.3.3. | Payment in cash may be made in a foreign currency if the Company agrees to this. In that case, the payment obligation shall be fulfilled for the amount up to which the amount paid up can be freely exchanged into euro. This rate of exchange shall be determined by the rate of exchange prevailing on the day of payment or, after application of the provisions of the next sentence, on the day referred to there. The Company may demand payment at the rate of exchange prevailing on a specific day within two (2) months prior to the last day on which payment must have been made, provided that the Shares shall be included on the official list of any stock exchange immediately following the issue. |
| 3.3.4. | The Company may grant loans for the purpose of a subscription for or an acquisition of Shares in its share capital subject to any applicable statutory provisions. |
| 3.3.5. | The Board may perform legal acts as referred to in section 2:94 DCC without the prior approval of the General Meeting. |
| 3.4.1. | Upon the issue of Shares, each Shareholder shall have a pre-emptive right to acquire such newly issued Shares in proportion to the aggregate amount of his, her or their Shares, it being understood that this pre-emptive right shall not apply to: |
| (a) | any issue of Shares to employees of the Company or employees of a group Companycompany; |
| (b) | Shares which are issued against payment in kind. |
| 3.4.2. | Pre-emptive rights may be limited or excluded by resolution of the General Meeting upon proposal of the Board. The Board shall have the power to resolve upon the limitation or exclusion of the pre-emptive right, if and to the extent the Board has been designated by the General Meeting. Such designation shall only be valid for a specific period of not more than five (5) years and may from time to time be extended with a period of not more than five (5) years. Unless provided otherwise in the designation, the designation cannot be cancelled. |
A resolution of the General Meeting to limit or exclude the pre-emptive rights as well as a resolution to designate the Board as referred to in this article 3.4.2 requires a two thirds majority of the votes cast if less than half the issued share capital is represented at a meeting.
| 3.4.3. | Without prejudice to section 2:96a DCC, the General Meeting or the Board, as the case may be, shall, when adopting a resolution to issue Shares, determine the manner in which and the period within which such pre-emptive rights may be exercised. |
| 3.4.4. | The Company shall announce the issue with pre-emptive rights and the period within which such rights can be exercised in such manner as shall be prescribed by applicable law and applicable stock exchange regulations, including, but not limited to, an announcement published by electronic means of communication. |
| 3.4.5. | This article 3.4 shall equally apply to a grant of rights to subscribe for Shares, but shall not apply to an issue of Shares to a person who exercises a previously acquired right to subscribe for Shares. |
| 3.5. | Depositary receipts for sharesShares |
The Company is not authorised to cooperate in the issue of depositary receipts for Shares.
| 4. | OWN SHARES. CAPITAL REDUCTION. |
| 4.1. | Acquisition of Shares. |
| 4.1.1. | Subject to authorisation by the General Meeting and with due observance of the applicable relevant statutory provisions, the Board may resolve on the acquisition by the Company of fully paid-up Shares. Such authorisation shall only be valid for a specific period of not more than eighteen (18) months and may from time to time be extended with a period of not more than eighteen (18) months. Acquisition by the Company of non-paid up Shares is null and void. |
| 4.1.2. | The authorisation of the General Meeting as referred to in article 4.1.1 shall not be required if the Company acquires fully paid-up Shares 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. |
| 4.2.1. | With due observance of the statutory requirements the General Meeting may resolve at the proposal of the Board to reduce the issued share capital by (i) reducing the nominal value of Shares by amending the articles of association, or (ii) cancelling: |
| (a) | Shares in its own share capital which the Company holds itself in the Company’s share capital, or |
| (b) | all issued Shares against repayment of the amount paid-up on those Shares; |
| 4.2.2. | Partial repayment on Shares pursuant to a resolution to reduce their nominal value will be made proportionally. |
| 5.1. | Form of transfer of Shares. |
| 5.1.1. | The transfer of a Share shall require a deed executed for that purpose and, save in the event that the Company itself is a party to the transaction, written acknowledgement by the Company of the transfer. The acknowledgement is to be made either in the transfer deed, or by a dated statement endorsed upon the transfer deed or upon a copy of or extract from that deed certified by a notary (notaris) or bailiff (deurwaarder), or in the manner as referred to in article 5.1.2. Service of notice of the transfer deed or of the aforesaid copy or extract upon the Company shall be the equivalent of acknowledgement as stated in this paragraph. |
| 5.1.2. | The preceding paragraph shall apply mutatis mutandis to the transfer of any limited right to a Share, provided that a pledge may also be created without acknowledgement by or service of notice upon the Company and that section 3:239 DCC applies, in which case acknowledgement by or service of notice upon the Company shall replace the announcement referred to section 3:239, subsection 3 DCC. |
| 5.1.3. | For as long as any Shares are admitted to trading on the Nasdaq Stock Market New York Stock Exchange, or on any other regulated stock exchange located in the United States of America, the laws of the State of New York shall apply to the property law aspects of the Shares reflected in the register administered by the relevant transfer agent, without prejudice to the applicable provisions of Chapters 4 and 5 of Title 10 of Book 10 DCC. |
| 6. | REGISTERS. PLEDGE. USE AND ENJOYMENT (vruchtgebruik) |
| 6.1. | Shareholders register. |
| 6.1.1. | With due observance of the applicable statutory provisions in respect of registered sharesShares, a shareholders register shall be kept by or on behalf of the Company, which register shall be regularly updated and, at the discretion of the Board, may, in whole or in part, be kept in more than one copy and at more than one address. Part of the shareholders register may be kept abroad in order to comply with applicable foreign statutory provisions or applicable listing rules. |
| 6.1.2. | Each Shareholder’s name, his, her or their address and such further information as required by law or considered appropriate by the Board, shall be recorded in the shareholders register. |
| 6.1.3. | The form and the contents of the shareholders register shall be determined by the Board with due observance of the articles 6.1.1 and 6.1.2. |
| 6.1.4. | Upon his, her or their request a Shareholder shall be provided free of charge with written evidence of the contents of the shareholders register with regard to the Shares registered in his, her or their name, and the statement so issued may be validly signed on behalf of the Company by a person to be designated for that purpose by the Board. |
| 6.1.5. | The provisions of the articles 6.1.3 and article 6.1.4 shall equally apply to persons who hold a right of use and enjoyment (vruchtgebruik) or a right of pledge on one or more Shares. |
If through any cause whatsoever one or more Shares are jointly held by two or more persons, such persons may jointly exercise the rights arising from those Shares, provided that these persons be represented for that purpose by one from their midst or by a third party authorised by them for that purpose by a written power of attorney.
The Board may, whether or not subject to certain conditions, grant an exemption for the provision of the previous sentence.
| 6.3.1. | Shares may be encumbered with a pledge as security for a debt. |
| 6.3.2. | If a Share is encumbered with a pledge, the voting right attached to that Share shall vest in the Shareholder, unless at the creation of the pledge the voting right has been granted to the pledgee. |
| 6.3.3. | Shareholders who as a result of a right of pledge do not have voting rights, have Meeting Rights. |
| 6.4. | Right of use and enjoyment (vruchtgebruik). |
| 6.4.1. | Shares may be encumbered with a right of use and enjoyment. |
| 6.4.2. | If a Share is encumbered with a right of use and enjoyment, the voting right attached to that Share shall vest in the Shareholder, unless at the creation of the right of use and enjoyment the voting right has been granted to the holder of the right of use and enjoyment. |
| 6.4.3. | Shareholders who as a result of a right of use and enjoyment do not have voting rights, have Meeting Rights. |
| 7.1.1. | The Company shall be managed by the Board. |
| 7.1.2. | The Board shall consist of one or more Executive Directors and onethree or more Non-Executive Directors The board, with the Non-Executive Directors forming the majority of the Board. The Board shall determine the number of Executive Directors and the number of Non-Executive Directors, provided that the number of Executive Directors shall at all times be less than the number of Non-Executive Directors. If there are fewer than three Non-Executive Directors in office, the Board shall promptly take measures to increase the number of Non-Executive Directors. |
Only natural persons can bea Non-Executive Director.
| 7.1.3. | The Board shall adopt a profile of its size and composition, taking into account the nature of the business, its activities and the desired expertise and background of the Non-Executive Directors. The Board shall discuss the profile in the General Meeting and with the Works Council each time it is amended. |
| 7.2. | Board: appointment, suspension and dismissal. |
| 7.2.1. | The Executive Directors and the Non-Executive Directors shall be appointed as such byappoint the Executive Directors and may at any time suspend or dismiss any Executive Director. The Non-Executive Directors shall notify the General Meeting at the binding nomination of the of a proposed appointment of an Executive Director. The Non-Executive Directors shall not dismiss an Executive Director until after the General Meeting has been consulted about the proposed dismissal. |
| 7.2.2. | Except as provided in article 7.2.4, the Non-Executive Directors shall be appointed by the General Meeting based on a nomination by the Non-Executive Directors. The nomination must be presented to the General Meeting and the Works Council concurrently. The nomination must be supported with reasons. The nomination shall not be presented to the General Meeting until after the Works Council has been given the opportunity to determine its position on the matter in a timely fashion before the date of the convocation of the General Meeting. The chairperson of the Works Council or a member of the Works Council designated by the chairperson of the Works Council may explain the position of the Works Council in the General Meeting. The absence of that position shall not affect the decision-making on the proposed appointment. |
| 7.2.2. | If an Executive Director or Non-Executive Director is to be appointed, the Non-Executive Directors shall make a binding nomination of at least the number of persons as prescribed by law. |
The General Meeting may at all times overrule the binding nomination by a resolution adopted by at least a two thirds majority of the votes cast, provided such majority represents more than halfthe issued share capital. If the General Meeting overruled the binding nomination, the Non-Executive Directors shall make a new nomination.
The nomination shall be included in the notice of the General Meeting at which theappointment shall be considered.
If a nomination has not been made or has not been made in due time, this shall be stated in the notice and the General Meeting shall be free to appoint a Board Member at its discretion.
| 7.2.3. | A resolution to appoint a Board Member that was not nominated byThe General Meeting and the Works Council may recommend persons to the Non-Executive Directors may only be adopted by at least a two thirds majority of the votes cast, provided such majority represents more than half the issued share capital.for their nomination of a Non-Executive Director. To this end, the Non-Executive Directors shall inform these bodies in a timely fashion when, why and in accordance with which profile a vacancy in their midst must be filled. If the enhanced right of recommendation set out in article 7.2.4 applies to the vacancy, the Non-Executive Directors shall state this as well. |
| 7.2.4. | When a proposal for appointment of a person as Executive Director is made, the following particulars shall be stated: his age and the position he holds or has held, insofar as these are relevant for the performance of the duties of an Executive Director. The proposal must state the reasons on which it is based.For one-third of the number of Non-Executive Directors, the Non-Executive Directors shall nominate a person recommended by the Works Council, unless the Non-Executive Directors object to such recommendation based on the expectation that the person recommended will be unfit to fulfil the duties of a Non-Executive Director or that the group of Non-Executive Directors will not be properly composed upon the appointment in accordance with the recommendation. If the number of Non-Executive Directors is not divisible by three, the closest lower number divisible by three shall be used to determine the number of Non-Executive Directors in respect of which the enhanced right of recommendation applies. At least one Non-Executive Director appointed pursuant to this article 7.2.4 shall be part of the compensation committee of the Board. |
| 7.2.5. | When a proposal for appointment of a person as Non-Executive Director is made, the following particulars shall be stated: his age, his profession, the number of shares he holds and the positions he holds or has held, insofar as these are relevant for the performance of the duties of a Non-Executive Director. Furthermore, the names of the legal entities of which he is already a non-executive director shall be indicated; if those include legal entities which belong to the same group, reference of that group will be sufficient. The proposal must state the reasons on which it is based. |
| 7.2.5. | In case of an objection by the Non-Executive Directors pursuant to article 7.2.4, they shall notify the Works Council of their objection, stating their reasons. The Non-Executive Directors shall promptly consult with the Works Council in an attempt to reach agreement on the nomination. If the Non-Executive Directors establish that agreement cannot be reached, a |
representative of the Non-Executive Directors designated for that purpose shall request the Enterprise Chamber to rule that the objection is well-founded. The application shall not be filed before four weeks have passed after the start of the consultation with the Works Council. If the Enterprise Chamber declares the objection unfounded, the Non-Executive Directors shall nominate the person recommended. If the Enterprise Chamber declares the objection well-founded, the Works Council may make a new recommendation in accordance with article 7.2.4.
| 7.2.6. | Board Members are appointed for a maximum term of four (4) years, provided that, unless a Board Member resigns earlier, his term of appointment shall end at the close of the annual General Meeting to be held in the fourth year after the year of his appointment.The General Meeting may reject a nomination made pursuant to article 7.2.2 by Simple Majority representing at least one-third of the issued share capital. If the Shareholders withhold their support for the candidate by Simple Majority without such majority representing at least one-third of the issued share capital, a new General Meeting may be convened where the nomination may be rejected by Simple Majority. In that case, the Non-Executive Directors shall prepare a new nomination. Articles 7.2.3 through 7.2.5 shall apply mutatis mutandis. If the General Meeting does not appoint the person nominated and does not pass a resolution rejecting the nomination, the Non-Executive Directors shall appoint the person nominated. |
A Board Member may be reappointed with due observance of thepreceding sentence. The Board shall draw up a retirement schedule for the Board Members.
| 7.2.7. | The General Meeting shall at all times be entitled to suspend or dismiss a Board Membermay delegate the right vested in it under article 7.2.3 to a committee of Shareholders designated by it, for a period set by it, in each case for a maximum of two consecutive years. In that case, the Non-Executive Directors shall make the notification under article 7.2.3 to such committee. The General Meeting may only adopt a resolution to suspend or dismiss a Board Member by at least a two thirds majority of the votes cast, provided such majority represents more than half the issued share capitalrevoke the delegation at any time. |
A second General Meeting as referred to in section 2:120, subsection 3 DCC may not be convened.
The Board shall also at all times be entitled to suspend (but not to dismiss) an Executive Director. Within three (3) months after a suspension of a Board Member has taken effect, the General Meeting or the Board if the Board resolves to suspend the Board Member, will resolve to either terminate or extend the suspension for a maximum period of another three (3) months. The suspended Board Member shall be given the opportunity to account for his actions at that meeting.
| 7.2.8. | If neither such resolution is adopted or the General Meeting has resolved to dismiss the Board Member, the suspension shall terminate after the period of suspension has expired. |
| 7.2.8. | A Non-Executive Director shall resign no later than on the day of the first General Meeting held after four years have passed from such Non-Executive Director's most recent appointment. A resigning Non-Executive Director may be reappointed. |
| 7.2.9. | A Non-Executive Director may be suspended by the Non-Executive Directors. Such a suspension shall terminate by operation of law if, within one month after the start of the |
suspension, the Company has not requested the Enterprise Chamber to dismiss the relevant Non-Executive Director pursuant to article 7.2.10.
| 7.2.10. | Upon application, the Enterprise Chamber may dismiss a Non-Executive Director for dereliction of duties, for other important reasons or because of a material change in circumstances as a result of which the Company cannot reasonably be expected to retain such person as a Non-Executive Director. Such an application may be made by the Company, represented for this purpose by the Non-Executive Directors, or by a representative of the General Meeting or the Works Council designated for this purpose. |
| 7.2.11. | At a General Meeting, a resolution to appoint a Non-Executive Director can only be passed in respect of candidates whose names are stated for that purpose in the agenda of that General Meeting or the explanatory notes thereto. |
| 7.2.12. | By Simple Majority representing at least one-third of the issued share capital, the General Meeting may pass a resolution of no-confidence in the Non-Executive Directors. The resolution shall be supported with reasons. The resolution may not be passed in respect of Non-Executive Directors appointed by the Enterprise Chamber in accordance with article 7.2.14. |
| 7.2.13. | A resolution as referred to in article 7.2.12 may only be passed after the Board has notified the Works Council of the proposed resolution and the reasons for it. The notification shall be made at least thirty days prior to the General Meeting at which the proposal is to be considered. If the Works Council has determined its position on the proposal, the Board shall inform the Non-Executive Directors and the General Meeting of that position. The Works Council may have its position explained in the General Meeting. |
| 7.2.14. | The resolution referred to in article 7.2.12 shall result in the immediate dismissal of all Non-Executive Directors. In that case, the Executive Directors shall promptly request the Enterprise Chamber to temporarily appoint one or more Non-Executive Directors. The Enterprise Chamber shall make arrangements in respect of the consequences of the appointment. The temporary Non-Executive Directors shall cause a new group of Non-Executive Directors to be appointed in accordance with this article 7.2 within a period set by the Enterprise Chamber. |
| 7.2.15. | If there are no Non-Executive Directors in office, other than as a result of article 7.2.12, appointments of Non-Executive Directors shall be made by the General Meeting in accordance with Section 2:159 DCC. |
| 7.3. | Absence or inability to act |
7.2.97.3.1. In the event of the absence or inability to act of one or more Board Members, the powers of the Board remain intact, provided that:
| (i) | the Non-Executive Directors shall be authorised to temporarily fill the vacant position for a period up to the first General Meeting or, in case of a Board Member unable to act, up to the moment he, she or they is/are no longer unable to act; |
| (ii) | in the event of the absence or inability to act of all members of the Board, the Secretary shall temporarily be responsible for the management of the Company until the vacancies have been filled. |
In the event of the absence or inability to act of all members of the Board, the Secretary shall as soon as possible take the necessary measures to make a definitive arrangement.
The term prevented from acting means A Board Member shall be considered absent or unable to act, as applicable, within the meaning of this article:
| (i) | during the existence of a vacancy on the Board, including as a result of: |
| (i) | suspensionhis or her death; |
| (ii) | illnesshis or her dismissal by the Non-Executive Directors or the Enterprise Chamber, as applicable; or |
| (iii) | his or her voluntary resignation before his or her term of office has expired; |
| (iv) | not being reappointed by the General Meeting, notwithstanding a nomination to that effect by the Non-Executive Directors, |
provided that the Board may always decide to decrease the number of Board Members such that a vacancy no longer exists; or
| (ii) | during his or her suspension; |
| (iii) | inaccessibility,during an illness; |
| (iv) | during an inaccessibility, |
in the events referred to under sub (iiiii) and (iiiiv) without the possibility of contact between the Board Member concerned and the Company for a period of five (5) days, unless the Board or the Secretary sets a different term in the case at hand.
| 7.37.4. | Chief Executive Officer. ChairmanChair of the Board. |
7.3.17.4.1. The Board shall appoint an Executive Director as Chief Executive Officer for such period as the Board may decide. The Board may dismiss the Chief Executive Officer, provided that the Chief Executive Officer so dismissed shall subsequently continue his, her or their term of office as an Executive Director without having the title of Chief Executive Officer.
In addition, the Board may grant other titles to an Executive Director.
7.3.27.4.2. The Board shall appoint a Non-Executive Director to bechairman chair of the Board for such period as the board may decide. The Board may dismiss the chair, provided that the chair so dismissed shall subsequently continue his, her or their term of office as a Non-Executive Director without having the title of chair.
7.3.37.4.3. The Board may appoint one or more of the Non-Executive Directors asvice-chairman vice-chair of the Board for such period as the Board may decide. If thechairman chair is absent or unwilling to take the chair, avice-chairman vice-chair shall be entrusted with such duties of thechairman chair as the Board may decide. The Board may dismiss the vice-chair, provided that the vice-chair so dismissed shall subsequently continue his, her or their term of office as a Non-Executive Director without having the title of vice-chair.
7.3.47.4.4. If nochairman chair has been appointed or if thechairman chair is absent or unwilling to take the chair, a meeting of the Board shall be presided over by avice-chairman vice-chair or in the event of his, her or their absence or unwillingness to take the chair, by a Board Member or another person present designated for such purpose by the meeting.
| 7.47.5. | Board: remuneration. |
7.4.17.5.1. The Company must establish a policy in respect of the remuneration of the Board. The remuneration policy is adopted by the General Meeting upon the proposal of the Non-Executive Directors.
The remuneration of the Executive Directors shall be determined by the Non-Executive Directors with due observance of the remuneration policy adopted by the General Meeting. The remuneration of the Non-Executive Directors shall be determined by the Board with due observance of the remuneration policy adopted by the General Meeting.
7.4.27.5.2. A proposal with respect to remuneration schemes in the form of Shares or rights to Shares is submitted by the Non-Executive Directors to the General Meeting for its approval.
This proposal must set out at least the maximum number of Shares or rights to Shares to be granted to members of the Board and the criteria for granting or amendment.
7.5.17.6.1. Meetings of the Board may be called at any time, either by one or more Board Members or, on his, her or their instructions, by the Secretary.
7.5.27.6.2. The Secretary may attend the meetings of the Board. The board may decide to permit others to attend a meeting as well.
7.5.37.6.3. Each Board Member will have the right to cast one (1) vote. The Board shall adopt its resolutions byan absolute majority of votes cast Simple Majority. In the event of a tie, the proposal shall be considered rejected.
7.5.47.6.4. A Board Member will not participate in deliberations and the adoption of resolutions in respect of which he, she or they has/have a personal direct or indirect conflict of interest with the company or its enterprise. If all Board Members have a conflict of interest, the resolution concerned will be adopted by the General Meeting.
7.5.57.6.5. The minutes of meetings of the Board shall be kept by the Secretary. The minutes shall be adopted by the Board at the same meeting or at a subsequent meeting.
If the Board has adopted resolutions without holding a meeting, the Secretary shall keep a record of each resolution adopted without holding a meeting. Such record shall be signed by thechairman chair and the Secretary.
| 7.67.7. | Board: powers, division of duties, restrictions. |
7.6.17.7.1. The Board shall be entrusted with the management of the Company and shall for such purpose have all the powers within the limits of the law that are not granted by the articles of association to others. Theday to dayday-to-day management of the Company shall be
entrusted to the Executive Directors. The task to supervise the performance by the Directors of their duties cannot be taken away from the Non-Executive Directors.
7.6.27.7.2. With due observance of the articles of association the Board shall adopt one or more sets of regulations dealing with such matters as its internal organisation, the manner in which decisions are taken, the composition, the duties and organisation of committees as referred to in article 7.6.47.7.4. and any other matters concerning the Board, the Chief Executive Officer, the Executive Directors, the Non-Executive Directors and the committees established by the Board.
7.6.37.7.3. The Executive Directors may adopt legally valid resolutions with respect to matters that fall within the scope of their duties referred to in article 7.6.17.7.1. and 7.6.27.7.2. The Non-Executive Directors may also adopt legally valid resolutions with respect to matters that fall within the scope of their duties referred to in article 7.6.17.7.1. and 7.6.27.7.2.
7.6.47.7.4. The Board may establish such committees as it may deem necessary which committees may consist of one or more Board Members or of other persons.
7.6.57.7.5. The Executive Directors shall timely provide the Non-Executive Directors with all information required for the exercise of their duties.
7.6.67.7.6. Without prejudice to any other applicable provisions of these articles of association, the Board shall require the approval of the General Meeting for resolutions of the Board regarding a significant change in the identity or nature of the Company or the enterprise, including in any event:
| (a) | the transfer of the enterprise or practically the entire enterprise to a third party; |
| (b) | the entry into or termination of any long-lasting cooperation by the Company or a Subsidiary with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that such cooperation or the termination thereof is of significant importance to the Company; and |
| (c) | the acquisition or disposal of a participating interest in the capital of a Company with a value of at least one-third of the sum of the assets according to the consolidated balance sheet with explanatory notes thereto according to the last adopted Annual Accounts of the Company, by the Company or a Subsidiary. |
7.7.17.8.1. The Board as well as two (2) Executive Directors acting jointly are authorised to represent the Company. In case only one Executive Director is in office, such Executive Director is authorised to represent the Company acting independently
7.7.27.8.2. The Board may grant one or more persons, whether or not employed by the Company, the power to represent the Company (procuratie) or grant the power to represent the Company on a continuing basis in a different manner.
7.8.17.9.1. The Board shall appoint a Secretary from outside its members.
7.8.27.9.2. The Secretary shall participate in the meetings of the Board, as well as the meetings of the committees established by the Board, this in conformity with theregulationsto be decided upon.
7.8.37.9.3. The Secretary shall further have such powers as are assigned tohim them by the articles of association and, subject to the articles of association, by the Board on or after his, her or their appointment.
7.8.47.9.4. The Secretary may be removed from office at any time by the Board.
7.97.10.Indemnification Board Members.
7.9.17.10.1. Unless Dutch law provides otherwise, the following shall be reimbursed to current and former members of the Board:
| (a) | the reasonable costs of conducting a defence against claims based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at the Company’s request; |
| (b) | any damages or fines payable by them as a result of an act or failure to act as referred to under a; |
| (c) | the reasonable costs of appearing in other legal proceedings in which they are involved as current or former members of the Board, with the exception of proceedings primarily aimed at pursuing a claim on their own behalf. |
There shall be no entitlement to reimbursement as referred to above if and to the extent that:
| (d) | a Dutch court or, in the event of arbitration, an arbitrator has established in a final and conclusive decision that the act or failure to act of the person concerned can be characterised as wilful (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar) conduct, unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness; or |
| (e) | the costs or financial loss of the person concerned are covered by an insurance and the insurer has paid out the costs or financial loss.; and |
| (f) | for any financial losses, damages or expenses incurred in connection with a settlement of any proceedings effected without the Company's prior consent. |
If and to the extent that it has been established by a Dutch court or, in the event of arbitration, an arbitrator in a final and conclusive decision that the person concerned is not entitled to reimbursement as referred to above, he, she or they shall immediately repay the amount reimbursed by the Company.
7.9.27.10.2. The Company may take out liability insurance for the benefit of the persons concerned.
7.9.37.10.3. The Board may by agreement give further implementation to the above.
| 8.1.1. | General Meetings shall be held in Amsterdam or in the municipality of Haarlemmermeer (Schiphol Airport). |
| 8.1.2. | A General Meeting shall be held once a year, no later than six (6) months after the end of the financial year of the Company. |
| 8.1.3. | The Board shall provide the General Meeting with all requested information, unless this would be contrary to an overriding interest of the Company. If the Board invokes an overriding interest, it must give reasons. |
| 8.2. | Extraordinary General Meetings. |
Extraordinary General Meetings shall be convened by the Board or by those who are authorised by law or pursuant to these articles of association to do so.
| 8.3. | General Meetings: notice and agenda. |
| 8.3.1. | Notice of the General Meeting shall be given by the Board or by those who are authorised by law or pursuant to these articles of association to do so upon a term of at least such number of days prior to the day of the meeting as required by law, in accordance with law and the regulations of the stock exchange where the Shares in the share capital of the Company at the Company’s request are officially listed.with due observance of the relevant statutory minimum convening period. |
| 8.3.2. | The Board or the person who is authorised by law or pursuant to these articles of association to convene the meeting may decide that the convocation letter in respect of a person authorised to attend a General Meeting who agrees thereto, is replaced by a legible and reproducible message sent by electronic mail to the address indicated by him to the Company for such purpose. |
| 8.3.3. | The notice shall state the subjects on the agenda or shall inform the persons authorised to attend a General Meeting that they may inspect the agenda at the office of the Company and that copies thereof are obtainable at such places as are specified in the notice. |
| 8.3.4. | The agenda for the annual General Meeting shall in any case include the following items: |
| (a) | the consideration of Annual Statement of Accounts; |
| (b) | the adoption of the Annual Accounts; |
| (c) | the appropriation of profits; |
| (d) | proposals relating to the composition of the Board, including the filling of any vacancies in the Board; |
| (e) | the proposals placed on the agenda by the Board together with proposals made by Shareholders in accordance with provisions of the law and the provisions of the articles of association. |
| 8.3.5. | A matter, the consideration of which has been requested in writing by one or more Shareholders, representing solely or jointly at least the percentage prescribed by law of the issued share capital, will be placed on the notice or will be announced in the same manner if the Company has received the request not later than on the date as prescribed by law. |
| 8.3.6. | The Board shall informIf and when allowed pursuant to applicable law, the Board may also decide whether (and if so, under what conditions, subject to the conditions required under applicable law) the General Meeting by means of a shareholders’ circular or explanatory notes to the agenda of all facts and circumstances relevant to the proposals on the agenda.shall also or exclusively be accessible through the use of electronic means. In that case, references in these articles of association to attendance of a General Meeting shall include attendance by electronic means and article 8.4.4, with the exception of the first sentence of article 8.4.4, shall apply mutatis mutandis in respect of attendance by electronic means. |
| 8.4. | General Meetings: attendance of meetings. |
| 8.4.1. | The persons who are entitled to attend the General Meeting are persons who: |
| (i) | are a Shareholder or a person who is otherwise entitled to attend the General Meeting as per a certain date, determined by the Board, such date hereinafter referred to as: the “record date”; |
| (ii) | are as such registered in a register (or one or more parts thereof) designated thereto by the Board, hereinafter referred to as: the “register”; and |
| (i) | have given notice in writing to the Company prior to a date set in the notice that they will attend a General Meeting, |
regardless of who will be Shareholder at the time of the meeting. The notice will contain the name and the number of Shares the person will represent in the meeting. The provision above under (iii) concerning the notice to the Company also applies to the proxy holder of a person authorised to attend a General Meeting.
| 8.4.2. | The Board may decide that Persons entitled to attend General Meetings and vote thereat may, within a period prior to the General Meeting to be set by the Board, which period cannot begin prior to the record date as meant in article 8.4.1, cast their votes electronically in a manner to be decided by the Board. Votes cast in accordance with the previous sentence are equal to votes cast at the meeting. |
| 8.4.3. | The Board may decide that the business transacted at a General Meeting can be taken note of by electronic means of communication. |
| 8.4.4. | The Board may decide that each person entitled to attend General Meetings and vote thereat may, either in person or by written proxy, vote at that meeting by electronic means of communication, provided that such person can be identified via the electronic means of communication and furthermore provided that such person can directly take note of the business transacted at the General Meeting concerned. The Board may attach conditions to the use of the electronic means of communication, which conditions shall be announced at the convocation of the General Meeting and shall be posted on the Company’s website. |
| 8.4.5. | Board Members shall have admission to the General Meetings. They shall have an advisory vote at the General Meetings. |
| 8.4.6. | Furthermore, admission shall be given to the persons whose attendance at the General Meeting is approved by the chairmanchair of the meeting. |
| 8.4.7. | All issues concerning the admittance to the General Meeting shall be decided by the chairmanchair of the meeting. |
| 8.5. | General Meetings: order of the meeting, minutes. |
| 8.5.1. | The General Meeting will be chaired by the chairmanchair of the Board or in his, her or their absence by one of the other Non-Executive Directors designated by the Board; if none of the Non-Executive Directors is present at the meeting, the meeting will be chaired by one of the Executive Directors designated by the Board. The chairmanchair shall designate the secretary. |
| 8.5.2. | The chairmanchair of the meeting shall determine the order of proceedings at the meeting with due observance of the agenda and he, she or they may restrict the allotted speaking time or take other measures to ensure orderly progress of the meeting. |
| 8.5.3. | All issues concerning the proceedings at the meeting, shall be decided by the chairmanchair of the meeting. |
| 8.5.4. | Minutes shall be kept of the business transacted at the meeting unless a notarial record is prepared thereof. Minutes shall be adopted and in evidence of such adoption be signed by the chairmanchair and the secretary of the meeting concerned. |
| 8.5.5. | A certificate signed by the chairmanchair and the secretary of the meeting confirming that the General Meeting has adopted a particular resolution, shall constitute evidence of such resolution vis-à-vis third parties. |
| 8.6. | General Meetings: adoption of resolutions. |
| 8.6.1. | Unless another majority of votes or quorum is required by virtue of the law, all resolutions of the General Meeting shall be adopted by at least a simple majority of the votes cast,Simple Majority in a meeting where more thanat least one-third of the issued share capital is represented. |
A second meeting referred to in article 2:120, subsection 3 DCC cannot be convened.
| 8.6.2. | Each Share confers the right to cast one (1) vote at the General Meeting. |
Blank votes and, invalid votesand abstentions shall be regarded as not having been cast. Shares in respect of which an invalid or blank vote has been cast and Shares in respect of which an abstention has been made shall be taken into account when determining the part of the issued share capital that is represented at a General Meeting
| 8.6.3. | No votes may be cast at the General Meeting in respect of Shares which are held by the Company or any of its Subsidiaries. |
Holders of a right of use and enjoyment (vruchtgebruik) and pledgees of Shares which belong to the Company or its Subsidiaries shall not be excluded from the right to vote if the right of use and enjoyment or pledge was created before the Shares concerned were held by the Company or a Subsidiary of the Company and at the creation of the right of pledge or the
right of use and enjoyment, the voting rights were granted to the pledgee or holder of the right of use and enjoyment.
| 8.6.4. | The chairmanchair of the General Meeting determines the method of voting. |
| 8.6.5. | The ruling pronounced by the chairmanchair of the General Meeting in respect of the outcome of any vote taken at a General Meeting shall be decisive. The same shall apply to the contents of any resolution passed. |
| 8.6.6. | Any and all disputes with regard to voting for which neither the law nor the articles of association provide shall be decided by the chairmanchair of the General Meeting. |
| 9. | FINANCIAL YEAR. AUDITOR. |
| 9.1. | Financial year; Annual Statement of Accounts. |
| 9.1.1. | The financial year of the Company shall be the calendar year. |
| 9.1.2. | Annually, within the term set by law, the Board shall prepare Annual Accounts. |
The Annual Accounts shall be accompanied by the auditor’s statement referred to in article 9.2.1, if the instruction referred to in that article has been given, by the Management Reportof the Board of Directors, unless section 2:391 DCC does not apply to the Company, as well as by the other particulars to be added to those documents by virtue of applicable statutory provisions.
The Annual Accounts shall be signed by all Board Members; if the signature of one or more of them is lacking, this shall be disclosed, stating the reasons therefor.
| 9.1.3. | The Company shall ensure that the Annual Accounts as prepared, the Management Report of the Board of Directors (if applicable) and the other particulars referred to in article 9.1.2 shall be made available at the office of the Company as of the date of the notice of the General Meeting at which they are to be discussed. The Board shall also send the Annual Accounts to the Works Council. |
The Shareholders and other Persons entitled to attend General Meetings may inspect the above documents at the office of the Company and obtain a copy thereof free of charge.
| 9.2.1. | The General Meeting shall instruct a registered accountant or another expert, as referred to in section 2:393, subsection 1 DCC, both hereinafter called: the “auditor”, to audit the Annual Accounts prepared by the Board, in accordance with the provisions of section 2:393, subsection 3 DCC. The auditor shall report on his, her or their audit to the Board and shall present the results of his, her or their examination regarding the accuracy of the Annual Accounts in an auditor’s statement. |
| 9.2.2. | If the General Meeting fails to give such instructions, then the Board shall be so authorised. |
| 9.2.3. | The instruction given to the auditor may be revoked by the General Meeting and by the corporate body which has given such instruction. |
The instruction may only be revoked for good reasons with due observance of section 2:393, subsection 2 DCC.
| 9.2.4. | The Board may give instructions to the auditor or any other auditor at the expense of the Company. |
| 10.1. | Profit and loss. Distributions on Shares. |
| 10.1.1. | The Board will keep a share premium reserve and profit reserve for the Shares. |
| 10.1.2. | The Company may make distributions on Shares only to the extent that its shareholders’ equity exceeds the sum of the paid-up and called-up part of the capital and the reserves which must be maintained by law. |
| 10.1.3. | Distributions of profit, meaning the net earnings after taxes shown by the adopted Annual Accounts, shall be made after the adoption of the Annual Accounts from which it appears that they are permitted, without prejudice to any of the other provisions of these articles of association. |
| 10.1.4. | The Board may determine that any amount out of the profit shall be added to the reserves. |
| 10.1.5. | The profit remaining after application of article 10.1.4 shall be at the disposal of the General Meeting, which may resolve to carry it to the reserves or to distribute it among the Shareholders. |
| 10.1.6. | On a proposal of the Board the General Meeting may resolve to distributemake distributions to the Shareholders a dividend in the form of Shares in the share capital of the Company. |
| 10.1.7. | Subject to the other provisions of this article 10.1 the General Meeting may, on a proposal made by the Board resolve to make distributions to the Shareholders to the debit of one (1) or several reserves which the Company is not prohibited from distributing by virtue of the law. However, the Board may resolve to charge amounts to be paid up on Shares (including amounts in excess of the nominal value of the Shares concerned) against one (1) or several reserves which the Company maintains, irrespective of whether those Shares are issued to existing Shareholders. |
| 10.1.8. | The parties entitled to a distribution shall be the relevant Shareholders, usufructuaries and pledgees, as the case may be, at a date to be determined by the body declaring the dividend for that purpose. This date shall not be earlier than the date on which the distribution was announced. |
| 10.1.9. | Any proposal for a distribution on Shares shall be announced by the Board in accordance with the applicable law and regulations of the stock exchange where the Shares at the Company’s request are officially listed. The announcement shall specify when and how the dividend shall be payable or - in the case of a proposal for distribution - is expected to be made payable. |
| 10.1.10. | Distributions shall be payable no later than thirty (30) days after the date they were declared, unless the body declaring the distribution determines a different date. |
| 10.1.11. | Distributions which have not been claimed upon the expiry of five (5) years and one (1) day after the date when they became payable shall be forfeited to the Company and shall be carried to the reserves. |
| 10.1.12. | The Board may determine that distributions on Shares shall be made payable either in euro or in another currency. |
10.1.810.1.13. Nodividends distributions shall be paid on Shares held by the Company in its own share capital, unless such Shares are encumbered with a right of use and enjoyment (vruchtgebruik) or pledge.
| 10.2. | Interim distributions. |
| 10.2.1. | The Board may resolve to make interim distributions to the Shareholders if an interim statement of assets and liabilities shows that the requirement of article 10.1.2 has been met. |
| 10.2.2. | The interim statement of assets and liabilities shall relate to the condition of the assets and liabilities on a date no earlier than the first day of the third month preceding the month in which the resolution to distribute is published. It shall be prepared on the basis of generally acceptable valuation methods. The amounts to be reserved under the law and these articles of association shall be included in the statement of assets and liabilities. It shall be signed by the Board Members. If the signature of one or more of them is lacking, this shall be disclosed, stating the reasons therefor. |
| 10.2.3. | Any proposal for distribution of dividend on Shares and any resolution to distribute an interim dividend on Shares shall immediately be published by the Board in accordance with the regulations of the stock exchange where the Shares at the Company’s request are officially listed. The notification shall specify the date when and the place where the dividend shall be payable or - in the case of a proposal for distribution of dividend - is expected to be made payable. |
| 10.2.4. | Dividends shall be payable no later than thirty (30) days after the date they were declared, unless the body declaring the dividend determines a different date. |
| 10.2.5. | Dividends which have not been claimed upon the expiry of five (5) years and one (1) day after the date when they became payable shall be forfeited to the Company and shall be carried to the reserves. |
| 10.2.6. | The Board may determine that distributions on Shares shall be made payable either in euro or in another currency. |
| 11. | AMENDMENT OF THE ARTICLES OF ASSOCIATION, DISSOLUTION OF THE COMPANY. |
| 11.1. | A resolution to amend the articles of association or to dissolve the Company may only be adopted at the proposal of the Board. |
| 11.2.1. | On the dissolution of the Company, the liquidation shall be carried out by the Board, unless otherwise resolved by the General Meeting. |
| 11.2.2. | Pending the liquidation the provisions of these articles of association shall remain in force to the fullest extent possible. |
| 11.2.3. | The surplus assets of the Company remaining after satisfaction of its debts shall, in accordance with the provisions of section 2:23b DCC, be for the benefit of the Shareholders in proportion to the nominal value amount of the Shares held by each of them. |
| 12. | FEDERAL FORUM SELECTION. |
| 12.1. | Unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended, to the fullest extent permitted by applicable law, shall be the United States federal district courts. |
