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This document is an unofficial English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardising the overall continuity o

Key Takeaway: document is an unofficial English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text, except that, for convenience, the definitions set o

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document is an unofficial English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to
translate as literally as possible without jeopardising the overall continuity of the text, except that, for convenience, the definitions
set out in article 1.1 of the articles of association contained in this document have been placed in the English alphabetical order. 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 and not in their original Dutch terms. The concepts concerned may not be identical to concepts described
by the English terms as such terms may be understood under the laws of other jurisdictions.
ARTICLES OF ASSOCIATION
means the annual accounts referred to in section 2:361 of the Dutch Civil Code;
"Articles of Association"
means these articles of association;
auditor as referred to in section 2:393 subsection 1 of the Dutch Civil Code or an organisation within which such auditors cooperate,
in each case, as the context may require;
"Board of Directors"
means the board of directors of the Company;
"Chief Executive Officer"
means the Executive Director who has been granted the title of Chief Executive Officer in accordance with these Articles of Association;
public company under Dutch law which is governed by these Articles of Association;
a director of the Company, including each Executive Director and each Non-Executive Director, unless the context otherwise requires;
"Convertible Reserve"
means a reserve referred to in sections 2:389 or 2:390 of the Dutch Civil Code;
"Distributable Reserve"
means a distributable reserve other than a share premium reserve maintained by the Company for the benefit of the holders of a series
of Preferred Shares pursuant to these Articles of Association;
"Executive Director"
means an executive director of the Company;
means the body of the Company consisting of the Persons with Meeting Rights or a meeting of Persons with Meeting Rights, in each case,
as the context may require;
"Group" means a group
as referred to in section 2:24b of the Dutch Civil Code;
"Group Company" means
a legal person or partnership affiliated with the Company in a group as referred to in section 2:24b of the Dutch Civil Code;
"Indemnified Person"
means a current or former Director;
means the management report referred to in section 2:391 of the Dutch Civil Code;
means the right to attend the General Meeting and to address the General Meeting;
"Non-Executive Director"
means a non-executive director of the Company;
means an ordinary share in the share capital of the Company;
"Person with Meeting Rights"
means a person to whom the Meeting Rights accrue;
holder of a right of pledge on one or more Shares;
means a preferred share in the share capital of the Company;
"Share" means a share
in the share capital of the Company, including each Ordinary Share and each Preferred Share, unless the context otherwise requires;
a holder of one or more Shares;
a subsidiary as referred to in section 2:24a of the Dutch Civil Code;
"Usufructuary" means
a holder of a right of usufruct on one or more Shares.
The objects of the Company are:
as well as all activities which are
incidental to or which may be conducive to any of the foregoing in the broadest sense.
all with due observance
The Company shall be authorised to
cooperate in the issue of depositary receipts for Shares.
These items need not be mentioned
in the notice of meeting if the period for preparing the Annual Accounts and for presenting the Management Report has been extended by
the General Meeting or if the notice of meeting mentions a proposal to that effect.
shall be presided over by the chairman of the Board of Directors, who, nevertheless, may charge another person to preside over the meeting
in his or her place even if he or she is present at the meeting. If the chairman of the Board of Directors is absent and he or she has
not charged another person to preside over the meeting in his or her place, the Directors present at the meeting shall appoint one of
them to be chairman. In the absence of all Directors, the General Meeting shall appoint its chairman. The chairman shall designate the
secretary of the General Meeting.
The Company's financial year shall
coincide with the calendar year.
year the profits are insufficient to make such distributions, the deficit shall, to the extent possible, be distributed out of the Distributable
Reserves determined by the Board of Directors. If the profits made in any financial year or the Distributable Reserves are insufficient
to make such distributions, the deficit shall be distributed out of the profits made and the Distributable Reserves maintained in the
following financial years and the preceding sentence of this Article 37.2 and Article 37.3 shall first apply after the deficit has been
fully made up. Other than as set out in this Article 37.2, the Preferred Shares shall not participate in the profits and the reserves
of the Company, except that the holders of a series of Preferred Shares shall participate in the share premium reserve maintained by the
Company for the benefit of the holders of the relevant series of Preferred Shares.
insufficient to make such distributions in full, the surplus shall be distributed to the holders of Preferred Shares and the last former
holders of Preferred Shares that have been cancelled in proportion to the aggregate amount to which they would be entitled if the surplus
would be sufficient.
Last updated: Dec 20, 2022