Additional information

7.3

Provisions of the Articles of Association regarding profit appropriation

Articles 35, 36 and 37 of the Articles of Association:

Distributions – General

Article 35

35.1	A distribution can only be made to the extent that the Company’s equity exceeds the Non-Distributable Equity
35.2	The Executive Board (EB) may resolve to make interim distributions, provided that it appears from interim accounts to be prepared in accordance with Section 2:105(4) of the Dutch Civil Code that the requirement referred to in Article 35.1 has been met and, if it concerns an interim distribution of profits, taking into account the order of priority described in Article 37.1.
35.3	Subject to Article 19.10, the EB may adopt, and amend from time to time, a dividend and reservation policy for the Company. Amendments to such a policy shall be discussed in the General Meeting.
35.4	The preferred shares do not carry any entitlement to distributions other than as described in Articles 12.2, 37.1 and 38.3.
35.5	Distributions on ordinary shares shall be made in proportion to the aggregate nominal value of those ordinary shares. Distributions on preferred shares (or to the former holders of preferred shares) shall be paid in proportion to the amounts paid up (or formerly paid up) on those preferred shares.
35.6	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 EB for that purpose. This date shall not be earlier than the date on which the distribution was announced.
35.7	The General Meeting may resolve, subject to Article 31.1, that all or part of such a distribution, instead of being made in cash, shall be made in the form of shares in the Company’s capital or in the form of the Company’s assets.
35.8	A distribution shall be payable no later than thirty days after the date on which such distribution was declared, unless the EB sets a different date. If it concerns a distribution in cash, such distribution shall be payable in such currency as determined by the EB.
35.9	A claim for payment of a distribution shall lapse after five years have expired after the distribution was declared.
35.10	For the purpose of calculating any distribution, shares held by the Company in its own capital shall not be taken into account. No distribution shall be made to the Company in respect of shares held by it.

Distributions – Reserves

Article 36

36.1	All reserves maintained by the Company shall be attached exclusively to the ordinary shares. The Company shall not attach any reserve to the preferred shares.
36.2	Subject to Article 31.1, the General Meeting is authorised to resolve to make a distribution from the Company’s reserves.
36.3	Without prejudice to Articles 36.4 and 37.2, distributions from a reserve shall be made exclusively to the holders of ordinary shares.
36.4	The EB may resolve to charge amounts to be paid up on any class of shares against the Company’s reserves, irrespective of whether those shares are issued to existing shareholders.

Distributions – Profits

Article 37

37.1	Subject to Article 35.1, the profits shown in the Company’s annual accounts in respect of a financial year shall be appropriated as follows, and in the following order of priority:
	a.	To the extent that any preferred shares have been cancelled without the payment described in Article 12.2 paragraph b. having been made in full on those preferred shares and without any such deficit subsequently having been paid in full as described in this Article 37.1 or Article 37.2, any such deficit shall be paid to those who held those preferred shares immediately before such cancellation became effective;
	b.	To the extent that any Preferred Distribution (or part thereof) in relation to previous financial years has not yet been paid in full as described in this Article 37.1 or Article 37.2, any such deficit shall be paid on the preferred shares;
	c.	The Preferred Distribution shall be paid on the preferred shares in respect of the financial year to which the annual accounts pertain;
	d.	Subject to Article 19.10, the EB shall determine which part of the remaining profits shall be added to the Company’s reserves; and
	e.	Any remaining profits shall be at the disposal of the General Meeting for distribution to the holders of ordinary shares
37.2	To the extent that the distributions described in Article 37.1 paragraphs a. through c. (or any part thereof) cannot be paid out of the profits shown in the annual accounts, the deficit shall be paid out of the Company’s reserves, subject to Articles 35.1 and 35.2.
37.3	Without prejudice to Article 35.1, a distribution of profits shall be made only after the adoption of the annual accounts that show that such distribution is allowed.

7.2 Assurance report of the independent auditor 7.4 Report of the Stichting Continuïteit ASR Nederland