The pre-emptive right may be restricted or excluded by resolution of the general meeting or by the Board of Directors if designated thereto by the general meeting, for a period not exceeding five years, and if the Board of Directors is also authorized to issue shares during that period.
Unless it has been determined otherwise at the designation, the right of the Board of Directors to restrict or to exclude the pre-emptive right cannot be revoked.
The designation may be renewed at any general meeting for a period not exceeding five years.
Unless the Board of Directors is designated to restrict or to exclude the pre-emptive right, a resolution to restrict or exclude the pre-emptive right will be adopted on proposal of the Board of Directors.
In the proposal in respect thereof, the reasons for the proposal shall be explained in writing.
A resolution of the general meeting to restrict or exclude the pre-emptive right or to designate the Board of Directors as competent body as referred to in paragraph 7 requires a majority of at least two-thirds of the votes cast, if less than half of the issued capital is represented at the meeting.
Within eight days after said resolution, the Board of Directors shall deposit a complete text thereof at the Trade Register.
In granting rights to acquire ordinary or preferred shares, the holders of ordinary shares or preferred shares, respectively, have a pre-emptive right; the above provisions of this article shall apply.
Own shares, right of pledge on own shares
The company cannot subscribe for shares in its own capital.
Any acquisition by the company of shares in its own capital that are not fully paid-up shall be null and void.
In accordance with the provisions of article 2:98 Dutch Civil Code, the company may acquire fully paid-up shares in its own capital if:
the shareholders' equity less the acquisition price is not less than the sum of the paid in and called up part of its capital and the reserves that it is required to maintain by law;
the nominal value of the shares to be acquired in its capital, which the company itself holds or holds in pledge, or which are held by a subsidiary is not more than half of the issued capital; and
the acquisition is authorized by the general meeting.
The authorization shall be valid for a maximum of eighteen months.