The issue of shares
Shares shall be issued pursuant to a resolution of the general meeting, or pursuant to a resolution of the Board of Directors if designated thereto by the general meeting for a period not exceeding five years.
At the designation, the number and class of shares that may be issued by the Board of Directors should be determined.
The designation may be prolonged each time for a period not exceeding five years. Unless it has been determined differently at the designation, it cannot be revoked.
The resolution to issue shares contains the price and further terms of issue.
The resolution of the general meeting to issue shares and the resolution to designate the Board of Directors can only be adopted pursuant to a proposal thereto by the Board of Directors.
Within eight days after a resolution of the general meeting to issue shares or to designate the Board of Directors to issue shares, as referred to above, the Board of Directors shall deposit a complete text thereof at the Trade Register.
Within eight days after the end of each quarter of the year, the Board of Directors shall submit a statement of each issue of shares in that quarter of the year to the Trade Register, stating the class and number.
If preferred shares are issued, a general meeting will be convened to be held not later than twenty-four months after the day on which for the first time preferred shares were issued.
At that general meeting purchase or cancellation of the preferred shares will be considered.
If the general meeting will not resolve to purchase or to cancel the preferred shares, each twelve months after the latter general meeting, a general meeting will be convened and held at which meetings the purchase or cancellation of the preferred shares will be considered, such until no preferred shares are outstanding.
The provisions above in this paragraph 4 will not apply to preferred shares issued pursuant to a resolution of the general meeting.
The previous provisions of this article shall apply mutatis mutandis to granting rights to acquire shares, but do not apply to the issue of shares to a party exercising a previously obtained right to acquire shares.
Issue of shares shall never be below par, without prejudice to the provisions of article 2:80 paragraph 2 Dutch Civil Code.
Ordinary shares shall be issued against payment of at least the nominal value; preferred shares may be issued against partial payment, provided that at least one fourth of the nominal value must be paid upon the issuance.