BinckBank

Binck Bank


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Provisions of the Articles of Association in respect of appropriation of profit (Article 32)

 

1. The company may only make distributions to the shareholders if the company's equity exceeds its issued and paid-up share capital plus the reserves required to be held by law or by the Articles of Association.
2. Firstly - and only insofar as profits allow - an amount equal to six per cent (6%) of the nominal value of the priority shares will be distributed on these shares.
3. The foundation will determine the extent to which the remaining profits will be transferred to reserves. Profits remaining after application of subsection 2 and the first sentence of this subsection will be at the disposal of the General Meeting of Shareholders. Any amounts not distributed will be transferred to the company's reserves.
4. Withdrawals from distributable reserves may be made pursuant to a resolution by the General Meeting of Shareholders, subject to the prior consent of the foundation.
5. The Management Board may resolve to allow the company to make interim distributions, providing it demonstrates in the form of an interim statement of assets and liabilities as referred to Section 105, subsection 4, Book 2, of the Netherlands Civil Code that it complies with subsection 1 above and subject to the prior consent of the foundation. The distributions referred to in this subsection may be made in cash, in shares in the company's equity or in marketable rights thereto.
6.

The General Meeting of Shareholders may resolve to declare that distributions on shares other than interim distributions as referred in subsection 5 of this Article (whether at the shareholders' discretion or otherwise) may, instead of being made in cash, be made fully or partly (whether at the shareholders' discretion or otherwise) in:

a.  ordinary shares (which will, if desired and possible, be charged to the

     share premium reserve) or marketable rights to ordinary shares, or

b.  equity instruments of the company or marketable rights thereto.

     A resolution as referred to in the previous sentence may only be passed

     after being proposed by the Management Board and approved by the

     Supervisory Board. A proposal to pass a resolution as referred to in b will

     be submitted only after consultation with Euronext Amsterdam N.V.
7. No distribution will be made to the company in respect of shares it holds in its own capital or on shares for which the company holds depositary receipts.
8. The calculation of the profit distributable on shares will disregard shares that are not eligible, pursuant to subsection 7, for such distribution.
9. Once a resolution to make a distribution has been passed, the amount will be declared payable within fourteen days. An entitlement to receive a distribution will lapse five years after the date on which the amount is declared payable, and the said amount will then revert to the company.

 

 

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