ARTICLES OF ASSOCIATION OF
`MYLAN N.V.
`
`ARTICLE 1
`The Company
`
`SECTION 1.01.. Name. The name of the company is Mylan N.V. (the "Company ").
`
`SECTION 1.02. Seat. The Company has its seat in Amsterdam, the Netherlands.
`
`SECTION 1.03. Purpose. The purpose of the Company is (a) to participate in, finance,
`collaborate with and conduct the management of companies, businesses and other
`enterprises and to provide advice and other services with respect thereto, (b) to acquire,
`own, operate and use, to sell, assign, transfer or otherwise dispose of or to pledge,
`hypothecate or otherwise encumber any assets, properties or other rights, including
`intellectual property rights and real and personal property, whether tangible or intangible,
`(c) to hold and invest cash, securities and other funds, (d) to provide guarantees, security
`or other credit support for the debts and obligations of legal persons, legal entities or
`companies with which the Company is affiliated in a "Group" (as defined in article 2:24b
`of the Dutch Civil Code) (each, a "Group Company ") or third parties and (e) to take any
`and all actions relating to, in connection with or in furtherance of the foregoing to the
`fullest extent permitted by applicable law. Within the scope and for the achievement of
`such purposes, the Company may operate, manage. participate in and control one or more
`companies engaged or operating in, among other areas, the pharmaceutical and healthcare
`industries.
`
`SECTION 1.04. Term. The term of existence of the Company is perpetual.
`
`SECTION 1.05. Fiscal Year. The fiscal year of the Company shall commence on the
`first day of January and end on the thirty -first day of December in each year.
`
`SECTION 1.06. Gender. Any words in the masculine gender in these Articles of
`Association ( "Articles ") shall be deemed to include the feminine gender.
`
`ARTICLE H
`Capitalization
`
`SECTION 2.01. Authorized Share Capital. The authorized share capital of the
`Company is twenty-four million euros (EUR 24,000,000) consisting of one billion two
`hundred million (1,200,000,000) ordinary shares, par value one euro cent (EUR 0.01) per
`share ( "Ordinary Shares ") and one billion two hundred million (1,200,000,000) preferred
`shares, par value one euro cent (EUR 0.01) per share ( "Preferred Shares" and, together
`with the Ordinary Shares, the "Shares ").
`
`SECTION 2.02. Reduction of Share Capital. (a) A resolution of the General Meeting
`(the "General Meeting" being (i) the corporate body consisting of the shareholders of the
`Company and all other persons with voting rights and (ii) any meeting of shareholders of
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`EXHIBIT
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`41'5 11
`am iehn
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`NCI Exhibit 2035
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`the Company and other persons with meeting rights, as the case may be) to reduce the
`issued share capital of the Company by cancellation of Shares may only relate to: (i)
`Shares held by the Company or of which the Company holds the depositary receipts for
`shares in the Company ( "Depositary Receipts ") or (ii) Preferred Shares, provided that all
`Preferred Shares must be subject to such resolution and each such Preferred Share shall
`be subject to repayment of the Redemption Amount (as defined in Section 3.06(a)) plus:
`(1) the Dividend Amount (as defined in Section 3.06(b)), calculated for the period
`beginning on the first day after the last full fiscal year prior to cancellation for which the
`Company has adopted annual accounts and ending on and including the day of
`cancellation (the "Cancellation Period "), and (2) all accrued but unpaid dividends with
`respect to periods prior to the Cancellation Period, provided further that the amounts in
`Sections 2.02(a)(ii)(i) and 2.02(a)(ii)(2) can never be below zero. Any dividends or other
`distributions otherwise paid on the Preferred Shares with respect to the Cancellation
`Period shall be deducted from the repayment amounts referred to in
`Sections 2.02(a)(ii)(1) and 2.02(a)(ii)(2).
`
`A resolution of the General Meeting to reduce the issued share capital of the
`(b)
`Company may only be adopted pursuant to and in accordance with a proposal by the
`Board of Directors of the Company (the "Board ").
`
`ARTICLE III
`Preferred Shares
`
`SECTION 3.01. Transfers. Each transfer of Preferred Shares requires the approval of
`the Board. The transfer must be effected within three months after approval by the Board
`has been granted.
`
`SECTION 3.02. Approval of Transfers. A shareholder seeking to transfer Preferred
`Shares (such a shareholder, an "applicant ") shall send by courier service or by registered
`or certified mail a letter addressed to the Company requesting the approval of the Board.
`Such letter shall state the number of Preferred Shares the applicant intends to transfer and
`the intended transferee of such Preferred Shares. The Board shall be deemed to have
`approved a transfer of Preferred Shares if the Board shall not have responded to the
`applicant's letter referred to in the preceding sentence within three months of the delivery
`thereof to the Company. Approval shall also be deemed to have been granted with respect
`to the transfer of any Preferred Shares unless, at the time the Board denies approval for
`the transfer of such Preferred Shares, the Board notifies the applicant of one or more
`designated parties that are willing and able to purchase such Preferred Shares. The
`Company may only be designated as a designated party pursuant to this Section 3.02 with
`the applicant's approval.
`
`SECTION 3.03. Price and Timing. The price to be paid for any Preferred Shares with
`respect to a transfer to one or more designated parties designated by the Board shall be as
`determined by mutual agreement of the applicant and the Board. If the applicant and the
`Board fail to reach an agreement, the price to be paid for such Preferred Shares shall be
`established by the Company's statutory registered accountant or firm of registered
`accountants (the "chartered accountant "). The applicant may withdraw its request to
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`transfer any Preferred Shares within one month after being definitively informed of the
`price for such shares established by the chartered accountant. If, within one month after
`being informed of the definite price for the Preferred Shares established by the chartered
`accountant, the applicant has not withdrawn its request to transfer such shares, such
`Preferred Shares must be transferred to the designated party or parties against payment
`within one month after being informed of the definite price for the Preferred Shares
`established by the chartered accountant. If the applicant does not transfer such Preferred
`Shares within the period provided for in the preceding sentence, the Company shall be
`irrevocably authorized to proceed to deliver the Preferred Shares to the designated party
`or parties, subject to the obligation to pay the purchase price for such Preferred Shares to
`the applicant.
`
`SECTION 3.04. Dissolution or Bankruptcy of Holders of Preferred Shares. In the
`event that a legal person that holds Preferred Shares is dissolved, is declared bankrupt or
`has been granted protection from its creditors or has been notified of a transfer of
`Preferred Shares under universal title, such holder of Preferred Shares, or its successors
`in title, shall be obliged to transfer the Preferred Shares to one or more persons
`designated by the Board in accordance with the provisions of this Article III. If, within
`one month after the Board has been notified that the legal person that holds Preferred
`Shares is dissolved, is declared bankrupt or has been granted protection from its creditors
`and in the event of a transfer of Preferred Shares under universal title, the Board has not
`designated one or more persons that are willing and able to purchase all Preferred Shares
`of such holder, the holder or its successor in title, as applicable, shall be permitted to keep
`such Preferred Shares. In the event of non-compliance by the holder, or its successor(s) in
`tille, with the obligation pursuant to the first sentence of this Section 3.04 to transfer the
`Preferred Shares to one or more persons designated by the Board within one month after
`such obligation has arisen, the Company shall be irrevocably authorized to effect such
`transfer, provided that such transfer includes all such Preferred Shares, on behalf of such
`holder, or its successor(s) in title, in accordance with the provisions of this Article III.
`
`SECTTON 3.05. Meetings of Holders of Preferred Shares. (a) Meetings of holders of
`Preferred Shares shall be held as frequently as a resolution is required by the meeting in
`question and as frequently as is deemed desirable by the Board, or by one or more
`holder(s) of Preferred Shares.
`
`Meetings of the holders of Preferred Shares shall be held as if a General
`(b)
`Meeting in accordance with Article VII below, except that (i) any such meeting shall be
`called at least eight days prior to such meeting and shall be called by providing notice of
`the meeting at the addresses of the holders of Preferred Shares listed in the shareholders'
`register or to the extent the holder of Preferred Shares consents thereto, such holder may
`be notified by a legible message sent electronically to the address that he has given to the
`Company for this purpose, (ii) the meeting of holders of Preferred Shares shall appoint its
`own chairman and (iii) the meeting of holders of Preferred Shares may also adopt
`resolutions by written consent.
`
`SECTION 3.06. Redemption Amount; Dividend Amount. (a) "Redemption Amount"
`shall mean an amount per Preferred Share (which shall be the same amount for all
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`Preferred Shares) determined by the General Meeting at the General Meeting authorizing
`the issuance of such Preferred Shares (or if the General Meeting has delegated to the
`Board the authority to authorize the issuance of such Preferred Shares, as determined by
`the Board) as the amount paid for such Preferred Share.
`
`"Dividend Amount" shall mean, with respect to any Preferred Share, (i) a
`(b)
`percentage equal to (1) the higher of (x) twelve months LIBOR as published by ICE
`Benchmark Administration Limited or (y) twelve months EURIBOR as published by
`European Money Markets Institute, each calculated based on the number of days such
`rate applied during the fiscal year to which the Dividend Amount relates, provided that
`such rate can never be below zero percent, plus (2) a premium to be determined by the
`Board in line with market conditions on the date the Preferred Shares were first issued,
`provided that such premium may not exceed five hundred basis points, multiplied by (ii)
`the Redemption Amount.
`
`ARTICLE IV
`Issuances and Preemptive Rights
`
`SECTION 4.01. Preemptive Rights. (a) Subject to applicable Dutch law, upon the
`issuance of Ordinary Shares, each holder of Ordinary Shares shall have a preemptive
`right in proportion to the aggregate amount of the Ordinary Shares held by such
`shareholder,
`
`Subject to applicable Dutch law, upon the issuance of Preferred Shares, each
`(b)
`holder of Preferred Shares shall have a preemptive right in proportion to the aggregate
`amount of Preferred Shares held by such shareholder.
`
`Holders of Preferred Shares shall have no preemptive right with respect to
`(c)
`issuances of, or grants of rights to subscribe for, Ordinary Shares. Holders of Ordinary
`Shares shall have no preemptive right with respect to issuances of, or grants of rights to
`subscribe for, Preferred Shares.
`
`SECTION 4.02. Exceptions. Shareholders shall have no preemptive right with respect
`to the issuance of Shares (a) for which payment is made in a form of consideration other
`than in cash, (b) to employees of the Company or a Group Company or (c) to a party
`exercising a previously acquired right to subscribe for Shares to be issued.
`
`SECTION 4.03. Resolution and Delegation. A resolution of the General Meeting to (a)
`issue Shares, (b) grant rights to subscribe for Shares, (c) to restrict or waive preemptive
`rights with respect to any issuance of, or grant of rights to subscribe for, Shares or (d) to
`delegate the power and authority to take the actions set forth in Section 4.03(a), (b) and
`(c) shall in each case only be adopted pursuant to and in accordance with a proposal
`therefor duly made by the Board.
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`ARTICLE V
`Voting Rights
`
`SECTION 5.01. Votes per Share. Each Share shall confer the right to cast one vote.
`Unless otherwise required by Dutch law or as set forth in these Articles, resolutions of the
`General Meeting shall be passed by an absolute majority of votes cast at a General
`Meeting at which at least one -third of the issued and outstanding share capital is present
`or represented. The provision included in Article 2:120 paragraph 3 of the Dutch Civil
`Code is not applicable. Abstentions, blank votes and invalid votes shall not be considered
`votes cast, but shall be considered shares present in determining whether a quorum is
`present.
`
`SECTION 5.02. Approval of Mergers, Demergers, Liquidations, Dissolutions and
`Bankruptcies. The General Meeting may only resolve to (i) approve a legal merger or
`legal demerger, (ii) liquidate or dissolve the Company, (iii) make a distribution set forth
`in Section 6.01(b) or Section 6.01(f) or (iv) request that the Board file a petition in
`bankruptcy with respect to the Company, in each case upon the recommendation and
`proposal of the Board. Except as provided in Section 5.03, any resolution by the General
`Meeting to a legal merger or legal demerger shall be passed by an absolute majority of
`votes cast at a General Meeting at which half or more of the issued share capital is
`present or represented, provided that a majority of at least two thirds of the votes cast at a
`General Meeting shall be required if less than half of the issued share capital is present or
`represented at such meeting. With respect to the resolution of the General Meeting
`referred to in the previous sentence, the provision included in article 2:120 paragraph 3 of
`the Dutch Civil Code is not applicable.
`
`SECTION 5.03. Approval of Certain Transactions. (a) Except as provided in
`Section 5.03(c), no company action of a character described in Section 5.03(b) below,
`and no resolution providing therefore, shall be adopted, approved or ratified by the
`General Meeting unless such resolution is adopted, approved or ratified, as applicable, by
`a majority of at least seventy -five percent of the votes cast, representing more than half of
`the issued share capital, of the General Meeting. With respect to the resolution of the
`General Meeting referred to in the previous sentence, the provision included in article
`2:120 paragraph 3 of the Dutch Civil Code is not applicable. To the extent the General
`Meeting is not otherwise required by applicable law to adopt, approve or ratify a
`resolution with respect to any corporate action of a character described in
`Section 5.03(b), then the Board may not adopt a resolution approving any such company
`action unless such resolution of the Board is first approved by a majority of at least
`seventy -five percent of the votes cast, representing more than half of the issued share
`capital, of the General Meeting. With respect to the resolution of the General Meeting
`referred to in the previous sentence, the provision included in article 2:120 paragraph 3 of
`the Dutch Civil Code is not applicable.
`
`Company actions subject to the voting requirements of this Section 5.03 shall
`(b)
`be: (i) any legal merger to which the Company and an Interested Person are parties, (ii)
`any legal demerger to which the Company and an Interested Person are parties, (iii) any
`sale, lease, exchange or other disposition, in a single transaction or series of related
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`aril
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`transactions, of all or substantially all or a Substantial Part of the properties or assets of
`the Company to an Interested Person, (iv) the adoption of any plan or proposal for the
`liquidation or dissolution of the Company under or pursuant to which the rights or
`benefits inuring to an Interested Person are different in kind or character from the rights
`or benefits inuring to the other holders of Ordinary Shares or (v) any transaction of a
`character described in clause (i), (ii), (iii) or (iv) above involving an Affiliate or Associate
`of an Interested Person or involving an Associate of any such Affiliate,
`
`The voting requirements of Section 5.03(a) shall not apply to any transaction
`(c)
`of a character described in clause (i), (ii), (iii), (iv) or (v) of Section 5.03(b) should any of
`the following obtain with respect to the transaction: (i) the Board shall have resolved to
`enter into the transaction by a majority vote of all members of the Board prior to the time
`the Interested Person connected with the transaction became an Interested Person or (ii)
`the Board shall have resolved to enter into the transaction prior to consummation thereof
`which resolution shall have been adopted by the Board with an absolute majority of the
`votes validly cast, whereby the majority of all executive directors and non -executive
`directors on the Board (collectively, the "Directors" and each a "Director ") who were not
`Interested Persons, or an Affiliate, Associate or agent of such Interested Person, or an
`Associate or agent of any such Affiliate voted in favor of such resolution.
`
`The requirements of this Section 5.03 are in addition to any other requirement
`(d)
`under applicable law or these Articles that the Board or the General Meeting adopt,
`approve or ratify a resolution for the Company to enter into an action of a character
`described in Section 5.03(b) and any such requirement shall continue to so apply
`notwithstanding the requirements of this Section 5.03.
`
`(e)
`
`For purposes of this Section 5.03, the following definitions shall apply:
`
`"Affiliate" shall mean a person that directly, or indirectly through one or more
`(i)
`intermediaries, controls or is controlled by or is under common control with another
`person.
`
`"Associate" shall mean any corporation or organization of which a person is an
`(ii)
`officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more
`of any class of equity securities; or any trust or estate in which a person has a ten percent
`or larger beneficial interest or as to which a person serves as a trustee or in a similar
`fiduciary capacity; or any relative or spouse of a person and any relative of a spouse, who
`has the same residence as such person.
`
`"Beneficial Ownership" shall mean all shares directly or indirectly owned by a
`(iii)
`person and all shares which a person has the right to acquire through the exercise of any
`option, warrant or right (whether or not currently exercisable), through the conversion of
`a security, pursuant to the power to revoke a trust, discretionary account or similar
`arrangement, pursuant to automatic termination of a trust, discretionary account or
`similar arrangement or otherwise. All shares shall be deemed indirectly owned by a
`person as to which such person enjoys benefits substantially equivalent to those of
`ownership by reason of any contract, understanding, relationship, agreement or other
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`arrangement, including without limitation any written or unwritten agreement to act in
`concert.
`
`(iv)
`"Control" shall mean the possession, directly or indirectly, of the power to direct
`or cause the direction of the management and policies of a person, whether through
`ownership of voting securities, by contract or otherwise.
`
`"Interested Person" shall mean any person who beneficially owns ten percent or
`(v)
`more of the outstanding Shares of the Company.
`
`(vi)
`"Person" shall mean an individual, a corporation, a partnership, an association, a
`joint -stock company, a trust, any unincorporated organization, a government or political
`subdivision thereof, a person acting through or in concert with one or more other persons
`and any other entity.
`
`(vii)
`"Substantial Part" shall mean more than twenty percent of the total consolidated
`assets of the Company, as shown on its consolidated balance sheet as of the end of the
`most recent fiscal year.
`
`(f) In addition to the requirements of Section '11.01 below, (i) any resolution by
`the Board to propose to the General Meeting to resolve to amend or repeal Section 5.03
`of these Articles can only be adopted by the Board with an absolute majority of the votes
`validly cast, whereby the majority of all Directors who were not Interested Persons, or an
`Affiliate, Associate or agent of such Interested Person, or an Associate or agent of any
`such Affiliate voted in favor of such resolution, and (ii) any resolution of the General
`Meeting to resolve to amend or repeal Section 5.03 of these Articles, including but not
`limited to any amendment to the wording, intent or purpose of this Section 5.03 or any
`definitions contained therein, can only be adopted by the General Meeting with a
`majority of at least seventy -five percent of the votes cast, representing more than half of
`the issued share capital. With respect to the resolution of the General Meeting referred to
`in the previous sentence, the provision included in article 2:120 paragraph 3 of the Dutch
`Civil Code is not applicable.
`
`ARTICLE VI
`Distributions; Liquidations
`
`SECTION 6.01. Distributions. (a) Subject to applicable law, in the event the Company
`makes distributions to the shareholders and other persons entitled to the distributable
`profits of the Company, such distributions shall be made as follows:
`
`first, with respect to holders of Preferred Shares, a dividend in an
`(i)
`amount per Preferred Share equal to any accrued and unpaid Dividend Amount with
`respect to the current fiscal year and any prior fiscal year. To the extent that the profit of
`the Company is not sufficient to fully make a distribution in accordance with this
`Section 6.01(a)(i), such deficit shall be paid from the reserves of the Company. It in any
`given fiscal year, the profit or the distributable reserves (as the case may be) of the
`Company are not sufficient to make the distributions set forth in this Section 6.01(a)(í),
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`this Section 6.01(a)(i) shall apply in each subsequent fiscal year until such distributions
`have been made in full; and
`
`second, the Board shall determine which part of the profit of the
`(ii)
`Company remaining after application as set forth in Section 6.01(a)(i) shall be reserved.
`
`(b) The profit, as it appears from the profit and loss account of the Company
`adopted by the General Meeting, shall be at the disposal of the General Meeting to the
`extent not distributed in respect of the Dividend Amount payable to Preferred Shares and
`not reserved in accordance with Section 6.01(a)(ii), provided that the General Meeting
`may only resolve to dispose of such profit and loss upon the recommendation and
`proposal of the Board.
`
`(c) The Board may make interim distributions. The Company's policy on reserves
`and dividends shall be determined by the Board and such policy may be amended by the
`Board from time to time at its discretion.
`
`(d) The Board may determine that distributions on shares shall be made payable
`in euros, United States dollars or in another currency. The Board may decide that a
`distribution on shares shall not be made in cash or shall be partially made in cash and
`partially made in the form of shares in the Company or other property (or that all or part
`of a payment obligation in respect of shares, irrespective of whether those shares are
`issued to existing shareholders, is charged against the profits and /or reserves of the
`Company), or that shareholders shall be given the option to receive a distribution either in
`cash or in property other than in cash. The Board shall determine the conditions under
`which such option can be given to the shareholders,
`
`(e) Shares held by the Company shall be disregarded when calculating the
`distribution of profits, unless such Shares have been pledged to the Company and the
`Company, in its capacity as pledgee, is entitled to such distributions.
`
`(f) The General Meeting may resolve on a distribution to the holders of Ordinary
`Shares at the expense of the reserves, but only pursuant to and in accordance with a
`recommendation and proposal thereto by the Board.
`
`(g) Any claim a shareholder may have to a distribution shall lapse five years
`following the day on which such distribution becomes payable.
`
`(h) Shareholders entitled to a distribution shall be those shareholders as at a date
`determined by the Board for that purpose and such date shall not be earlier than the date
`on which the distribution was announced.
`
`SECTION 6.02. Liquidations. The remainder of the Company's assets after payment of
`all debts and the costs of a liquidation shall be distributed as follows: (a) first, the holders
`of the Preferred Shares shall be paid the Redemption Amount plus (i) the Dividend
`Amount, calculated for the period beginning on the first day after the last full fiscal year
`prior to the liquidation for which the Company has adopted annual accounts and ending
`on and including the day of the payment on Preferred Shares referred to in this
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`Section 6.02(a) (the "Liquidation Payment Period ") and (ii) any accrued but unpaid
`dividends with respect to periods prior to the Liquidation Payment Period, provided that
`any dividends or other distributions otherwise paid on the Preferred Shares with respect
`to the Liquidation Payment Period shall be deducted from the payment referred to in this
`Section 6.02(a); and
`
`(b) the remainder shall be paid to the holders of Ordinary Shares, in proportion to
`the number of Ordinary Shares that each party owns.
`
`ARTICLE VII
`Shareholder Meetings
`
`SECTION 7.01. Annual General Meeting. The annual General Meeting of the
`shareholders of the Company shall be held within six months of the end of the
`Company's fiscal year. The annual General Meeting shall be called by the Director
`appointed by the Board as chairman of the Board (the "Chairman ") or the Board in
`accordance with applicable law.
`
`SECTION 7.02. Extraordinary General Meetings. Extraordinary General Meetings of
`the shareholders may be called at any time by the Chairman, the Board or upon the
`written request of one or more shareholders having the right to request such an
`Extraordinary General Meeting of shareholders in accordance with applicable law and
`these Articles, which request shall be addressed to the Board and shall set forth in detail
`the matters to be considered at such meeting.
`
`SECTION 7.03. Organization. The Chairman shall preside and the Secretary of the
`Company (the "Secretary"), or in his absence any Assistant Secretary of the Company
`(the "Assistant Secretary"), shall act as secretary, at all General Meetings. In the event
`that the Chairman is absent, the Vice Chairman of the Board (the "Vice Chairman ") shall
`preside at such meeting. In the absence of the Vice Chairman, a Director or an officer of
`the Company shall be selected by a majority of the Board in attendance at such meeting,
`and that Director or officer shall preside over the meeting. In the absence of the Secretary
`and any Assistant Secretary, the person presiding over the meeting shall designate any
`person to act as secretary of the meeting. The Chairman and /or Vice Chairman, as
`applicable, may, in his or her discretion, designate another Director to preside over a
`General Meeting. The order and conduct of business at a General Meeting shall be
`determined by the person presiding over such General Meeting. The person presiding
`over such General Meeting may determine in his discretion, among other things, time
`limits for shareholders and other persons having voting rights and /or meeting rights to
`speak.
`
`SECTION 7.04. General Meetings. General Meetings shall be held in Amsterdam,
`Rotterdam, The Hague, Bunschoten- Spakenburg, I- Iaarlemmermeer (Schiphol),
`Schiermonnikoog, Groningen or Leeuwarden and convened by the Board in the manner
`and with reference to applicable law and stock exchange regulations.
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`SECTION 7.05. Notice of General Meetings. The notice of a General Meeting shall
`state (a) the subjects to be discussed, (b) the place and time of the General Meeting, (c)
`the procedures for participation in the General Meeting and the exercise of voting rights
`in person or by proxy and (d) such other items as must be included in the notice pursuant
`to applicable law and stock exchange rules.
`
`SECTION 7.06. Shareholder Business at General Meetings. An item proposed by one
`or more shareholders having the right to make such proposal under applicable law will be
`included in the notice of a General Meeting or announced in the same manner, provided
`that the Company receives the shareholder's request in writing (excluding e -mail and
`other forms of electronic communication) to propose such item no later than the sixtieth
`day before the date of the meeting, and such request otherwise complies with applicable
`law.
`
`SECTION 7.07. Entitlement to Attend General Meetings. (a) Shareholders as well as
`other persons having voting rights and /or meeting rights, are entitled, in person or
`through a person to whom such shareholder has granted, in writing for the specific
`meeting, a power of attorney to attend the General Meeting, to address the General
`Meeting and, to the extent that they have such right, to vote at the General Meeting, in
`each case provided that such shareholder or other person has notified the Company of his
`intention to attend the meeting in writing at the address and by the date specified in the
`notice of meeting, which day cannot be earlier than seven days before the day of the
`meeting. Holders of a right of pledge or usufruct on Ordinary Shares that do not have
`voting rights and /or meeting rights may not attend or address the General Meeting.
`
`(b) Unless otherwise provided for by the Board or applicable law, and regardless
`of who would be entitled to attend the General Meeting in the absence of a registration
`date as set forth in article 2:117b of the Dutch Civil Code, persons entitled to attend the
`General Meeting are those who, on the registration date if determined by the Board, have
`voting rights and /or meeting rights with respect to a class of shares of the Company and
`have been registered as such in a register designated by the Board for that purpose.
`
`(e) If so determined by the Board and announced at the time of the General
`Meeting, persons entitled to attend General Meetings and vote at General Meetings may,
`within a period prior to the General Meeting to be determined by the Board, cast votes
`electronically or in a manner to be decided by the Board. Such period determined by the
`Board may not commence prior to the registration date referred to in article 2:117b of the
`Dutch Civil Code. Votes cast in accordance with the previous sentence shall be treated
`equally as votes cast at the meeting.
`
`(d) Admission shall be given to the persons whose attendance at the General
`Meeting is approved by the chairman or the secretary of the General Meeting or any other
`person designated by the chairman or secretary of the General Meeting. At the request of
`the chairman or secretary of the General Meeting or his or her designee, each person who
`wishes to attend the General Meeting must sign the attendance list and set forth in writing
`his naine and, to the extent applicable, the number of votes to which he is entitled.
`
`10
`
`

`
`SECTION 7,08. Minutes; Procedures. Minutes shall be kept of the matters dealt with
`at the General Meeting and shall be adopted by the Board. The chairman of the General
`Meeting shall decide on all disputes with regard to voting, admitting of persons attending
`and, in general the proceedings at the General Meeting, to the extent not otherwise
`provided for by Dutch law or these Articles. The ruling of the chairman of the General
`Meeting in respect of the outcome of any vote taken at a General Meeting shall be
`decisive. The same shall apply to the contents of any resolution adopted.
`
`SECTION 7.09. Shareholder Action Outside of the General Meeting. Unless there
`are persons other than shareholders who are entitled to attend a General Meeting,
`shareholders may adopt resolutions other than at a General Meeting, provided that all
`shareholders entitled to vote have cast their vote in favor of such proposal. The votes
`shall be cast in writing or by use of electronic means. Directors shall have the opportunity
`to make a recommend