6.4 Annex English translation of the Act

Each board member is responsible to the company for duly performing his duties. These include all board duties not allocated to other board members by law or the articles of association.

Each board member is responsible for the overall management of the company. He is jointly and severally liable for improper management unless no serious blame attaches to him, taking into account the duties allocated to others and provided he has not failed to take measures to avoid the consequences of improper management.

Except for limitations in the articles of association, the board has the duty to manage the company.

The articles of association may confer more than one vote on a board member designated by name or function. Such a board member may not have more votes than all the other board members together.

Under the articles of association, board resolutions may only be subject to the consent of an organ of the company.

The articles of association may provide that the board should follow the directions of an organ of the company regarding policy in the areas designated in the articles.

In performing their duties the board members should be guided by the interests of the company and its business.

A board member may not participate in the discussion and decision making if he has a direct or indirect personal interest that conflicts with the interest referred to in paragraph 5. If this means that no board decision can be made, the decision will be made by the supervisory board or, in the absence of a supervisory board, by the general meeting of shareholders, unless the articles of association provide otherwise.

The articles ofassociation may provide that the duties of the board are to be divided between one or more non-executive directors and one or more executive directors. The task ofsupervising the performance of the duties ofthe directors cannot be withdrawn from the non-executive directors. Nor may responsibility for chairing ofthe board, nominating persons for appointment to the board and determining the remuneration ofexecutive directors be allocated to executive directors. Non-executive directors must always be natural persons.

The executive directors may not take part in decisions on their remuneration.

The articles of association may directly or indirectly provide that one or more directors can validly decide on matters that come within their remit. Any such provision indirectly by way ofthe articles must be in writing.

The first directors are appointed in the deed of incorporation. These appointments may be altered by the general meeting. If article 129a of Book 2 DCC (one-tier board) is applicable, the general meeting of shareholders determines whether a director is appointed as an executive or non-executive director. The two preceding sentences are not applicable if the appointment is made by the supervisory board pursuant to article 162 of Book 2 DCC (large company, structure regime).

The articles of association may limit the circle of persons from which appointments can be made. However, any such provision can be set aside by a resolution of the general meeting of shareholders passed by a two thirds majority representing over half of the paid-up capital.

No employment relationship in listed companies.

In listed companies the relationship between a director and the company will no longer be regulated by means ofan employment contract.

Executive directors in large companies may not be

This includes positions in large foundations and associations, but not other positions within the group itself.

The articles of association may stipulate that appointments by the general meeting of shareholders should be made on the basis of nominations.

The general meeting of shareholders may revoke the binding effect of a nomination by a two thirds majority of the votes cast that represent more than half of the paid-up capital.

Where there is only one nomination for a position, the nominated person will be appointed unless the binding character of the nomination has been revoked.

These paragraphs are not applicable in the case of appointments by the supervisory board.

Every director may be suspended at any time by the organ that can appoint him. If article 129a of Book 2 DCC (one-tier board) is applicable, the board may at all times suspend an executive director.

If the articles of association stipulate a quorum for suspension by the general meeting, this quorum may not be more than a two thirds majority of the votes that represent over half of the paid-up capital.

A judge may not order the reinstatement of an employment contract between a director and a company.

The articles of association contain provisions regulating how the board should arrange for temporary replacements for directors if there are one or more vacancies on the board or one or more directors are incapable of performing their duties.

If article 129a of Book 2 DCC (one-tier board) is not applicable, the articles of association may provide that there should be a supervisory board. Only natural persons may be members of such a board.

The function of the supervisory board is to supervise the strategy of the management board and the overall management of the company and its business. It assists the management board. In performing their duties the members of the supervisory board are guided by the interests of the company and its business.

The articles of association may add provisions concerning the duties and powers of the supervisory board and its members.

The articles of association may give more than one vote to a supervisory director specified by name or office. No supervisory director may have more votes than all the other supervisory directors together.

A supervisory director may not participate in the discussion and decision making if he has a direct or indirect personal interest that conflicts with the interest referred to in paragraph 2. If this means that no decision can be made, the decision will be made by the general meeting of shareholders, unless the articles provide otherwise.

Supervisory directors not appointed in the deed of incorporation are appointed by the general meeting of shareholders. The articles of association may limit the circle of persons from which appointments can be made. However, any such provision can be set aside by a resolution of the general meeting of shareholders passed by a two thirds majority representing over half of the paid-up capital.

The first two paragraphs of article 133 of Book 2 DCC (nominations) are applicable unless the 'large company (structure regime) rules' are applicable.

When a nomination is made or advice on a nomination is given, all the data on the supervisory director must be provided: i.e. his age, profession, shares in the company and other positions (positions with the group count as one) as well as reasons and, if the person is nominated for reappointment, his functioning.

Supervisory directors oflarge companies may not be supervisory director or non-executive director of more than 5 companies (a chairmanship counts as two).

Positions in large foundations and associations are included, but not other positions within the group itself.

If article 129a of Book 2 DCC is applicable, the non-executive directors are appointed under articles 158 through 161a (rules for appointing supervisory directors: by the general meeting ofshare-holders upon nomination by the supervisory board, taking into account a pre-nomination by the works council for one third of the nominations).

In case a one-tier board, article 2.129a DCC, is applicable the nonexecutive directors appoint the executive directors. This power cannot be limited by any binding nomination. This also applies in large companies.

Important resolutions that require the consent ofthe supervisory board under large company rules cannot be delegated to one director as meant in article 2.129a(3) DCC.

In the case of a one-tier board, important resolutions that require the consent ofthe supervisory board under the large company rules must be decided upon also with the consent ofthe majority ofthe non-executive directors. Ifthis consent is not given, however, this does not invalidate the power ofexecutive directors to represent the company.

To achieve a balanced composition ofmanagement and supervisory boards at least 30% must be women and at least 30% men, insofar as the board consists ofnatural persons.

Large companies will take the balanced division of positions between men and women into account when making appointments and nominations and drawing up profiles.

This paragraph 2 is also applicable where companies are appointed to board positions.

(Article 391.7 on accounts gives 'apply or explain' rules for this balanced composition rule.)

(This article will be revoked with effect from 1 January 2016.)

true and fair view on balance sheet date;

changes and results in financial year;

analyses of result indicators, including HR and the environment;

main risks;

in Dutch, unless the general meeting of shareholders decides otherwise, and in the annual report;

expectations; R&D;

important events that need not be in the accounts;

listed companies: report on the policy for compensation of managing and supervisory directors and how the policy has been applied in the year under review;

financial risk management;

price, credit, liquidity and cash flow risks.