6.12 Annex DCC

General stipulations (applicable to all legal persons)

government legal persons;

church legal persons;

list of civil legal persons; associations, co-operative associations (like Rabobank), mutual guarantee associations, NV's, BV'sand foundations;

required to be founded by a notary public;

equal to natural person;

publication;

not act against their aim as mentioned in articles of association;

all organs must act reasonably (important for duties and litigation);

directors must act properly towards the company, would be liable

in case of serious blame (important for duties and litigation);

board has obligations of bookkeeping (important for liability of

directors in case of bankruptcy);

calendar year;

voting rights, nullity and nullifiability of members decisions;

legal person for indefinite period;

change of legal person, unwinding, liquidation;

bookkeeping must be stored;

subsidiary, including definition of control, group company, participation, determination of quorum;

company law is mandatory law unless stipulated otherwise;

associations

Cooperative associations and neutral guarantee associations

NV (art. 64-176) BVarticles are 175-284 and are merely the same as the NV)

General

NV is company with transferable shares, shareholders are not liable for more than their contribution;

organs are general meeting of shareholders, meetings of special shares, management board, supervisory board and the combined meeting of the management board and the supervisory board;

Shares

definitions, issue, transfer, pledge, usufruct;

equality of shareholders (DSM case);

squeeze out;

Capital

foundation, issue of shares, redemption, repurchase;

company may not guarantee or support the purchase of its shares;

accounts determined within 5 mo;

publication accounts (important for liability of directors in case of bankruptcy);

dividends determined by shareholders;

Shareholders meeting

has all power not given to board or others;

consent needed of shareholders meeting for decisions of the board about an important change of the company or enterprise, which in any case are: i.e. examples:

annual meeting of shareholders within 6 months;

meeting in case of low capital;

management board and supervisory board can call meeting;

10% shareholder can call meeting;

calling of meeting;

right to put points on agenda for 1% shareholders with 60 days notice;

term of notice and place of meeting;

participating in meetings: right of discussion;

electronic meetings;

one share one vote;

DR holders have automatic proxy to vote except if there is a hostile takeover pending (part of act of 2004; Tabaksblat unhappy that there is a exception for hostile takeovers; see Couwenbergh and Haenen, Tabaksblat (2008), p. 104);

registration date for shareholders short;

voting, changes in articles of association;

Management board and supervisory board

board of management manages the company (see translation of one-tier board act task to act "in the interest of the company and its enterprise" added in Act);

one-tier board as alternative (Act);

board of management and each executive represents the company;

competent court;

appointment;

non-cumulation; executives, not more than 2 others;

nominations;

(suspension;

remuneration: policy determined by shareholders meeting;

filing for bankruptcy;

special transactions;

liability of managing directors in case of bankruptcy (see Van Schilt, Mefigro cases) (caveat bookkeeping and publication);

liability for incorrect accounts;

duties supervisory board (see translation Act);

information by management board to supervisory board in time; at least once a year about strategy;

appointment;

non-cumulation; non-executives, not more than 5 others;

up to one third of management board appointed by others than general meeting (e.g. government);

suspension, remuneration, conflict of interest, liability as managing director;

Supervisory directors in structure regime

exemptions and mitigated regimes;

nomination by supervisory board for one third based on nomination by works council; appointed by shareholders meeting (new in 2004);

dismissal by Enterprise Chamber; 161a dismissal by shareholders meeting (new in 2004);

supervisory board appoints management board members (some will apply in one-tier board for appointment of executives);

list of important decisions for which management board needs supervisory board consent;

same rule applies in one-tier board mutatis mutandis;

new diversity article;

BVs (articles 175-284 of BV same as 64-175 for NV)

Foundations (283-304)

Mergers and splitting (308-334ii)

Disputes in district courts and inquiry procedures in Enterprise

Chamber and mandatory public bids (in connection with takeover directive) (335-359d)

Accounts (360-453)

(This title is all worked out in further detail in the decree on model accounts of 1983, changed in 2005.)