14.
| Extension of authorization for the Board to acquire shares and depository receipts for shares in the Company's capital (voting item) |
The General Meeting has authorized the Board, for a period of 18 months following the 2025 AGM, to resolve for the Company to acquire (i) fully paid-up ordinary shares in the Company's capital (and depository receipts for such ordinary shares), by any means, including through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise, for a price which is higher than nil and does not exceed 110% of the average market price of the Company's ordinary shares on the Nasdaq Stock Market (such average market price being the average of the closing prices on each of the five consecutive trading days preceding the date the acquisition is agreed upon by the Company), up to 10% of the Company's issued share capital (determined as at the close of business on the date of the AGM) and/or (ii) fully paid-up preferred shares (and depository receipts for such preferred shares) in the Company's issued share capital, to the extent permitted by applicable law, by any means, including through derivative products, purchases on a stock exchange, private purchases, block trades, or otherwise, for a price which is higher than nil and does not exceed the nominal value of the preferred shares concerned. It is proposed that this authorization be renewed for a period of, and effectively extended to expire, 18 months following the date of this AGM. If the resolution proposed under this agenda item 14 is passed, the proposed authorization shall replace the currently existing authorization.
15.
| Amendment to the Company's articles of association (voting item) |
The Board proposes to amend the Company's articles of association (the "Articles of Association") in order to increase the number of ordinary shares that can be issued under the authorized share capital included in the Articles of Association. A copy of the verbatim text of the proposed amendment described below has been made available on the Company's website and at the Company's office address in the official Dutch language together with an English translation thereof.
If agenda item 15 is adopted, each civil law notary, candidate civil law notary and lawyer of NautaDutilh N.V. will be authorized to have the deed of amendment to the Articles of Association executed.
The Board proposes to increase the Company's authorized share capital to an amount of EUR 43,375,200.00, divided into 180,730,000 ordinary shares and 180,730,000 preferred shares, having a nominal value of EUR 0.12 each. This increase would put the ratio of the Company's issued share capital relative to its authorized share capital at a level consistent with market practice.
The Board furthermore proposes to include a transitional provision in the deed of amendment to the Articles of Association, pursuant to which the Company's authorized share capital will automatically increase to an amount of EUR 91,375,710.00, divided into 380,732,125 ordinary shares and 380,732,125 preferred shares, having a nominal value of EUR 0.12 each, upon the aggregate nominal value of the ordinary shares comprised in the Company’s issued share capital increasing to EUR 18,275,142.00. This increase would put the ratio of the Company's issued share capital relative to its authorized share capital at a level consistent with market practice.
16.
| Approval of the LTIP 2026 (voting item) |
It is proposed, upon recommendation of the Company’s committee administering the LTIP 2017, and following consultation with expert compensation consultants, to approve the implementation of the LTIP 2026 with effect from January 1, 2027, replacing the Company’s Long-Term Incentive Plan 2017 (as amended on January 1, 2021) (the "LTIP 2017") which is currently in place.
The main change of the LTIP 2026 compared to the LTIP 2017 shall be increasing the maximum annual number of ordinary shares in the Company's capital available for issuance to 6.5% (from 4% in the LTIP 2017) of the Company's outstanding ordinary shares (determined as of December 31 of the immediately preceding year).
