Dutch Civil Code

Book 2 Legal Persons

Title 2.4 Open Corporations (public limited companies)

Section 2.4.4 The General Meeting

Article 2:107 Powers of the General Meeting
- 1. Within the limits set by law and the articles of incorporation, any power not assigned to the Board of Directors or another body of the Corporation shall belong to the General Meeting of Shareholders*).
- 2. The Board of Directors and the Supervisory Board shall provide the General Meeting with all requested information, unless a substantial interest of the Corporation opposes to this.

*) The General Meeting of Shareholders is called the General Meeting as well.

Article 2:107a Resolutions that need the approval of the General Meeting
- 1. Resolutions of the Board of Directors leading to changes in the identity or character of the Corporation or its enterprise must be approved by the General Meeting, among which in any case resolutions for:
a. a transfer of the enterprise or of practically the entire enterprise to a third party;
b. the start or termination by the Corporation or its subsidiary of a long-lasting alliance with another legal person or of a commercial partnership, or the start or termination by the Corporation or its subsidiary as fully liable partner in a limited partnership (''commanditaire vennootschap') or general partnership ('vennootschap onder firma'), always only when the start or termination of such alliance or partnership is of fundamental importance for the Corporation;
c. the acquisition or disposal of a participating interest in the capital of another legal person to the value of at least one third of the amount of the assets according to the Corporation's balance sheet with explanatory notes or, if the Corporation makes use of a consolidated balance sheet, according to its consolidated balance sheet with explanatory notes, always according to the last adopted annual accounts of the Corporation.
- 2. The absence of the General Meeting's approval on a resolution as referred to in paragraph 1, does not affect the authority of representation of the Board of Directors or the Directors.
- 3. When the Open Corporation (’naamloze vennootschap’) has established a Works Council by virtue of statutory provisions, the request for an approval shall not be presented to the General Meeting than after the Works Council has been given the opportunity, timely prior to the convening date referred to in Article 1:114, to determine its point of view on the matter. The Works Council’s point of view is offered simultaneously with the request for an approval to the General Meeting. The chairman or a member of the Works Council assigned by him to this end may elucidate the Works Council’s point of view at the General Meeting. The absence of that point of view does not affect the decision-making over the request for an approval.
- 4. For the purpose of paragraph 3, by a Works Council is understood also the Works Council of the enterprise of a subsidiary company, provided that the employees in service of the Open Corporation (‘naamloze vennootschap’) and the group companies in majority are working within the Netherlands. When there are more Work Councils than one, the power meant in the present Article is exerted by these Councils jointly. Where a Central Works Council has been established for the relevant enterprise or enterprises, the before meant power belongs to that Central Works Council.

Article 2:108 At least one General Meeting each year
- 1. A General Meeting is to be held at least once a year.
- 2. Where the articles of incorporation do not provide for a shorter term, the annual meeting shall be held within six months after the end of the Corporation’s accounting year.

Article 2:108a Meeting when the Corporation's equity has decreased dramatically
Within three months after it has become plausible for the Board of Directors that the equity (total assets minus liabilities) of the Open Corporation ('naamloze vennootschap') has decreased to an amount equal to or less than one-half of the paid and called up part of the Corporation's capital, a General Meeting is to be held to consider (discuss) the measures to be taken, if necessary.

Article 2:109 Convening the General Meeting
The Board of Directors and the Supervisory Board are authorized to convene a General Meeting; the articles of incorporation may grant this power also to others.

Article 2:110 Authorization of the court to convene a General Meeting
- 1. One or more shareholders who jointly represent at least one tenth of the issued share capital or such lesser amount as specified for this purpose in the articles of incorporation, may be authorized by the provisional relief judge of the District Court, upon their application, to convene a General Meeting. The provisional relief judge shall reject such application if it has not appeared to him that the applicants have already requested the Board of Directors and the Supervisory Board in writing to convene a General Meeting, with a precise description of the matters to be considered (discussed) at such meeting, and that neither the Board of Directors nor the Supervisory Board - which in this case are equally empowered to do so - has taken the necessary measures to ensure that the General Meeting could be held within six weeks after the request was made to one of them. Where shares in the Corporation or depository receipts for shares issued in cooperation with het Corporation are admitted to a regulated market for trading as specified in Article 1:1 of Financial Supervision Act, the period shall be eight weeks.
- 2. For the purpose of the present Article, holders of depository receipts for shares issued in collaboration with the Open Corporation ('naamloze vennootschap') are equated with shareholders.
- 3. The requirement that the request referred to in paragraph 1 has to be in writing, is met as well when the request is made by electronic means of communication, unless the articles of incorporation provide otherwise.

Article 2:111 Formal requirements the obtain the authorization of the court
- 1. After the Open Corporation ('naamloze vennootschap') has been heard or summoned to appear in court, the provisional relief judge of the District Court shall grant the requested authorization meant in the previous Article if the applicants have shown summarily (briefly) that the requirements of that Article are met, and that they have a reasonable interest that the meeting is to be held. The provisional relief judge of the District Court shall determine the formal procedure and the period to convene the General Meeting. He may also appoint someone who will be charged to lead the General Meeting.
- 2. Where a General Meeting is convened pursuant to paragraph 1, the convening notice for this meeting must mention that it is given by virtue of a court order. A convening notice given in this way, is legally valid, even if, afterwards, it appears that the authorization had been granted wrongly.
- 3. No appeal or other remedy (action) is available against a court order as meant in the present Article, except for an appeal in cassation to the Supreme Court in the interest of the law.

Article 2:112 Power of an individual shareholder to convene a General Meeting
If the persons who are empowered under Article 2:109 or the articles of incorporation to convene a General Meeting, have failed to hold a General Meeting as required pursuant to Article 2:108 or Article 2:108a, then any shareholder may be authorized by the provisional relief judge of the District Court to convene such a meeting himself. Article 2:110, paragraph 2, and Article 2:111 shall apply accordingly.

Article 2:113 Formalities for a convening notice
- 1. All shareholders and holders of depository receipts for shares issued in collaboration with the Corporation are called to the General Meeting by means of a convening notice.
- 2. The convening notice for a General Meeting shall by given by means of a publication (announcement) in a national daily newspaper.
- 3. The articles of incorporation may provide that the holders of registered shares are called to a General Meeting by means of a written convening notice sent to the addresses of those shareholders as listed in the register of shareholders.
- 4. Unless the articles of incorporation provide otherwise, the convening notice may be given in addition, if this is done in agreement with the holder of registered shares and the holder of depository receipts for such shares issued in collaboration with the Corporation, by means of a legible and reproducible convening notice sent by electronic means of communication to the address disclosed by the involved shareholder or holder of depository receipts to the Corporation for this purpose.
- 5. The articles of incorporation may provide that the holders of shares to bearer and the holders of depository receipt for such shares issued in collaboration with the Corporation, shall be called to a General Meeting through a convening announcement which is made by electronic means of communication and which is directly and permanently accessible until that General Meeting.

Article 2:114 Content of a convening notice
- 1. The convening notice for a General Meeting shall specify:
a. the subjects to be considered (discussed) at the meeting;
b. the place and time of the meeting;
c. the procedure to participate in the meeting by means of a representative who has been authorized for this purpose by written procuration (proxy);
d. where shares in the capital of the Corporation or depository receipts for such shares issued in collaboration with the Corporation are admitted to a regulated market as meant in Article 1:1 of the Financial Supervision Act: the procedure to participate in the meeting and to exercise a voting right through electronic means of communication where such a right may be exercised in this way in accordance with Article 2:117a, and the address of the website of the Corporation as referred to in Article 5:25ka of the Financial Supervision Act.
- 2. No legally valid resolution can be passed in respect of subjects which are not specified in the convening notice or the similar convening publication (announcement) as a subject that will be considered (discussed) at the General Meeting, or when the minimal period set for the convening of the General Meeting has not been observed, unless the resolution is passed by unanimous votes cast at a General Meeting where the entire issued share capital of the Corporation is represented.
- 3. Communications which pursuant to law or the articles of incorporations have to be addressed to the General Meeting, may be made by their inclusion in the convening notice itself or by their inclusion in a document which is deposited at the office of the Corporation for inspection, provided that this last possibility is mentioned separately in the convening notice.
- 4. In derogation from paragraph 1, it is possible as well to mention in the convening notice that holders of shares or holders of depository receipts for shares issued in collaboration with the Corporation may inspect the data referred to in paragraph 1, under point (a) and (c) at the office of the Corporation, unless the involved shares or depository receipts are admitted to a regulated market as meant in Article 1:1 of the Financial Supervision Act.

Article 2:114a Right of shareholders to request for a discussion of a subject at the General Meeting
- 1. Where one or more holders of shares representing, either solely or jointly, at least three hundredth part of the issued share capital, have requested in writing a discussion about a specific subject at the General Meeting, this subject must be included in the convening notice or announced in a similar manner (convening publication), if the Corporation has received the reasoned request or a proposal for a resolution no later than the sixtieth day prior to the General Meeting. The articles of incorporation may reduce the required part of the issued share capital and may shorten the period for making the request.
- 2. For the purpose of the present Article, holders of shares are equated with holders of depository receipts for shares issued in collaboration with the Corporation.
- 3. Unless the articles of incorporation provide otherwise, the requirement in paragraph 1 that the request must be made in writing will be met also if the request is made and recorded electronically.

Article 2:115 Minimum period for a convening notice
Without prejudice to what has been provided in Article 2:111, paragraph 2, second sentence, the notice convening the General Meeting may be given no later than on the fifteenth day prior to the Meeting. When this period was shorter or when no convening notice has been given at all, no legally valid resolutions can be passed at the General Meeting, unless the resolution is passed by unanimous votes cast at a General Meeting where the entire issued share capital is represented.

Article 2:116 Place where a General Meeting is to be held
General Meetings are held in the Netherlands at a place mentioned in the articles of incorporation or, where the articles of incorporation do not provide for such a place, in the municipality where the Corporation is domiciled (has its seat). No legally valid resolutions can be passed at a General Meeting which is held at another place than where it should have been held, unless the resolution is passed by unanimous votes cast at a General Meeting where the entire issued share capital is represented.

Article 2:117 Rights of shareholders at the General Meeting
- 1. Each shareholder is entitled, either in person or through a representative acting by means of a written procuration (proxy), to attend the General Meeting, to address the meeting and to exercise his voting right. Holders of fractional shares that jointly represent the nominal amount of one single share, exercise their rights jointly, either through one of them or through a representative acting by means of a written procuration (proxy). The articles of incorporation may limit the right of shareholders to have themselves represented at the General Meeting. The right of shareholders to have themselves represented at the General Meeting by an advocate (solicitor registered at the Bar), a notary, an added notary, a prospective (junior) notary, a registered accountant (chartered auditor) or an accountant administrative consultant, cannot be excluded.
- 2. Each holder of a depository receipt for a share issued in collaboration with the Corporation is entitled, either in person or through a representative acting by means of a written procuration (proxy), to attend the General Meeting and to address the meeting. The last two sentences of paragraph 1 apply accordingly.
- 3. The articles of incorporation may provide that a shareholder is not entitled to participate in the General Meeting as long as he fails to comply with requirements (obligations) imposed on him by law or the articles of incorporation. When the articles of incorporation provide that holders of shares must hand over, prior to the General Meeting, their documentary evidence in custody, then the convening notice for that meeting shall mention the place where and the date before which this must be done. That date cannot be set earlier than on the seventh day prior to the meeting. If the articles of incorporation contain provisions similar to the ones of the present paragraph, then these provisions shall apply as well to holders of depository receipts for shares issued in collaboration with the Corporation.
- 4. The Directors and Supervisory Directors have, in that capacity, an advisory vote at the General Meeting.
- 5. The registered accountant (charted auditor) who has been assigned to audit the annual accounts, as meant in Article 2:393 paragraph 1, is entitled to attend and to address the General Meeting at which a resolution for the adoption of those annual accounts will be considered (discussed).
- 6. The requirement that a procuration (proxy) must be granted in writing will be met as well when such procuration (proxy) is granted and recorded electronically.
- 7. If shares in the Corporation or depository receipts for such shares issued in collaboration with the Corporation are admitted to a regulated market as specified in the Financial Supervision Acts, the articles of incorporation cannot limit or exclude the right of shareholders or holders of depository receipts to have themselves represented at the meeting.

Article 2:117a Attending the General Meeting through electronic means of communication
- 1. The articles of incorporation may provide that any shareholder is entitled to use, either in person or through a representative acting by means of a written procuration (proxy), electronic means of communication to participate in the General Meeting, to address the General Meeting and to exercise his voting right.
- 2. For the purpose of paragraph 1, it is necessary that, by electronic means of communication, the shareholder can be identified and that he is able to obtain direct knowledge of the proceedings at the meeting and to exercise his voting right. The articles of incorporation may provide that it is necessary also that the shareholder is able to participate through electronic means of communication in the deliberations.
- 3. Requirements may be imposed by or pursuant to the articles of incorporation for the use of electronic means of communication. If these requirements are imposed pursuant to the articles of incorporation, then they must be announced in the convening notice for the General Meeting.
- 4. Paragraph 1 up to and including 3 apply accordingly to the rights of any holder of a depository receipt for a share issued in collaboration with the Corporation.
- 5. The requirement that a procuration (proxy) must be granted in writing will be met as well when such procuration (proxy) is granted and recorded electronically.

Article 2:117b Exercising voting rights by electronic means prior to the General Meeting
- 1. The articles of incorporation may provide that votes cast prior to General Meeting by electronic means of communication are equated with votes cast during (at) the General Meeting itself. It is not allowed to cast votes by electronic means of communication prior to the final day of registration meant in paragraph 3.
- 2. For the purpose of paragraph 1, the following persons will be regarded as persons having a right to vote or to attend the meeting: persons who, at a specific moment set in the convening notice for the General Meeting, have such rights to vote or to attend the meeting and are registered as such in a special register pointed out for this purpose by the Board of Directors, irrespective of the persons who are entitled to the involved shares at the time of the General Meeting itself.
- 3. The final date for registration may not be set earlier than at the thirtieth day prior to the General Meeting.
- 4. The convening notice for the General Meeting shall mention the date for registration as well as the way in which persons having a right to vote or to attend the meeting can be registered in the special register, and the way in which they may exercise their rights.

Article 2:118 Right to vote at the General Meeting; number of votes to be cast
- 1. Only shareholders have a right to vote. Each shareholder has at least one vote. The articles of incorporation may provide that a shareholder is not entitled to exercise his voting rights as long as he fails to comply with a requirement (obligation) imposed on him by law or the articles of incorporation.
- 2. If the authorized share capital is divided into shares of an equal nominal amount, each shareholder may cast as many votes as he holds shares.
- 3. If the authorized share capital is divided into shares of an unequal nominal amount, the number of votes that may be cast by each shareholder is equal to the total nominal amount of his shares divided by the nominal amount of the smallest share issued by the Corporation; parts of votes are neglected.
- 4. Nevertheless, the number of votes to be cast by one and the same shareholder may be limited in the articles of incorporation, provided that shareholders who hold the same nominal amount of shares must be entitled to cast the same number of votes, and that such limitation is not more favourable for shareholders holding a large nominal amount of shares than for shareholders holding a smaller nominal amount of shares.
- 5. It is possible to derogate in another way from the provisions of paragraph 2 and 3 in the articles of incorporation, provided that no more than six votes are granted to one single shareholder if the authorized share capital is divided into one hundred shares or more, and that no more than three votes are granted to one single shareholder if the authorized share capital is divided into less than one hundred shares.
- 6. Fractional shares that jointly represent the nominal amount of one single share are equated with such a share.
- 7. At the General Meeting no vote may be cast on a share that belongs to the Corporation or one of its subsidiaries; no vote may be cast either on a share for which a depository receipt is issued for a share in the capital of the Corporation, which depository receipt is held by the Corporation or one of its subsidiaries. A limited proprietor entitled to a usufruct or a pledge on a share in the capital of the Corporation. which share belongs to the Corporation or to one of its subsidiaries, is, however, not excluded from exercising his voting rights, if the usufruct or pledge was established prior to the moment on which the encumbered share was acquired by the Corporation or its subsidiary*). The Corporation or a subsidiary with a usufruct or pledge on a share in the capital of the Corporation, cannot exercise any voting rights in respect thereof.

*) See Articles 2:88 and 2:89 for the right to vote of a usufructuary, respectively, a pledgee.

Article 2:118a Right to vote of holders of depository receipts for shares in an Open Corporation listed on a stock market
- 1. If depository receipts are issued in collaboration with the Corporation for shares in the capital of that Corporation, which shares are admitted to a regulated market or a multilateral trading facility as specified in Article 1:1 of the Financial Supervision Act or to a system comparable with such a regulated market or multilateral trading in a State not being a EU Member State, then the holder of such depository receipts may demand that a procuration (proxy) is granted to him through which he becomes authorized, to the exclusion of the person initially entitled to vote, to exercise, at the General Meeting designated in that procuration (proxy), the voting rights attached to the involved share or shares. A holder of depository receipts for shares who has been authorized like that, may exercise the right to vote to his own opinion. Articles 2:88, paragraph 4, and 2:89, paragraph 4, are not applicable.
- 2. The person initially entitled to vote may only refuse to grant the procuration (proxy) or subject it to restrictions and he may only revoke an already granted procuration (proxy) if:
a. a public bid is announced or released (made) for shares in the capital of the Corporation or for depository receipts for such shares or if there is a justifiable expectation that such a bid will be announced or released soon, while – in all mentioned situations – no agreement on this bid has been reached with the Corporation (hostile take-over bid);
b. one or more holders of depository receipts, solely or jointly with one or more holders of shares, whether or not with help of or through their subsidiaries, acquire or cause the acquisition, under a mutual agreement to cooperate, of at least 25% of the issued share capital of the Corporation, or;
c. the exercise of the voting rights by the holder of depository receipts must be regarded, in the opinion of the person initially entitled to vote, as being fundamentally in conflict with the interests of the Corporation or its affiliated enterprise.
The person initially entitled to vote shall inform the holders of depository receipts and the shareholders of his decision to limit, refuse or revoke the requested or granted procuration (proxy), mentioning as well the reasons for his decision.
- 3. The right to restrict, refuse or revoke the requested or granted procuration (proxy) does not exist when the person initially entitled to vote is a legal person and the majority of the votes in the Board of Directors of this legal person can be exercised by:
a. Directors or former Directors and Supervisory Directors or former Supervisory Directors of the Corporation or its group companies;
b. natural persons employed by the Corporation or its group companies;
c. permanent advisers of the Corporation or its group companies.
- 4. Where the person initially entitled to vote is a legal person, the persons referred to in paragraph 3 are not allowed to cast a vote in relation to a resolution of that legal person to restrict, refuse or revoke the requested or granted procuration (proxy), nor in relation to a resolution of that legal person regarding the way in which the voting rights have to be exercised [in the event that the holder of the depository receipts is not entitled to exercise these rights on the basis of a requested procuration (proxy)].

Article 2:119 Persons pointed out as persons having the right to vote or to attend the General Meeting
- 1. The General Meeting may authorize the Board of Directors for a period of at the most five years to determine, each time when a General Meeting is convened, that for the purpose of Article 2:117, paragraph 1 and 2, and Article 2:117a, paragraph 1 and 4, the following persons will be regarded as persons having a right to vote or to attend the General Meeting: persons who, at a specific moment set in the convening notice for the General Meeting, have such rights to vote or to attend the meeting and are registered as such in a special register pointed out for this purpose by the Board of Directors, irrespective of the persons who are entitled to the involved shares at the time of that General Meeting itself. Such authorization may be granted also for an indefinite period of time by means of a provision to this end in the articles of incorporation.
- 2. The final date for registration may not be set earlier than on the thirtieth day prior to the General Meeting.
- 3. The convening notice for the General Meeting shall mention the date for registration as well as the way in which persons having a right to vote or to attend such a General Meeting can be registered in the special register, and the way in which they may exercise their rights.

Article 2:120 Majority of votes; quorum
- 1. Where the law or the articles of incorporation do not require a larger majority, a resolution shall be passes at a General Meeting by an absolute majority of the votes cast. If the votes are equally divided at an election of persons, a drawing of lots shall decide the voting; if the votes are equally divided at another voting, the proposal shall be rejected; the previous provisions do not apply insofar as the law or the articles of incorporation indicate a different solution. This solution may also indicate that a third person is entrusted to take a decision.
- 2. Unless the law or the articles of incorporation provide otherwise, the validity of a resolution of a General Meeting shall not depend on the question which part of the share capital is represented at the General Meeting.
- 3. If the articles of incorporation specify that the validity of a resolution of the General Meeting depends on the question whether a specific part of the share capital is represented at the General Meeting, and such part was not represented at the General Meeting, then a new General Meeting may be convened at which the resolution may be passed irrespective of the part of the share capital represented at that General Meeting, unless the articles of incorporation provide otherwise. The convening notice for the new General Meeting must mention that a resolution may be passed at that General Meeting irrespective of the part of the share capital that is represented at that General Meeting, and why such a resolution may be passed at that new General Meeting.
- 4. The Board of Directors of the Corporation takes note of the resolutions passed at a General Meeting. The notes are deposited at the Corporation's office for inspection by the shareholders and the holders of depository receipts issued for shares in collaboration with the Corporation. Upon request, a copy or extract of these notices shall be provided to each of these shareholders and holders of depository receipts against payment of at the most the cost price.

Article 2:121 Amendment of the articles of incorporation
- 1. The General Meeting has the power to amend the articles of incorporation; as far as the possibility to amend the articles of incorporation has been excluded in the articles of incorporation, the General Meeting is nevertheless empowered to amend the articles of incorporation by unanimous votes cast at a General Meeting where the entire issued share capital is represented.
- 2. A provision in the articles of incorporation restricting the possibility to amend one or more other provisions of the articles of incorporation, can be amended only by the General Meeting with due observance of the same restriction.
- 3. A provision in the articles of incorporation excluding the possibility to amend one or more other provisions of the articles of incorporation, can be amended only by unanimous votes cast at a General Meeting at which the entire issued share capital is represented.

Article 2:121a Resolution to convert an amount specified in guilders into Euros
- 1. A resolution of the General Meeting to increase the nominal amount of the shares and the authorized share capital as meant in Article 2:67a, shall be passed by an absolute (normal) majority of votes. A resolution of the General Meeting to reduce the nominal amount of the shares and the authorized share capital shall be passed by a majority of at least two-thirds of the votes cast if less than one-half of the issued share capital is represented at the General Meeting. When there are different types (classes) of shares, then a valid resolution of the General Meeting to increase or reduce the nominal amount of the shares and the authorized share capital, requires a prior or simultaneous approving resolution (decision) of each group of holders of shares of the same type (class) whose rights are affected by the conversion of amounts into Euros.
- 2. For the purpose of the previous paragraph, shares of a particular type (class) shall include shares with a differentiated nominal amount (value).

Article 2:122 Amendment of the articles of incorporation and the protection of third persons
The amendment of a provision in the articles of incorporation, which provision grants a right to a person on another basis than in his capacity as shareholder of the Corporation, cannot cause any prejudice to the rights of that person if he has not given his consent to the amendment, unless the possibility to amend this provision has been reserved explicitly when the right was granted to him.

Article 2:123 Announcement of a proposal to amend the articles of incorporation
- 1. When a proposal to amend the articles of incorporation is made to the General Meeting, this must be mentioned always in the convening notice for that General Meeting.
- 2. The persons who have convened a General Meeting at which a proposal for the amendment of the articles of incorporation will be considered, must at the same time deposit a copy of that proposal at the office of the Corporation for inspection by the shareholders; the proposal, which must contain the to be considered amendment to the letter, must remain at the Corporation’s office until the end of the General Meeting. Article 2:114 paragraph 2 applies accordingly.
- 3. From the day on which the proposal is deposited up to the end of the involved General Meeting, the shareholders must have the opportunity to obtain a copy of the proposal as described in the previous paragraph. These copies will be provided free of charge.
- 4. What is provided in the present Article in respect of shareholders applies accordingly to holders of depository receipts for shares issued in collaboration with the Corporation.

Article 2:124 Amendment must be included in a notarial deed
- 1. A notarial deed must be drawn up that contains the amendment of the articles of incorporation, under the penalty of nullity of the amendment. The notarial deed is executed in the Dutch language.
- 2. That notarial deed may consist either of a notarial report of the General Meeting at which the resolution for the amendment of the articles of incorporation is passed, or of a later executed notarial deed. The Board of Directors may cooperate in the execution of that notarial deed, even without having been authorized to do so by the General Meeting.

Article 2:125 [repelead on 01-07-2011]

Article 2:126 Amended articles of incorporation are to be deposited at the commercial register
The Board of Directors must deposit a certified copy of the amendment and of the amended articles of incorporation at the office of the commercial register.

Article 2:127 Amendment of the articles of incorporation during bankruptcy
During the bankruptcy of an Open Corporation ('naamloze vennootschap') the articles of incorporation of that Corporation can be amended only by the General Meeting with the consent of the bankruptcy liquidator ('curator').

Article 2:128 Shareholders passing resolutions outside a General Meeting
- 1. The articles of incorporation may provide that shareholders may pass resolutions in another way than at a General Meeting, unless share certificates or depository receipts for shares have been issued in collaboration with the Corporation. If such a provision is included in the articles of incorporation, then such a resolution can be passed only by unanimous votes cast by all shareholders with a right to vote. The votes are cast in writing.
- 2. Unless the articles of incorporation provide otherwise, votes may be cast as well by electronic means of communication.