Dutch Civil Code

Book 2 Legal Persons

Title 2.9 Annual accounts and annual report*)

*) The accounting standards of the Netherlands are based on the Fourth Council Directive of 25 July 1978 on the annual accounts of certain types of companies (78/660/EEC) (OJ L 222, 14.8.1978, p.11) The question which accounting standards have to be applied in the Netherlands depends on the size of the legal person. Three categories are distinguished in this respect: small sized legal persons (Article 2:396), medium sized legal persons (Article 2:397) and large legal persons.
Small entities have to choose between Title 9, Book 2 of the Dutch Civil Code combined with fiscal valuations, Dutch Accounting Standards for small legal entities, Dutch Accounting Standards for medium sized and large legal entities, and EU-IFRS combined with a part of the Dutch Accounting Standards for medium sized and large legal entities.
Medium sized and large entities have to choose between Dutch Accounting Standards for medium sized and large legal entities, and EU-IFRS combined with a part of the Dutch Accounting Standards for medium sized and large legal entities.
Listed entities (independent of size) have to use EU-IFRS combined with a part of the Dutch Accounting Standards for medium sized and large legal entities.

Section 2.9.13 Consolidated annual accounts**)

**) The provisions of Section 2.9.13 are based on the Seventh Council Directive of 13 June 1983 on consolidated accounts

Article 2:405 Consolidation means rendering account for one entire group
- 1. Consolidated annual accounts are annual accounts in which the assets, liabilities (including equity capital), income and expenses of legal persons and partnerships, forming one group or one part of a group, and of other legal persons and partnerships included in the consolidation, are shown as one entirety.
- 2. The consolidated annual accounts must provide, in accordance with Article 2:362, paragraph 1, insight into the entirety of the legal persons and partnerships included in the consolidation.

Article 2:406 Consolidation requirement
- 1. A legal person which, solely or jointly with another group company, forms the head of its group, shall prepare consolidated annual accounts, which include its own financial data and the financial data of its subsidiaries in the group, of other group companies and of other legal persons over which it exercises dominant control or which fall under its unified management.
- 2. A legal person to which paragraph 1 does not apply, but which in its group has one or more subsidiaries or other legal persons over which it exercises dominant control or which fall under its unified management, shall prepare consolidated annual accounts, which include the financial data of the part of the group, consisting of the legal person itself, its subsidiaries in the group, other group companies falling under the legal person and other legal persons over which it exercises dominant control or which fall under its unified management
- 3. A legal person that is not a bank within the meaning of Article 2:415, but whose consolidated annual accounts include, for a significant part, the financial data of one or more banks, shall provide in the explanatory notes at least insight into the solvency of these banks as a whole.
- 4. A legal person that is not an insurance company within the meaning of Article 2:427, paragraph 1, but whose consolidated annual accounts include, for a significant part, the financial data of one or more insurance companies, shall provide in the explanatory notes at least insight into the solvency of these insurance companies as a whole.
- 5. A legal person, not being a bank within the meaning of Article 2:415, may in its consolidated annual accounts apply Article 2:424 to banks which are to be included in the consolidation and to companies as referred to in Article 2:426, paragraph 1, second sentence.

Article 2:407 Exceptions to the consolidation requirement
- 1. The consolidation requirement does not apply to data:
a. of companies to be included in the consolidation of which the total significance is negligible within the entirety;
b. of companies to be included in the consolidation of which the required data can only be obtained or estimated at disproportionate costs or with long delays;
c. of companies to be included in the consolidation in which an interest is held with the only purpose to dispose of (alienate) it.
- 2. Consolidation may be left out if:
a. the limits set by Article 2:396 would not be exceeded at the consolidation;
b. none of the companies included in the consolidation has outstanding marketable securities of its own that are admitted to be traded on a regulated market or multilateral trading facility as specified in Article 1:1 of the Financial Supervision Act or that are to be traded through a system comparable with such regulated market or multilateral trading facility in any State not being a Member of the European Communities, and;
c. not within six months after the start of the financial year, at least one tenth of the members, or the holders of at least one tenth of the issued share capital, have lodged objections in writing with the legal person against the non-consolidation.
- 3. If the legal person administrates (manages) group companies pursuant to a regime of corporation with a legal person whose financial data are not included in the consolidated annual accounts, then it may leave its own financial data outside the consolidated annual accounts. This applies only if the legal person conducts no other operations or activities than the administration (management) and financing of group companies and of participating interests, and if it applies Article 2:389 to its balance sheet.

Article 2:408 No consolidation requirement regarding part of groups
- 1. A consolidation regarding a part of a group may be left out, provided that:
a. not within six months after the start of the financial year, at least one tenth of the members, or the holders of at least one tenth of the issued share capital, have lodged objections in writing with the legal person against the non-consolidation;
b. the financial data that the legal person should consolidate are included in the consolidated annual accounts of a larger entirety;
c. the consolidated annual accounts and annual report are drawn up in accordance with the provisions of the Seventh Council Directive of the European Communities on company law or in accordance with the requirements of one of the Directives of the Council of the European Communities on annual and consolidated accounts of banks and other financial institutions or of insurance companies or, if those rules need not be followed, in a similar way;
d. the consolidated annual accounts with the auditor’s opinion and the annual report, to the extent that these are not drawn up in or translated into Dutch, are drawn up in or translated into French, German or English, and then always in the same language, and;
e. each time within six months after the balance sheet date or within one month after a lawfully made later publication at the office of the commercial register, the documents referred to under (d) or its translations are deposited for inspection.
- 2. The Minister of Justice may point out rules for annual accounts that, where necessary added with rules issued by him, are regarded as equal to the provisions which are in accordance with the Seventh Directive. A repeal of these pointed out rules can have effect only for financial years that have not yet started to run.
- 3. The legal person has to mention the application of paragraph 1 in the explanatory notes.

Article 2:409 Proportionate consolidation
The financial data of a legal person or partnership may be included in the consolidated annual accounts in proportion to the interest held in that legal person or partnership, if:
a. one or more companies which are included in the consolidation may jointly, pursuant to a regime for cooperation with other shareholders, members or partners, exercise within that legal person or partnership rights and powers as referred to in Article 2:24a, paragraph 1, and;
b. with that, the requirements to provide the legally required insight are met.

Article 2:410 Arrangement (layout) of the consolidated annual accounts
- 1. The provisions of the present Title (Title 2.9) on annual accounts and components thereof apply accordingly to consolidated annual accounts, with the exception of Articles 2:365, paragraph 2, 2:378, 2:379, 2:382a, 2:383, 2:383b up to and including 2:383e, 2:389, paragraph 6 and 8, and 2:390.
- 2. Inventories (goods in stock) do not have to be subdivided if this would require undue (disproportional) expenses on account of special circumstances.
- 3. For profound reasons to be mentioned in the explanatory notes, other valuation methods and valuation principles may be used for calculating the results than those used in the legal person’s own annual accounts.
- 4. When a foreign legal person and the legal person are jointly at the head of the group, then the part of the group of which the foreign legal person forms the head may be included in the consolidation in accordance with its national law, with clarification of the impact thereof on the capital and result.
- 5. With regard to all of the companies that are completely included in the consolidation, the data meant in Article 2:382 are mentioned as one overall number; with regard to all of the companies that are only in proportion included in the consolidation, the data meant in the first sentence of Article 2:382 are mentioned as one separate overall number.

Article 2:411 Group capital
- 1. The consolidated annual accounts do not need to split the equity capital.
- 2. The part of the total equity capital of the group and of the consolidated results that do not belong to the legal person, is mentioned.

Article 2:412 Consolidation date
- 1. The balance sheet date of the consolidated annual accounts is the same as that of the singular annual accounts of the legal person itself.
- 2. The consolidated annual accounts may in no way be prepared on the basis of data recorded more than three months prior to or after the balance sheet date.

Article 2:413 Consolidation differences
When the data of a company are included for the first time in the consolidation and, as a result, a difference in value arises in comparison to the previous valuation of the interest in that company, then this difference and the method of calculation have to be mentioned. Where the value is less, Article 2:389 paragraph 7, shall apply to the difference; where the value is higher, the difference shall be included in the equity capital of the group, as far as it does not reflect any disadvantages connected with the participating interest.

Article 2:414 List of group companies and participating interests
- 1. The legal person shall disclose, distinguished according to the following categories, the name and domicile of legal persons and partnerships:
a. that are completely included in its consolidated annual accounts;
b. of which the financial data are partly included in its consolidated annual accounts, in proportion to the interest therein;
c. in which a participating interest is held that is accounted for in the consolidated annual accounts in accordance with Article 2:389;
d. that are subsidiaries without legal personality, and that are not mentioned pursuant to what is provided under (a), (b) or (c);
e. with regard to which one or more companies that are completely included in the consolidation or one or more subsidiaries thereof, solely or jointly, provide or cause to provide, for their own account, at least one fifth of the issued share capital, and that are not mentioned pursuant to what is provided under (a), (b), (c) or (d).
- 2. Disclosed shall be as well:
a. on the basis of which circumstance each company is included completely in the consolidation, unless that circumstance consists merely of the possibility to exercise the majority of the voting rights and of the provision of share capital in proportion to those voting rights;
b. the event from which appears that a legal person or partnership, of which the financial data are included in the consolidation in accordance with Article 2:409, is eligible for such consolidation;
c. where appropriate, the reason for not consolidating a subsidiary, mentioned pursuant to what is provided in paragraph 1, under (c), (d) or (e), and;
d. the part of the share capital that is provided;
e. the amount of equity capital and the result of each company mentioned pursuant to what is provided in paragraph 1, under (e), according to its most recently adopted annual accounts.
- 3. Where mentioning the name, domicile and the part of the held issued share capital of a subsidiary to which paragraph 1, under (c), applies, would be helpful to obtain the legally required insight, these data may not be left out of the consolidation, even when the participating interest is of negligible importance. Paragraph 2, under (e), does not apply with regard to companies in which an interest of less than one half is held and that lawfully make use of the possibility not to publish their balance sheet.
- 4. Article 2:379, paragraph 4, shall apply accordingly to disclosures to be made pursuant to paragraph 1 and 2.
- 5. Mentioned will be with regard to which legal persons the legal person has accepted in writing a liability in accordance with Article 2:403.

Section 2.9.14 Rules for banks*)

*) Based on Council Directive of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions II (86/635/EEC)

Article 2:415 Field of application of Section 2.9.14
In the present Section (Section 2.9,14) ‘bank’ means a financial enterprise with its official seat in the Netherlands that has a license for conducting the business of a bank as referred to in Article 1:1 of the Financial Supervision Act.

Article 2:416 Title 2.9 is basically applicable
- 1. Insofar as the present Section (Section 2.9.14) does not provide otherwise, Sections 2.9.1, 2.9.2, 2.9.5 up to and including 2.9.10 and 2.9.13 are applicable to banks, as well as Articles 2:365, paragraph 2, 2:366, paragraph 2, 2:368, 2:373, paragraph 2 up to and including 5, 2:374, paragraph 1, 2 and 4, 2:375, paragraph 5 and 7, 2:376, second sentence, 2:377, paragraph 7, and Articles 2:402, 2:403 and 2:404.
- 2. Where it concerns banks, participating interests and intangible and tangible assets shall be deemed to be fixed assets. Other marketable securities and other assets are deemed to be fixed assets as far as these are intended to be used sustainably in the conduct of business.
- 3. The Dutch Central Bank ('De Nederlandsche Bank N.V.') shall be heard on a draft for a proposed Order in Council as referred to in Article 2:363, paragraph 6, as far as it is intended to implement the provisions of the present Section (Section 2.9.14), and on a draft for a proposed Order in Council as referred to in Article 2:417.
- 4. Where it concerns a bank, the Minister of Economic Affairs shall not render a decision on a request for a relief as referred to in Articles 2:58, paragraph 5, 2:101, paragraph 4, 2:210, paragraph 4, 2:379, paragraph 4, or 2:392, paragraph 4, before the Dutch Central Bank ('De Nederlandsche Bank N.V.') has been heard on the matter.

Article 2:417 Arrangement (layout) by Decree Annual Accounts of Banks
In the implementation of the Council Directive of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions II (86/635/EEC), further rules shall be issued by Order in Council with regard to the balance sheet and the profit and loss account and the explanatory notes thereto.

Article 2:418 [reserved for future provisions]

Article 2:419 Arrangement (layout) for banks of different legal type and for specialised banks
In case of banks not of any legal type as listed in Article 2:360, first sentence, or in case of specialised banks, the arrangement (layout), use of terms (denomination) and description of items of the balance sheet and profit and loss account may contain differences as far as these are necessary because of the legal form of such banks or, respectively, because of the special nature of their business.

Article 2:420 Peculiarities regarding the profit and loss account of banks
- 1. Decreases in value of marketable securities and of participating interests that form a part of the fixed assets may be balanced on the profit and loss account with reversals (re-adjustments) of earlier made write-downs, as far as the decreases in value are not extracted from the revaluation reserve.
- 2. Paragraph 1 applies as well to decreases in value in connection with reversals (re-adjustments) of earlier made write-downs in respect of debt-claims against bankers and customers and in respect of provisions for conditional liabilities and irrevocably promised commitments that may lead to a credit risk.
- 3. Increases in value of marketable securities which are valued at market value and which do not form a part of the fixed assets, but of the trading portfolio, are taken into account on the profit and loss account. Decreases in value of such marketable securities are taken into account in accordance with Article 2:387, paragraph 1 up to and including 3.

Article 2:421 Detailed adjustments in the explanatory notes
- 1. Article 2:368 applies to the items forming a part of the fixed assets; amounts set off as referred to in Article 2:420, paragraph 1, may be combined (merged) in the overview with other items.
- 2. Article 2:376, second sentence, only applies to off-balance sheet items.
- 3. Similar acts as those referred to in Article 2:378, paragraph 3, second sentence, may be accounted for jointly. Article 2:378, paragraph 4, under (a), does not apply to shares or depository receipts of shares that are pledged to the bank in the normal course of its banking business.
- 4. Article 2:381, paragraph 1, first sentence, only applies insofar as the relevant data are not included in the off-balance sheet items. Article 2:381, paragraph 2 and 3, does not apply.
- 5. Article 2:383, paragraph 2, is not applicable, except with regard to outstanding amounts.

Article 2:422 Valuation of investment in marketable securities
- 1. Marketable security bonds with a fixed rate of return or with a variable rate of return pending on the interest rate, and that for a part of the fixed assets, are valued on the basis of the acquisition price or at redemption value, without prejudice to the application of Article 2:387, paragraph 4.
- 2. If these marketable security bonds are included on the balance sheet at redemption value, the difference between the acquisition price and redemption value shall be disclosed and accountant for as a result to be spread over the years since acquisition. The difference may as well be accounted for at once if the acquisition price was higher than the redemption value.
- 3. Marketable securities not forming a part of the fixed assets are valued on the basis of the acquisition price, at redemption value or at current value. In the event of a valuation at redemption value, the first sentence of paragraph 2 shall be applied accordingly.

Article 2:423 Rate of balance sheet items in foreign currency
- 1. Fixed assets denominated in foreign currency that are not covered by spot (cash exchange) or forward transactions, are included at the day’s rate on the balance sheet date or at the day’s rate on the day of acquisition of these assets.
- 2. Outstanding forward transactions denominated in foreign currency are included at the day’s rate or at the forward rate on the balance sheet date.
- 3. Other assets and liabilities denominated in foreign currency are included at the day’s rate on the balance sheet date.
- 4. Differences arising from a conversion (translation) of assets and liabilities denominated in foreign currency, are accounted for on the profit and loss account. They may, however, be booked in favour or in detriment of a non-distributable reserve as far as they relate to fixed assets or to forward transactions to cover such assets; the total sum of the positive differences and that of the negative differences shall be disclosed then.

Article 2:424 Special liability item for general banking risks
A bank may in its balance sheet, under the liabilities, include an item, immediately after the provisions, enclosing the coverage of general banking risks, insofar as this is required for reasons of prudence because of general risks of its banking business. The balance of the amounts added to and withdrawn from that item is included as a separate item in the profit and loss account.

Article 2:425 Group exemptions
A bank to which an exemption applies as referred to in Article 3:111, first paragraph, of the Financial Supervision Acted, is not required to arrange its annual accounts and annual report in accordance with the provisions of the present Title (Title 2.9), provided that its financial data are included in consolidated annual accounts, the annual report and the other data of another bank on whose liability the exemption is based; Articles 2:393 and 2:394 do not apply to the bank to which the exemption applies. Added to the consolidated annual are an annual report and other data that relate to the legal persons and institutions included in the consolidated annual accounts.

Article 2:426 Mixed group consisting of banks and non-banks
- 1. Companies other than banks that are included in the consolidated annual accounts of a bank, are accounted for in accordance with the requirements for banks. Article 2:424, however, may be applied only with regard to companies as referred to in the preceding sentence of which the activities directly follow the natural form of a banking business or of which the activities comprises the provision of ancillary services in the extension of a banking business.
- 2. The group company at the head of the group that consolidates the data of a group or a part of a group and that conducts no or hardly any other activity than the pursuit of a banking business, shall be included in the consolidated annual accounts in accordance with the requirements for banks. This shall apply only if that group company conducts no other activities than the administration (management) and financing of group companies and of participating interests.
- 3. Article 2:407, paragraph 2 and 3, do not apply. If a bank applies Article 2:407, paragraph 1, under (c), with regard to a subsidiary which is a bank too and in which a participating interest is held for the provision of financial assistance, then the annual accounts of the last mentioned bank are added to the consolidated annual accounts of the first mentioned bank. Important conditions governing the provision of financial assistance shall be disclosed.

Section 2.9.15 Rules for insurance companies*)

*) Implementation of Council Directive 91/674/EEC of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings

Subsection 2.9.15.1 General Provisions

Article 2:427 Field of application of the provisions of Section 2.9.15
- 1. In the present Section (Section 2.9.15) ‘insurance company’ means: a financial enterprise with its official seat in the Netherlands that according to the Financial Supervision Act may conduct the business of an insurer or perform the activities of an entity for risk acceptance, and to which Article 3:72 of the Financial Supervision Act applies.
- 2. A legal person that conducts an insurance business, but that is no insurance company, may apply the requirements applicable to insurance companies if this is helpful to provide the insight required by Article 2:362, paragraph 1.
- 3. For the purpose of the present Section (Section 2.9.15), the conduct of an insurance business which provides funeral insurances in kind [covering the costs of a funeral service and of the disposal of the death] is regarded as the conduct of a life insurance business.

Article 2:428 Title 2.9 is basically applicable
- 1. Insofar as the present Section (Section 2.9.15) does not provide otherwise, Sections 2.9.1, 2.9.2, 2.9.5 up to and including 2.9.10 and 2.9.13 are applicable to insurance companies, as well as Articles 2:365, 2:366, paragraph 2, 2:368, paragraph 1, 2:373, 2:374, 2:375, paragraph 2, 3 and 5 up to and including 7, 2:376, 2:377, paragraph 7, 2:402, 2:403 and 2:404.
- 2. Where it concerns insurance companies, participating interests and intangible assets shall be deemed to be fixed assets. Other investments and other assets are deemed to be fixed assets as far as these are intended to be used sustainably in the conduct of business.
- 3. The Dutch Central Bank ('De Nederlandsche Bank N.V.') shall be heard on drafts for a proposed Order in Council as referred to in Articles 2:363, paragraph 6, or 2:442, paragraph 1, as far as it is intended to implement the provisions of the present Section (Section 2.9.15), and on a draft for a proposed Order in Council as referred to in Article 2:444, paragraph 2.
- 4. Where it concerns insurance companies, the Minister of Economic Affairs shall not render a decision on a request for a relief as referred to in Article 2:58, paragraph 5, 2:101, paragraph 4, 2:210, paragraph 4, or 2:392, paragraph 4, before the Dutch Central Bank ('De Nederlandsche Bank N.V.') has been heard on the matter.

Subsection 2.9.15.2 Requirements regarding the balance sheet and the explanatory notes thereto

Article 429 Main lay out of the balance sheet
- 1. The assets shall include separately:
a. intangible assets in the manner as described in Article 2:365;
b. investments ;
c. investments of which the person entitled to the insurance benefit bears the investment risk, and savings bank investments;
d. accounts receivable (debt-claims);
e. other assets ;
f. accrued assets, and;
g. derivative financial instruments.
- 2. The liabilities shall include separately:
a. equity capital in the manner as described in Article 2:373;
b. subordinated debts;
c. technical provisions typical for the insurance business;
d. technical provisions for insurances of which the person entitled to the insurance benefit bears the investment risk, and for savings banks;
e. provisions in the manner as described in Article 2:374;
f. not yet due and demandable debts within the framework of a reinsurance agreement of a company which reinsures its liabilities;
g. debts;
h. deferred liabilities, and;
i. derivative financial instruments.
- 3. If Article 2:430, paragraph 6, has been applied, the investments referred to in paragraph 1, under (b), shall be subdivided into:
a. investments that are considered as fixed assets;
b. investments that are considered as current assets forming a part of the trading portfolio, and;
c. investments that are considered as current assets not forming a part of the trading portfolio.

Article 2:430 Layout of investments
- 1. The investments shall include separately:
a. land and buildings, whether or not under construction, and payments thereon, with separate mention of the land en buildings for own use;
b. investments in group companies and participating interests;
c. other financial investments.
- 2. On the balance sheet of a company which assumes (accepts) reinsurance, the investments shall include separately also the debt-claims within the framework of a reinsurance contract that are not at free disposal;
- 3. The investments in group companies and participating interests shall include separately:
a. shares, depository receipts of shares and other forms of participating interests in group companies;
b. other participating interests;
c. marketable security bonds with a fixed rate of return or with a variable rate of return depending on the interest rate, issued by group companies, and debt-claims against group companies, and;
d. marketable security bonds with a fixed rate of return or with a variable rate of return depending on the interest rate, issued by other legal persons or partnerships that have a participating interest in the insurance company or in which the insurance company holds a participating interest, and debt-claims against other legal persons or partnerships that have a participating interest in the insurance company or in which the insurance company holds a participating interest.
- 4. The other financial investments shall include separately:
a. shares, depository receipts of shares, participating security bonds and other variable yield securities ;
b. marketable security bonds with a fixed rate of return or with a variable rate of return depending on an interest rate;
c. interests in investment pools;
d. receivables (debt-claims) from loans for which security (collateral) has been provided;
e. other receivables (debt-claims) arising from loans;
f. deposits with banks;
g. other financial investments.
- 5. Unless the item ‘other financial investments’ is of minor importance within all financial investments as a whole, its nature and extent shall be clarified.
- 6. If investments qualifying as fixed assets are valued on other principles than investments qualifying as current assets, either forming a part of the trading portfolio or not, then the investments referred to in paragraph 1, under (a) or (c), and in paragraph 4, under (a) up to and including (g), shall be subdivided into:
a. investments that are considered as fixed assets;
b. investments that are considered as current assets forming a part of the trading portfolio, and;
c. investments that are considered as current assets not forming a part of the trading portfolio.

Article 2:431 Exemption regarding fixed assets in the overview of movements
Article 2:368, paragraph 1, does not apply to other financial investments as referred to in Article 2:430 paragraph 1, under (c).

Article 2:432 Subdivision of receivables (debt-claims)
- 1. The receivables (debt-claims) shall include separately:
a. debt-claims arising from insurance contracts other than reinsurance, with separate disclosure of debt-claims against policyholders and against intermediaries;
b. debt-claims arising from reinsurance contracts;
c. other receivables (debt-claims).
- 2. For each of the categories listed in paragraph 1 shall be mentioned the debt-claims against group companies and the debt-claims against other legal persons and partnerships that have a participating interest in the insurance company or in which the insurance company holds a participating interest.

Article 2:433 Subdivision of other assets
- 1. The other assets shall include separately:
a. tangible assets as referred to in Article 2:366, paragraph 1, which do not have to be included amongst the item ‘land and buildings’, as well as inventories (goods in stock) as referred to in Article 2:369;
b. liquid assets as referred to in Article 2:372, paragraph 1;
c. other assets .
- 2. Unless the item ‘other assets’ is of minor importance within all other assets as a whole, its nature and extent shall be clarified.

Article 2:434 Subdivision of accrued assets
- 1. The accrued assets shall include separately:
a. accrued but not yet due and demandable interest and rent ;
b. deferred acquisition costs, to the extent not already deducted from the technical provision for unearned premiums or from the technical provision life insurance;
c. other accrued assets (prepayments).
- 2. Disclosed shall be the deferred acquisition costs for life insurance and, respectively, liability insurance.

Article 2:435 Technical provisions
- 1. The technical provisions shall include separately:
a. the provision for unearned premiums and the provision for unexpired risks, including a catastrophe provision if such has been made;
b. the provision for life insurance;
c. the provision for outstanding debt-claims for damages to be paid and for insurance benefits to be paid;
d. the provision for distribution of profits and for discounts (rebates);
e. the provision for deferred profit sharing (bonuses) obligations;
f. the provision for equalization to the extent that equalization of profit and loss is permitted by or pursuant to law;
g. other technical provisions.
- 2. Article 2:374 applies to technical provisions to the extent that the involved technical provision does not oppose to this.
- 3. From the technical provisions, including the technical provisions as referred to in Article 2:429, paragraph 2, under (d), as disclosed on the balance sheet, is deducted the part thereof that is covered by reinsurance contracts. From this provision are deducted as well the interest rate discounts. - 4. If the technical provisions are reduced with acquisition costs, these shall be disclosed separately.
- 5. Unless the provision for unexpired risks is of minor importance within the whole of all unearned premiums, its extent shall be clarified.
- 6. Within the framework of a life insurance business no technical provision for unearned premiums and no technical provision for insurance benefits to be paid has to be disclosed.
- 7. The technical life insurance provision may include the provision specified in Article 2:374, paragraph 4. In that case, the explanatory notes shall disclose the amount of that provision.

Article 2:435a Statements of movements in the explanatory notes
- 1. The explanatory notes shall include statements of movements regarding:
a. the catastrophe provision as included amongst the provision for unexpired risks;
b. the still to be depreciated item ‘interest rate discounts’ as to be deducted from the technical provisions;
c. the still to be depreciated acquisition cost;
d. the provision for deferred profit sharing (bonuses) obligations.
- 2. Each of the statements meant in paragraph 1 shall show:
a. the amount of the item at the beginning of the financial year;
b. additions to or deductions from the item over the financial year, subdivided to their nature;
c. the amount of the item at the end of the financial year.
- 3. The explanatory notes shall disclose the principles for the creation and valuation of the provision for deferred profit sharing (bonuses) obligations.
- 4. An insurance company having its official seat in the Netherlands that conducts a life insurance business, shall disclose in an overview, which is included in the explanatory notes, the quantitative outcome of and used principles for the survey (audit) regarding the sufficiency of the technical provisions as imposed by the Dutch Central Bank ('De Nederlandsche Bank N.V.') under the Financial Supervision Act.

Article 2:436 Liabilities (debts)
- 1. The liabilities shall include separately:
a. liabilities arising from insurance contracts other than reinsurance;
b. liabilities arising from reinsurance contracts;
c. debenture loans, mortgage bonds (pledge bonds) and other loans, with separate disclosure of convertible loans;
d. debts to banks;
e. other liabilities, with separate disclosure of liabilities in respect of taxes and social insurance contributions.
- 2. For each of the categories listed in paragraph 1 shall be mentioned the debts to group companies and the debts to other legal persons and partnerships that have a participating interest in the insurance company or in which the insurance company holds a participating interest.
- 3. Article 2:375, paragraph 2, applies to each of the categories of liabilities (debts) listed in paragraph 1.
- 4. Article 2:376 does not apply to obligations arising from insurance contracts .

Subsection 2.9.15.3 Requirements concerning the profit and loss account and the explanatory notes thereto

Article 2:437 Details for a profit and loss account of an insurance company
- 1. In the presents Section (Section 2.9.15) ‘profit and loss account’ means: a technical indemnity insurance account, a technical life insurance account and a non-technical account. Technical insurance accounts are applied depending on the nature of the business of the insurance company.
- 2. An insurance company that only reinsures or that in addition to reinsurance conducts an indemnity insurance business, may apply the technical insurance accounts to the nature of the contracts that are reinsured, or exclusively the technical indemnity insurance account. If only the technical indemnity insurance account is applied, then the gross premiums are separately disclosed, subdivided into life insurance and indemnity insurance .
- 3. On the technical indemnity insurance account are included separately the income and expenses resulting from the normal conduct of the indemnity insurance business and the result thereof before tax.
- 4. On the technical life insurance account shall be included separately the income and expenses resulting from the normal conduct of the life insurance business and the result thereof before tax.
- 5. On the non-technical account are included separately:
a. results before tax, realised in the normal conduct of the indemnity insurance business and of the life insurance business, revenues and expenses from investments, and unrealised profits and losses on investments which are neither allocated, nor belonging to the indemnity insurance business or life insurance business, and the allocated profits on investments transmitted from or to technical insurance accounts, other income and expenses, taxes levied on the result arising from the normal conduct of business, and that result after tax;
b. extraordinary income and expenses, taxes thereon, and the extraordinary result after tax;
c. other taxes;
d. the result after taxes.
- 6. Article 2:438, paragraph 4, applies to the unrealised profits and losses.

Article 2:438 Layout of technical insurance accounts; differences in exchange rates for investments
- 1. Separately included on the technical insurance accounts, net of reinsurance income and reinsurance expenses, shall be:
a. premiums earned;
b. income (returns) from investments;
c. unrealised investment income (returns);
d. other income;
e. outstanding debt-claims for damages to be paid and insurance benefits paid;
f. the increase or decrease in the technical provisions which are not included in other items;
g. the increase or decrease in the technical provision for profit sharing (bonuses) and discounts (rebates);
h. operating costs;
i. expenses relating to investments;
j. unrealised losses on investments in the manner as specified in paragraph 4;
k. other expenses;
l. returns (income) on investments to be allocated to the non-technical account;
m. the increase or decrease in the equalization provision.
- 2. Unless investments may be allocated directly to the indemnity insurance business, the items meant in paragraph 1, under (b) and (c), shall be replaced on the technical indemnity insurance account by an item which comprises the income on investments to be allocated to the indemnity insurance business, whereas the items meant in paragraph 1, under (i), (j) and (l), shall be removed. The item under (m) shall be included only in the technical indemnity insurance account.
- 3. In allocating the income on investments from one part of the profit and loss account to the other, the reasons and principles are discloses.
- 4. Increases in value of investments which are valued on the basis of the current value principle may be taken into account on the profit and loss account in the item meant in paragraph 1, under (c) or, if the exception in paragraph 2 does not arise or Article 2:445, paragraph 3, has been applied, on the non-technical account. If the first sentence applies, then the decreases in value of these investments are not accounted for as expenses in connection with investment in accordance with Article 2:440, paragraph 5, under (b), but included in the item meant in paragraph 1, under (j). Increases in value and decreases in value as referred to in Article 2:429, paragraph 1, under (c), must be taken into account on the profit and loss account in the manner as indicated in the first two sentences.
- 5. Unless paragraph 4, first sentence, has been applied, increases in value of investments realised in the financial year, that are valued on the basis of the current value principle, are taken into account on the profit and loss account in the item meant in paragraph 1, under (b).

Article 2:439 Subdivision within the technical insurance accounts themselves
- 1. On the technical insurance accounts and the non-technical account the following items, insofar as these appear thereon, shall be subdivided according to the next paragraphs.
- 2. Earned premiums shall be subdivided into:
a. gross premiums which have expired during the financial year, with the exception of taxes and other amounts required by or pursuant to law that have been collected together with the premiums;
b. reinsurance premiums paid and indebted by the insurance company, reduced with the indebted reinsurance premiums at the start of the financial year;
c. the increase or decrease in the technical provision for unearned premiums and, if applicable, of the technical provision for unexpired risks;
d. the reinsurance part of the increase or decrease referred to under (c);
- 3. On the technical life insurance account the increase or decrease of the technical provision for unearned premiums may form a part of the increase or decrease of the technical life insurance provision and it is not required to make the subdivision meant in paragraph 2.
- 4. The outstanding debt-claims for damages or insurance benefits shall be subdivided into:
a. outstanding debt-claims for damages and insurance benefits that have been paid by the insurance company for its own account, with separate mention of the total of debt-claims for damages and insurance benefits that have been paid and the reinsurance part included therein;
b. the increase or decrease in the provision for outstanding debt-claims for damages and insurance benefits that are to be paid by the insurance company for its own account, with separate mention of the reinsurance part and of the total sum of these two amounts.
- 5. In the item for increases or decreases in technical provisions that do not have to be disclosed in other items, shall be included separately:
a. the increase or decrease of the technical life insurance provision for own account of the insurance company, with separate mention of the reinsurance part and of the total sum of these two amounts;
b. the increase or decrease in other technical provisions.
- 6. Unless the cumulative run-off over the three preceding financial years and the run-off in the financial year amounts each time less than ten percent of the result of the technical insurance account of the relevant financial year, the explanatory notes shall disclose in an overview for each sector of business the nature and extent of the total run-off in the financial year of the provisions for outstanding debt-claims for damages and insurance benefits that have to be paid, which provisions were created for account of the three preceding financial years. This overview shall disclose as well for each sector of business the nature and extent of the total run-off of the provisions for outstanding debt-claims for damages and insurance benefits that have to be paid, which were created for account of the fourth preceding financial year and the financial year prior to that. The impact of the applied discounting shall be indicated in this overview

Article 2:440 Possible subdivision in the explanatory notes
- 1. The operating costs shall include separately:
a. acquisition costs;
b. the increase or decrease in deferred acquisition costs;
c. cost of administration, staffing costs and depreciation on assets insofar as these are not included amongst the acquisition costs, outstanding debt-claims for damages to be paid, or expenses in connection with investments;
d. commissions and profit sharing (bonuses) collected in relation to reinsurance that have been deducted from the operating costs.
- 2. Acquisition costs are costs which directly or indirectly relate to the conclusion of insurance contracts.
- 3. The income on investments shall include separately:
a. income from participating interests;
b. income from other investments, divided by revenue from land and buildings and other investments;
c. re-adjustments (reversals) of decreases in value of investments insofar as these are not included in the revaluation reserve;
d. income from sale of investments.
- 4. The income from relations with group companies shall be indicated, distinguished from each other according to the categories mentioned in paragraph 3, under (a) and (b).
- 5. The expenses connected with investments shall include separately:
a. costs connected with the administration of investments, including interest costs;
b. decreases in value of investments as far as these are not extracted from the revaluation reserve, and depreciation on investments;
c. loss on sale of investments.
- 6. The amount of profit sharing (bonuses) and that of discounts (rebates) are included in the explanatory notes.

Subsection 2.9.15.3a Overview of the composition of the total result

Article 2:440a Total result
An overview of the composition of the total result shall be included subsequent to the profit and loss account. The total result is equal to the difference in equity capital on the balance sheet at the beginning of the year and on the balance sheet at the end of the year, adjusted with capital contributions and capital withdrawals.

Subsection 2.9.15.4 Special requirements regarding the explanatory notes

Article 2:441 Turnover divided according to sector of business and territorial area; commissions
- 1. Article 2:380 does not apply.
- 2. An insurance company which conducts an indemnity insurance business or an indemnity reinsurance business shall disclose in an overview the following data, in which the reinsurance part shall be included:
a. premiums written;
b. premiums earned;
c. outstanding debt-claims for damages to be paid;
d. operating costs, and;
e. the sum of the reinsurance income and reinsurance expenses.
- 3. These data are subdivided according to indemnity insurance and indemnity reinsurance, if at least one tenth part of the premiums originates from reinsurance contracts.
- 4. The data relating to indemnity insurance are divided according the following categories:
a. accidents and illness;
b. civil liability motor vehicles as required pursuant to law;
c. other motor vehicles;
d. maritime, aviation and transport insurance;
e. fire and other damage to property;
f. general liability, except for civil liability motor vehicles as required pursuant to law and maritime, aviation and transport liability;
g. credit and suretyship;
h. legal aid;
i. relief operations, and;
j. various pecuniary losses,
if the written premiums for a category amounts up to more than € 10,000,000.
The insurance company shall disclose at least the data of its three main categories.
- 5. An insurance company which conducts a life insurance business or a life reinsurance business shall disclose in an overview: the premiums written, including the reinsurance part, and the balance of the reinsurance income and reinsurance expenses. The written premiums are subdivided according to life insurance and reinsurance if at least one tenth of the written premiums originates from reinsurance contracts.
- 6. The written life insurance premiums are subdivided into:
a. premiums arising from collective insurance contracts and individual insurance contracts;
b. single-premium insurance and recurring premium insurance, and;
c. premiums arising from contracts under which the person entitled to the insurance benefit bears the investment risk, of contracts with and without profit sharing (bonus and non-bonus contracts);
a category mentioned under (a), (b) or (c), which amounts up to one tenth or less of the total of the written premiums need not be disclosed.
- 7. Disclosed shall be the amount of premiums, including the reinsurance part, written on insurance contracts concluded from:
a. the Netherlands;
b. the remaining territory of the European Communities, and;
c. other countries;
each time if that amount exceeds one twentieth part of the total of the written premiums.
- 8. Disclosed shall be the amount of commissions paid and commissions due, regardless of the nature of the commission.
- 9. The explanatory notes shall disclose:
a. the solvency amount which at least has to be at the disposal of the insurance company;
b. the solvency amount which the Board of Directors of the insurance company considers necessary;
c. the solvency amount as it is present.

Subsection 2.9.15.5 Special requirements regarding the principles for valuation and for assessment of the results

Article 2:442 Valuation of investments at current value
- 1. Without prejudice to Article 2:389, only the market value in accordance with the rules set by Order in Council shall qualify as the current value of investments.
- 2. Investments with regard to which the person entitled to the insurance benefit bears the investment risk and saving investments are valued on the basis of the current value principle.
- 3. For each of the items forming a part of the investments and that are present on the balance sheet date, shall be mentioned the acquisition price or production price, if the valuation is made on the basis of the current value principle.
- 4. If investments in land and buildings are valued on the basis of the current value principle, then Article 2:386, paragraph 4, need not be applied. If it concerns investments in land and buildings for own use, then the explanatory notes to the profit and loss account shall indicate the amount of income which is allocated to these investments and the allocated amount of costs of accommodation.
- 5. The investments referred to in Article 2:430, paragraph 4, under (a), including investments in convertible bonds and derivative financial instruments, as far as these are not meant in Article 2:384, paragraph 8, shall be valued on the basis of the current value principle.

Article 2:443 Valuation of marketable security bonds and similar receivables
- 1. Marketable security bonds with a fixed return or with a variable return depending on the interest rate, that form a part of the investments, may be valued at redemption value, without prejudice to Article 2:387, paragraph 4. If these marketable security bonds do not have a redemption value, they are valued at current value or on the basis of the acquisition price, without prejudice to Article 2:387, paragraph 4.
- 2. If these marketable security bonds are included on the balance sheet at redemption value, then the difference between the acquisition price and redemption value shall be disclosed and accounted for as a result spread over the years since acquisition. The difference may also at once be accounted for as a result if the acquisition price was higher than the redemption value.
- 3. [repealed]
- 4. Receivables from loans for which security (collateral) is provided and the other receivables from loans meant in Article 2:430, paragraph 4, under (d) and (e), may be valued as well at redemption value.

Article 2:444 Valuation of technical provisions
- 1. Technical provisions are valued on the basis of principles which are acceptable in the sector of business. In the valuation of technical provisions the basis shall be that the insurance company is able to comply with its – according to standards of reasonableness and fairness foreseeable - obligations arising from insurance contracts. The assessment of the technical provision for life insurance and of the technical provision for outstanding debt-claims for damages to be paid and insurance benefits paid is made by experts who are competent in this respect.
- 2. On behalf of insurance companies as referred to in Article 1:1 of the Financial Supervision Act that do not have a license to conduct the business of an insurer as meant in Article 1:1 of that Act, rules shall be set by Order in Council regarding the valuation of the technical provision for outstanding debt-claims for damages to be paid periodically.

Article 2:444a Reserve for unearned premiums and unexpired risks*
- 1. The reserve (provision) to be held by an insurance company for unearned premiums and unexpired risks, including a catastrophe reserve if it is established, includes:
a. the premiums received during the accounting year in respect of risks related to the next accounting year or years, and;
b. the damage and costs of existing insurance policies that may arise after the end of the accounting year and that cannot be covered by a reserve (provision) relating to unearned premiums together with the premiums to be received in the next accounting year or years.
- 2. The reserve (provision) for unearned premiums is determined separately and prudently for each indemnity insurance. The use of statistical or mathematical methods is permitted if the type of insurance allows so and if these methods, according to expectations, yield the same results as individual calculations.

*) The text was accepted on 4 February 2014, but not yet in force.

*) The text was accepted on 4 February 2014, but not yet in force.

Article 2:444c Reserve for due damages and benefit*
- 1. The reserve (provision) to be held by an insurance company for damages or benefits to be paid, comprises the amount of the damages to be expected, taking into consideration:
a. prior to the balance sheet date arisen damages or obligations for paying out benefits that have been reported but not yet settled, and prior to the balance sheet date arisen damages or obligations for paying out benefits that have not been reported yet;
b. the costs associated with the settlement of damages or benefits, and;
c. the revenues to be expected from subrogation in connection with damages and benefits and from ownership of insured property that is to be acquired.
- 2. Article 2:435a, paragraph 2, shall apply accordingly. In the case of periodical payments of benefits, the valuation shall take place according to acknowledged actuarial methods.
- 3. Discounting of the reserve (provision) for damages or benefits to be paid, other than periodical payments of benefits, is permitted only if the settlement of damages at least lasts four years after the date of the preparation of the annual accounts, and this settlement takes place in accordance with a reliable scheme for settling damages, in which is taken into account also all factors increasing the cost of settlement of damages. If the reserve (provision) for outstanding damages or payable benefits is reduced as a result of discounting of damages to be paid, then the amount of the provision for discounting and the method of discounting are stated in the explanatory notes to the balance sheet.
- 4. In regard of Community co-insurance, the reserve (provision) for damages and benefits to be paid is at least proportionally equal to that which the co-insurer, who acts as first insurer, holds according to rules or standard practices applicable in the Member State from where the first insurance company has entered into its obligations on account of the Community co-insurance.

*) The text was accepted on 4 February 2014, but not yet in force.

Article 2:444d Provision for profit sharing and discounts*
The provision for profit sharing and discounts of an insurance company includes the amounts which in the form of profit sharing are intended for policyholders, insured or persons entitled to benefits, insofar as these have not led to an increase in the provision for life insurance and of the amount that represents a partial repayment of premiums on the basis of the results of the insurance, to the extent that these have not led to an increase of the members account.

*) The text was accepted on 4 February 2014, but not yet in force.

Subsection 2.9.15.6. Special rules for consolidated annual accounts

Article 2:445 Mixed group of (indemnity and life) insurance companies and other companies
- 1. Companies other than insurance companies that are included in the consolidated annual accounts of an insurance company, are accounted for in accordance with the requirements for insurance companies.
- 2. The group company at the head of the group that consolidates the data of a group or a part of a group and that conducts no or hardly any other activity than the pursuit of an insurance business, shall be included in the consolidated annual accounts in accordance with the requirements for insurance companies. This shall apply only if that group company conducts no other activities than the administration (management) and financing of group companies and of participating interests.
- 3. In a consolidated profit and loss account which relates to both, indemnity insurance companies as well as life insurance companies, all income on investments may be included on the non-technical account. In that event the items referred to in Article 2:438, paragraph 1, under (i), (j) and (l), shall be removed from the technical indemnity insurance account as well as from the technical life insurance account, whereas in such event the items referred to in Article 2:438, paragraph 1, under (b) and (c), shall be replaced by an item comprising the income from investments that is allocated to the technical indemnity insurance account, respectively, the technical life insurance account.
- 4. Article 2:407, paragraph 2, does not apply.

Article 2:446 Details for consolidation
- 1. Profits and losses resulting from contracts between companies which are included in the consolidation, need not be eliminated if the contracts are entered into on the basis of market conditions, and rights are arising from these contracts in favour of persons entitled to insurance benefits. The application of this exception is disclosed, as well as the impact thereof on the capital and result, unless that impact is of minor significance.
- 2. The period of three months specified in Article 2:412, paragraph 2, is extended to six months for data in respect of reinsurance that are to be included in the consolidated annual accounts.
- 3. If a foreign insurance company is part of the group, then the technical provisions of this company may be included in the consolidation in agreement with the valuation requirements applicable according to its own law, insofar as that law does not permit derogations from these requirements. The use made of the exception is disclosed in the explanatory notes.
- 4. Paragraph 3 applies accordingly to investments with regard to which the person entitled to the insurance benefit bears the investment risk and with regard to savings bank investments.

Section 2.9.16 Justice

Article 2:447 Request for a revision of financial statements
- 1. Upon the request of the ones who pursuant to Article 2:448 are entitled to make such request, the Enterprise Chamber ('Ondernemingskamer') of the Amsterdam Court of Appeal may order a legal person or partnership as referred to in Article 2:360 to which the present Title (Title 2.9) applies, or an institution issuing marketable securities and having its official seats in the Netherlands as referred to in Article 1, under (b), of the Financial Reporting Supervision Act, or an investment company as referred to in Article 1:1 of the Financial Supervision Act, to arrange its annual accounts, annual report or the other data to be added thereto in accordance with the instructions given by the Enterprise Chamber ('Ondernemingskamer').
- 2. Such a request can be lodged only on the ground that the applicant is of the opinion that the documents meant in paragraph 1 do not meet the requirements set by or pursuant to Article 3 of Regulation ( EC ) 1606/2002 of the European Parliament and the Council of the European Union of July 19, 2002 on the application of international accounting standards ( OJ EC L 243 ), the present Title (Title 2.9) or, respectively, the Financial Supervision Act. The petition shall specify in which respect the documents need to be revised.
- 3. The request does not relate an auditor’s opinion as referred to in Article 2:393, paragraph 5.

Article 2:448 Possible applicants
- 1. Entitled to lodge a request as meant in Article 2:447 are:
a. any interested party, and;
b. the Advocate General at the Amsterdam Court of Appeal in the public interest.
- 2. Entitled to lodge such a request is furthermore the Netherlands Authority for Financial Markets ('AFM') as far as it concerns documents which relate to an institution issuing marketable securities as referred to in Article 1, under (b), of the Financial Reporting Supervision Act, and with due observance of what is provided in Article 4 of that Act.

Article 2:449 Period for lodging the request
- 1. The request meant in Article 2:447 shall be lodged within two months after the date on which the annual accounts have been adopted. If the request referred to in Article 2:447 is made in respect of an institution issuing marketable securities as referred to in Article 1, under (b), of the Financial Reporting Supervision Act, the period meant in the first sentence shall be nine months.
- 2. A request concerning annual accounts which have not been adopted yet, may be lodged until two months or, as far as it concerns an institution issuing marketable securities as referred to in Article 1, under (b), of the Financial Reporting Supervision Act, until nine months after the day on which the annual accounts were deposited or disclosed at the office of the commercial register. When, after the day on which the annual accounts were deposited, these annual accounts are still being adopted, then the period shall end two months or, as far as it concerns an institution issuing marketable securities as referred to in Article 1, under (b), of the Financial Reporting Supervision Act, nine months after the day on which that adoption appears from a deposited statement or from deposited annual accounts.
- 3. If a notice as referred to in Article 3, second paragraph, of the Financial Reporting Supervision Act ('Wet toezicht financiële verslaglegging') has been made generally available, then the period shall end two months after the date as of which that notice has been generally available in the manner required by or pursuant to that Article, yet not sooner than the deadlines specified in paragraph 1 and 2.
- 4. In respect of deficiencies that do not appear from the documents, the period shall end two months or, as far as it concerns an institution issuing marketable securities as referred to in Article 1, under (b), of the Financial Reporting Supervision Act, nine months after the day on which the applicant who lodged the request reasonably could not have been unknown of these deficiencies, but at the latest two years after expiration of the period meant in the previous paragraphs.

Article 2: 450 Proceedings at the Enterprise Chamber
- 1. The Enterprise Chamber ('Ondernemingskamer') shall deal with the request referred to in Article 2:447 with the utmost urgency. The case shall be dealt with in a closed hearing (in camera); the judicial decision shall be pronounced in public.
- 2. When determining the day on which the case shall come on for trial, the Enterprise Chamber ('Ondernemingskamer') shall also set the period in which a written defence may be lodged by the legal person, partnership, institution issuing marketable securities or investment company, meant in Article 2:447, paragraph 1, to which the request relates.
- 3. Without prejudice to paragraph 4 up to and including 8, other interested parties than the legal person, partnership, institution issuing marketable securities or investment company, meant in Article 2:447, paragraph 1, to which the request relates, shall not be called to court and shall not be able to lodge a written defence.
- 4. Where the request is made in respect of an institution issuing marketable securities as referred to in Article 1, under (b), of the Financial Reporting Supervision Act, and the request is not made by the Netherlands Authority for Financial Markets ('AFM'), the Netherlands Authority for Financial Markets ('AFM') is given the opportunity to be heard on the matters listed in the request and, when Article 194 of the Code of Civil Procedure has been applied, to give its opinion on the expert report to the Enterprise Chamber.
- 5. The Enterprise Chamber ('Ondernemingskamer') shall not take a decision until it has given the auditor, who was charged with the audit of the annual accounts, the opportunity to be heard on the matters listed in the request.
- 6. When the request is made in respect of an insurer or bank as referred to in Article 1:1 of the Financial Supervision Act, the Enterprise Chamber ('Ondernemingskamer') shall not take a decision until the Dutch Central Bank ('De Nederlandsche Bank N.V.') has been given the opportunity to be heard on the matters listed in the request.
- 7. When the request is made in respect of an investment firm as referred to in Article 1:1 of the Financial Supervision Act, the Enterprise Chamber ('Ondernemingskamer') shall not take a decision until the Dutch Central Bank ('De Nederlandsche Bank N.V.') and the Netherlands Authority for Financial Markets ('AFM') have been given the opportunity to be heard on the matters listed in the request.
- 8. When the request is made in respect of an investment company as referred to in Article 1:1 of the Financial Supervision Act, the Enterprise Chamber ('Ondernemingskamer') shall not take a decision until the Dutch Central Bank ('De Nederlandsche Bank N.V.') and the Netherlands Authority for Financial Markets ('AFM') have been given the opportunity to be heard on the matters listed in the request.

Article 2:451 Effect when the request is awarded by the Enterprise Chamber
- 1. If the Enterprise Chamber ('Ondernemingskamer') awards the request, it shall give an order to the legal person, partnership, institution or company regarding the way in which the latter has to arrange its annual accounts, annual report or other data. Such court order contains detailed instructions to this point.
- 2. The legal person, partnership, institution or company is obliged to prepare the documents in compliance with the court order rendered, and, as far as it concerns the annual accounts, to pass a resolution in respect of the adoption of these annual accounts.
- 3. The Enterprise Chamber ('Ondernemingskamer') may decide, even of its own motion (ex officio), that its order shall relate only to one or more future documents.
- 4. If the court order concerns the annual accounts to which the request relates, the Enterprise Chamber ('Ondernemingskamer') may nullify the resolution for the adoption of these annual accounts. The Enterprise Chamber ('Ondernemingskamer') may limit the effects of such nullification.
- 5. Upon the request of the legal person, partnership, institution or company, the Enterprise Chamber ('Ondernemingskamer') may withdraw its court order on account of changed circumstances, to the extent that it does not relate to future documents. The Enterprise Chamber ('Ondernemingskamer') shall not take a decision until it has given the person, upon whose request the court order was rendered, the opportunity to be heard.

Article 2:452 Request for a clarification to be made by a securities issuer
- 1. Upon the request of the Netherlands Authority for Financial Markets ('AFM'), the Enterprise Chamber ('Ondernemingskamer') of the Amsterdam Court of Appeal may order an institution issuing marketable securities as referred to in Article 1, under (b), of the Financial Reporting Supervision Act, to provide to the applicant a clarification on the rules for financial reporting, meant in Article 1, under (d) of the Financial Reporting Supervision Act ('Wet toezicht financiële verslaggeving'), which rules are applicable by or pursuant to Article 3 of Regulation (EC) 1606/2002 of the European Parliament and Council of the European Union of 19 July 2002 on the application of international accounting standards (OJ L 243), the present title (Title 2.9) or the articles 5:25c, second, fourth or paragraph, 5.25d, second or fourth to tenth paragraph or Article 5:25f, first paragraph, of the Financial Supervision Act.
- 2. Such request must be reasoned and may be made, with due observance of Article 2 up to and including 4 of the Financial Reporting Supervision Act ('Wet toezicht financiële verslaggeving'), until nine months after:
a. the day on which the documents referred to in Article 1, under (d), sub 1°, 2° and 3°, of the Financial Reporting Supervision Act, are sent to the Netherlands Authority for Financial Markets (AFM) on the basis of Article 5:25o, paragraph 1 and 4, of the Financial Supervision Act;
b. the day on which the documents referred to in Article 1, under (d), sub 4° up to and including 7°, of the Financial Reporting Supervision Act, are sent to the Netherlands Authority for Financial Markets on the basis of Article 5:25m, paragraph 6, of the Financial Supervision Act;
c. the day on which the annual accounts are made public meant in Article 2:394, paragraph 1, if it concerns an institution issuing transferable securities having its official seat in the Netherlands, and of which institution transferable securities are admitted only for trade on a system comparable with a regulated market in a non-EU Member State.
- 3. Article 2:450, paragraph 1 and 2, shall apply accordingly. Other interested parties than the legal person, partnership, institution issuing marketable securities or investment company, meant in Article 2:447, paragraph 1, to which the request relates, are not called to court and are not able to lodge a written defence.
- 4. When the Enterprise Chamber ('Ondernemingskamer') awards the request, it may give an order to the institution issuing marketable securities regarding the way in which the latter has to provide a clarification on the implementation of the requirements meant in paragraph 1. The institution issuing marketable securities is obliged to provide a clarification in compliance with such court order.
- 5. The Enterprise Chamber ('Ondernemingskamer') may decide that the institution issuing marketable securities, when and as long as it does not comply with the before meant court order, shall forfeit a periodic penalty payment, that is set by the Enterprise Chamber ('Ondernemingskamer') and has to be paid to the Netherlands Authority for Financial Markets ('AFM'). In that event Articles 611a to 611i of the Code of Civil Procedure shall apply accordingly.

Article 2:453 Publication of the court order of the Enterprise Chamber; appeal in cassation
- 1. The clerk of the Enterprise Chamber ('Ondernemingskamer') shall deposit a copy of the court order of the Enterprise Chamber ('Ondernemingskamer') for inspection at the commercial register. If the court order concerns an institution issuing marketable securities as referred to in Article 1, under (b), of the Financial Reporting Supervision Act, the clerk of the Enterprise Chamber ('Ondernemingskamer') shall furthermore provide a copy of the court order to the Netherlands Authority for Financial Markets ('AFM'). Copies of court orders which cannot be enforced provisionally, shall be deposited as soon as the relevant court order has become final and binding.
- 2. Entitled to lodge an appeal in cassation against the court order of the Enterprise Chamber ('Ondernemingskamer') are, next to the persons referred to in the first paragraph of Article 426 of the Code of Civil Procedure, the legal person, partnership, institution or company with regard to which the Enterprise Chamber ('Ondernemingskamer') has rendered the court order, regardless whether they have appeared before the Enterprise Chamber ('Ondernemingskamer').

Article 2:454 Order for a public announcement to be made by a foreign securities issuer
- 1. Upon the request of the Netherlands Authority for Financial Markets ('AFM'), the Enterprise Chamber ('Ondernemingskamer') of the Amsterdam Court of Appeal may order an institution issuing marketable securities as referred to in Article 1, onder (b), of the Financial Reporting Supervision Act ('Wet toezicht financiële verslaggeving'), to make an announcement meant in Article 3, paragraph 2, of the Financial Reporting Supervision Act, generally available.
- 2. The Netherlands Authority for Financial Markets (‘AFM’) may submit the request only on the ground that the financial statements referred to in Article 1, under (d), of the Financial Reporting Supervision Act does not meet the rules applicable on the basis of Article 3 of Regulation (EC) 1606/2002 of the European Parliament and Council of the European Union of 19 July 2002 on the application of international Accounting Standards (OJ L 243), the present Title (Title 2.9), or Articles 5:25c, second, fourth or fifth paragraph 5.25d, second or fourth to tenth paragraph, or 5:25v, paragraph 1, of the Financial Supervision Act. The request (petition) shall state to what extent the financial statements referred to in the preceding sentence are inadequate.
- 3. Such request does not relate to the auditor’s opinion as referred to in Article 5:25c, fourth paragraph, of the Financial Supervision Act.
- 4. Such request may be made until nine months after:
a. the day on which the documents referred to in Article 1, under (d), sub 1°, 2° and 3°, of the Financial Reporting Supervision Act (‘Wet toezicht financiële verslaggeving’), are sent to the Netherlands Authority for Financial Markets (AFM) on the basis of Article 5:25o, paragraph 1 and 4, of the Financial Supervision Act;
b. the day on which which the documents referred to in Article 1, under (d), sub 4° up to and including 7°, of the Financial Reporting Supervision Act, are sent to the Netherlands Authority for Financial Markets on the basis of Article 5:25m, paragraph 6, of the Financial Supervision Act;
c. the day on which the annual accounts are made public, meant in Article 2:394, paragraph 1, if it concerns an institution issuing transferable securities having its official seat in the Netherlands, and of which institution transferable securities are admitted only for trade on a system comparable with a regulated market in a non-EU Member State.
Paragraph 3 and 4 of Article 2:449 shall apply accordingly.
- 5. Article 2:450, paragraph 1, 2, 3, 5, 6 and 7, shall apply accordingly to the trial before the Enterprise Chamber ('Ondernemingskamer').


Article 2:455 Content of a court order for a public announcement to be made
- 1. If the Enterprise Chamber ('Ondernemingskamer') awards the request meant in Article 2:454, it shall give an order to the institution issuing marketable securities to explain in a public announcement, to be made within a period set by the Enterprise Chamber ('Ondernemingskamer'):
a. how the provisions referred to Article 2:454, paragraph 2, will be applied in future and to describe the impact thereof on the financial statements, or;
b. which components of its financial statements do not comply with the requirements meant in Article 2:454, paragraph 2, and to describe the impact thereof on the financial statements. The court order contains detailed instructions to this point.
- 2. The institution issuing marketable securities is obliged to make the public announcement in compliance with the court order.
- 3. Upon the request of the institution issuing marketable securities, the Enterprise Chamber ('Ondernemingskamer') may, on account of a change in circumstances, withdraw its court order insofar as it relates to future documents. The Enterprise Chamber ('Ondernemingskamer') shall only take a decision after having heard the Netherlands Authority for Financial Markets ('AFM').
- 4. If the court order relates to an institution issuing marketable securities as referred to in Article 1, under (b), of the Financial Reporting Supervision Act ('Wet toezicht financiële verslaggeving'), that has been formed (incorporated) under the law of another State, then the clerk of the Enterprise Chamber (Ondermingskamer) shall provide a copy of that court order to the Netherlands Authority for Financial Markets ('AFM').
- 5. Articles 2:452, paragraph 5, and 2:453, paragraph 2, shall apply accordingly.