5. Conditional amendment of the Articles of Association as per delisting of the shares in the capital of NIBC Holding
In relation to the Offer, Blackstone and NIBC Holding have agreed that as per delisting, changes are to be made to the corporate governance structure of NIBC Holding as included in the Articles of Association, in accordance with the proposal referred to below.
In this respect, the Managing Board proposes, with the prior approval of the Supervisory Board, to the General Meeting to resolve to amend the Articles of Association as per delisting of the shares, in order to reflect, inter alia, the following amendments, delete and amend all references to Euroclear Netherlands and the Statutory Giro System; (ii) delete references to the registration/record date and amend the convocation period for general meetings to 15 days; and (iii) delete the requirement to post the profile of the Supervisory Board members on NIBC's website.
A draft of the proposal to amend the articles of association showing the changes made to the current Articles of Association, will be made available as a separate document and will be placed on NIBC Holding’s website.
The proposed amendments to the Articles of Association as per delisting are also included in the Offer Document. The aforementioned proposal to resolve to amend the Articles of Association includes a proposal to authorize each member of the Managing Board, as well as each (deputy) civil law notary and paralegal employed by Clifford Chance LLP in Amsterdam, The Netherlands, to execute such notarial deed of amendment to the Articles of Association and to undertake all other activities that the holder of the power of attorney deems necessary or useful in connection therewith.
6. Conditional changes to the Supervisory Board
NIBC Holding and Blackstone have agreed that if the Offer is declared unconditional, changes are to be made in the corporate governance structure of NIBC Holding. One of these changes concerns the composition of the Supervisory Board. Subject to the conditions precedent that the Offer is declared unconditional and that Settlement has taken place, the Supervisory Board will continue to exist of seven members, whereby four members shall qualify as independent within the meaning of the Dutch Corporate Governance Code. In view of the agreement between NIBC Holding and Blackstone in connection with the Offer, two persons identified by the Offeror will be nominated for appointment as Supervisory Board members at this general meeting. One additional person will be nominated for appointment as Supervisory Board member at a later stage.
Mr J.C. Flowers, Mr. M. Christner and Mr. R.L. Carrion will voluntarily step down as members of the Supervisory Board effective as per the Settlement Date. Their resignations are subject to the conditions precedent that the Offer is declared unconditional and that Settlement has taken place. The remaining current members of the Supervisory Board, Mr. D.M. Sluimers (chairman), Ms. A.G.Z. Kemna (vice-chair), Ms. S.M. Zijderveld and Mr. J.J.M. Kremers, will remain on the Supervisory Board and will be regarded as independent within the meaning of the Dutch Corporate Governance Code.
In view of the agreement between NIBC Holding and Blackstone in connection with the Offer and the voluntary resignation of three members of the Supervisory Board, two persons identified by the Offeror will
be nominated for appointment as Supervisory Board members and one additional person will be nominated at a later stage. It is proposed, subject to the conditions precedent that the Offer is declared unconditional and that Settlement has taken place, to resolve upon the appointment effective as per the Settlement Date of Mr. Q. Abbas and Mr. N. El Gabbani as members of the Supervisory Board, both of them nominated by the Offeror. The process for the identification of the seventh member of the Supervisory Board has commenced and further announcements will be made in due course.
The above nominations have been made taking into account the limitation of positions prescribed by article 2:142a of the DCC.
The term of appointment of Mr. Q. Abbas and Mr. N. El Gabbani will end immediately after the first general meeting to be held after a period of four years, which period starts on the Settlement Date.
The Curricula Vitae of the persons nominated for appointment as members of the Supervisory Board and the Supervisory Board’s reasons for the nominations can be found in Annex 1 attached hereto.