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Stichting Preferente Aandelen Accell Group

Stichting Preferente Aandelen Accell Group, a Dutch foundation with its seat in Heerenveen, aims at protecting the interests of Accell Group NV, hereinafter also referred to as the Company, its associated enterprise, including the enterprises maintained by the companies with which it forms a group and all persons involved therein. In the performance of its task, Stichting Preferente Aandelen Accell Group shall do its utmost to safeguard the interests of Accell Group and its associated enterprise and all persons involved therein, while at the same time doing its utmost to resist any influences that might affect the independence and/or the continuity and/or the identity of the Company and its associated enterprise in violation of those interests.


To protect the continuity of (the strategy of) Accell Group and its stakeholders, Accell Group NV entered into an option agreement with Stichting Preferente Aandelen Accell Group in May 2015. This agreement replaced the previous option agreement dating from December 1998, which was later amended in 2009.


Pursuant to the option agreement, Stichting Preferente Aandelen Accell Group shall have the right to acquire such a number of cumulative preference shares B as is required to make Stichting Preferente Aandelen Accell Group, after the acquisition of said shares, the holder of one half, less one share, of the (increased) issued share capital (following the issue of shares). Stichting Preferente Aandelen Accell Group can exercise this right – partially or entirely up to the aforementioned maximum – if in its opinion the independence and/or the identity and/or the continuity of (the strategy of) the Company, its associated enterprise and all persons involved therein is threatened.


The option can be exercised, among other things, (1) to prevent or delay (the threat of) a public bid on the shares in the share capital of the Company that is deemed hostile, and/or (2) to prevent or oppose an unwanted concentration of voting rights in the General Meeting of Shareholders, and/or (3) to resist any unwanted influence or pressure from shareholders who wish to change the strategy of the Board of Management. In these cases, the issue of cumulative preference shares B enables the Company and the Board of Management and the Supervisory Board to determine their standpoint vis-a-vis the bidder/hostile shareholder and any plans they may have, to investigate alternatives and to defend the interests of the Company and those of its stakeholders.


Within six months after any issue of cumulative preference shares B, the Board of Management shall convene a General Meeting of Shareholders to inform the shareholders regarding the current status and discuss the same with them.


Pursuant to article 2:346 section 1 sub e of the Dutch Civil Code, the Company has granted the Stichting Preferente Aandelen Accell Group the authority to submit a written request to the Enterprise Chamber of the Amsterdam Court of Appeal to initiate an inquiry into the policy and the general affairs of the Company, within the meaning of article 2:345 of the Dutch Civil Code.


In the opinion of the Company and in the opinion of Stichting Preferente Aandelen Accell Group, Stichting Preferente Aandelen Accell Group is independent from the Company within the meaning of article 5:71 section 1 sub c of the Dutch Financial Supervision Act (Wet op het financieel toezicht).


Please be also referred to the website of Stichting Preferente Aandelen Accell Group: 

https://www.stichtingpreferenteaandelenaccellgroup.com