Catom Annual Report 2020 EN

Rights of priority shares:

• Issuance of shares after incorporation can only take place pursuant to a resolution by the meeting of priority shareholders. A resolution to issue shares can only be adopted in a meeting in which all holders priority shares are present or represented, by a majority of three-fourths of the votes cast. • When priority shares are issued, the holders of previously issued priority shares will, subject to due observance of the relevant statutory provisions, have a pre-emption right in proportion to their ownership of priority shares and subject to conditions to be established by the meeting of priority shareholders. Pre-emption rights are not transferable. • The company may only acquire fully paid-up shares in its own capital if authorisation for such acquisition has been granted by the meeting of priority shareholders and all other requirements under the articles of association have been met. • If the holders of priority shares together wish to acquire more shares than the number of shares available to them, the offered shares will be divided among them, as much as possible pro rata to the total number of shares already held by each prospective purchaser. • The number of executive and supervisory directors is determined by the meeting of priority shareholders. The executive and supervisory directors are appointed by the general meeting of shareholders from a binding list of candidates prepared by the meeting of priority shareholders that contains the names of at least two persons for each vacant position. • In the event that one or more executive directors are absent or unable to act, the meeting of priority shareholders may appoint a person as referred to in the previous sentence, who will be temporarily charged with co-management. • Any transfer of shares, whether priority shares or ordinary shares, can only take place after these shares have first been offered to the holders of priority shares.

• The salaries of the executive directors are established by the meeting of priority shareholders.

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