Stichting Agreement

The stichting is the rightful owner of the shares and, in this regard, will (i) exercise the voting rights and other rights of the shareholders with respect to the shares and (ii) withdraw all distributions relating to the shares. The authority must exercise these rights in accordance with the statutes of the authority and the document governing the relationship between the holders of the public limited company and the reference point (the management conditions). Therefore, the stichting will be able to exercise control of the company by exercising its shareholder rights, such as. Β voting rights. If the governing documents cause the sting association to exercise the right to vote in accordance with the instructions of the holders of the security securities, the board of directors must do so at all times. However, the administrative conditions may also provide that the sting committee (e.g.) may exercise voting rights at its discretion (at any time or as a result of certain triggering events), so that the voting rights related to the underlying shares (and/or economic rights) may be withdrawn from the holder of the share rights for any period. If properly structured, the powers conferred on the sting chamber cannot be successfully challenged in court (the Tribunal respects the independent legal personality and capacity of the sting under and in accordance with its governing documents). The appropriate composition of the Stichting`s Board of Directors is therefore of great importance. As a rule, in family businesses, the founder of the company (always) controls the voting rights at the general meeting of the company by a board of directors, usually by the control of the board of directors of this foundation or by a seat on this board of directors, while (other) family members receive receipts for shares granting them economic rights. Most key shareholder decisions (e.g. B the appointment of members of the board of directors or the amendment of the articles of association) may be subject, on request, to the prior agreement of a meeting of the holders of preferred shares.

In this case, a structure could be set up so that the priority shares are held by an independent engraving. If so, the purpose of stichting is generally to serve the interests of the company concerned and all its stakeholders (including employees, customers, suppliers, etc.). As a result, the introduction of a priority share structure, even if it is not a strict anti-opaque scheme, can strongly discourage hostile acquisition activities, since, in the absence of an agreement with the holder of priority shares, the existence of preferred shares can significantly affect a bidder`s ability to take full control of the company within a foreseeable period of time (in particular if the duquiror is likely to affect the cooperation the deadline for the organisation of the planned change of Management Board]. .