Employee Share Plans in Europe and the USA - Sorainen

Employee Share Plans in Europe and the USAThe Netherlandsplans where employees save monies through an account held with a third partybank.1.3 Disclosure: In principle, ongoing disclosure and filing requirements other thanthose resulting from the Prospectus Directive and the Market Abuse Directive donot apply if and to the extent securities are offered to employees and/or directorsin the Netherlands, in accordance with the Prospectus Directive and the DutchFinancial Markets Supervision Act.2. Exchange controlsDutch foreign exchange control rules do not apply specifically to employee shareplans and are unlikely to apply in practice to dealings in connection with anemployee share plan. 53. Financial assistance3.1 Dutch company: A Dutch company (NV or BV) may not provide financialassistance to enable third parties to purchase or to subscribe for shares in itscapital, subject to the following exemptions.• The restrictions do not apply to an NV if the shares are acquired by, or onbehalf of, employees of the NV or its group companies. If that is the case, theNV may also lend money to enable the employees to acquire the shares. 6• A BV may lend money to enable a third party (including an employee) topurchase or subscribe for shares in its capital, but only to the extent that it hasdistributable reserves and provided that (i) its articles of association allowsuch a loan to be made; and (ii) the company maintains a non-distributablereserve for the amount outstanding on such a loan from time to time. (Note56Foreign exchange rules are generally applicable to persons or entities which have been designated bythe Dutch Central Bank as a so-called "reporting entity" under the External Financial Relations Act(Wet financiële betrekkingen buitenland).Furthermore, there is a general exemption from the financial assistance prohibition if such financialassistance consists of providing a loan and provided certain conditions are met. These conditionsinclude, amongst others, that (i) the provisions of the loan must be based on a resolution of the boardof directors (ii) the company's general meeting of shareholders must approve such board resolution (inthe case of a listed NV with a 95% majority of the votes cast at the meeting, in the case of a non-listedNV with a simple majority except where less than 50% of the issued capital is represented at themeeting in which case a two-third majority applies) (iii) the company must maintain a non-distributablereserve for the amount outstanding on such a loan from time to time and (iv) the loan, the interest rateand any security or collateral must be agreed on reasonable market conditions. A separate exemptionfrom the financial assistance prohibition is available for authorised banks that act in the ordinary courseof business.UK/1729295/03 138 September 2010