Delegation to the Board of Directors of the powers to issue, and grant rights to subscribe for, shares in the capital of the Company and to restrict or exclude pre-emptive rights accruing in connection with such issue of shares or grant of rights to subscribe for shares (Voting Item)In view of the proposed issuance of the Tranche Warrants, the Notes, the Warrants and the underlying shares under the Issuance Agreement, it is proposed to delegate to the Board of Directors, subject to the Restructuring Plan Approvalhas become final and binding (in kracht van gewijsde) (the Final Restructuring Plan Approval), (a) the powers to issue, and grant rights to subscribe for, such number of shares as may be required as a result of the issuance of the 3,500 Tranche Warrants and the subsequent conversion of Notes and exercise of Warrants, all in accordance with the terms of the Bridge Note Agreement and the Issuance Agreement, representing a maximum aggregate nominal amount of EUR 70,000,000 (corresponding to 7,000,000,000 shares in the share capital of the Company based on a share nominal value of EUR 0.01) whereby it is noted that the number of shares to be issued under this authorization shall always be determined with due observanceof the authorized share capital of the Company at the time of the issuance;and(b) the power to restrict or exclude the pre-emptive rights in connection with such issuance or grant of rights for shares. The proposed delegation will be valid fora maximum period of five years.Reference is made to the main terms and conditions of the Tranche Warrants, Notes and Warrants as summarised in Annex 1and in particular to the terms of the conversion and exercise of the Notes and Warrants, respectively. The conversion price of the Notes will depend on the share price of the Company during the period immediately prior to the relevant conversion of Notes in shares of the Company. The exercise price of the Warrants will depend on the future share price of the Company during the period immediately prior to their respective issuance. The Company does not know, as at the date of the EGM, the exact number of Warrantsthat will be issued along with Notes upon exercise of the Tranche Warrants or how many shares will need to be issued in connection with any conversions of Notes or exercises of Warrants. It is for that reason that the Board of Directors now proposes a delegation of powers that is linked to the terms of the Issuance Agreement and provides for the requisite flexibility.
6.Proposal to reduce the share capital with EUR 15,750,000 by means of reducing the nominal value of the shares from EUR 0.10 to EUR 0.01 per share (Voting Item) It is proposed by the Board of Directors, subject to the Final Restructuring Plan Approval, to reduce issued and outstanding share capital of the Company with EUR 15,750,000 from EUR 17,500,000 to EUR 1,750,000 in accordance with article 2:99 Dutch Civil Code (DCC). The capital reduction will be effected by amending the articles of association of the Company (the Articles) as set out in agenda item 7 whereby the nominal value per share of the Company will be reduced from EUR 0.10 to a nominal value of EUR 0.01, without any repayment to shareholders (the Capital Reduction). The Capital Reduction will be made by the Company on account of losses incurred, whereby its share capital will be reduced to an amount which is not less than its net assets,in accordance with article2:100(6) DCC.The Capital Reduction is required in order to be able to issue new shares as contemplated in the Issuance Agreement.