CRXL » Topics » The protective measures included in our articles of association may prevent unfriendly action that might otherwise be in the best interests of our shareholders.

This excerpt taken from the CRXL 20-F filed May 7, 2008.

The protective measures included in our articles of association may prevent unfriendly action that might otherwise be in the best interests of our shareholders.

Our articles of association have, in accordance with the laws of the Netherlands, protective effects. Among other things, our articles of association provide that our Supervisory Board may make binding nominations for the election of its board members, and only a shareholders’ resolution approved by an absolute majority of the votes cast, representing more than one-third of our outstanding shares, can set the nominations aside. Furthermore under Dutch law, we may issue preference shares to a foundation, Stichting Preferente Aandelen Crucell, or the Preferred Foundation, giving it preferred dividend rights and diluting the voting rights held by the holders of the other classes of shares. The Preferred Foundation has an option to acquire a number of preference shares equal to the number of our outstanding shares. The chairman of our Supervisory Board, Jan Oosterveld, and four independent members comprise the board of the

 

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Management Report

Risk Factors

 

Preferred Foundation. These and other provisions in our articles of association may have the effect of delaying, deterring or preventing unfriendly action that might otherwise be in the best interest of our shareholders or offer them the opportunity to sell their ordinary shares or ADSs at a premium over the market price. See ‘Other information’ and ‘Articles of Association and Share Capital’ for additional information regarding the preference shares and our articles of association.

 

This excerpt taken from the CRXL 20-F filed Jun 13, 2007.

The protective measures included in our articles of association may prevent unfriendly action that might otherwise be in the best interests of our shareholders.

Our articles of association have, in accordance with the laws of The Netherlands, protective effects. Among other things, our articles of association provide that our Supervisory Board may make binding nominations for the election of its board members, and only a shareholders’ resolution approved by an absolute majority of the votes cast, representing more than one-third of our outstanding shares, can set the nominations aside. Furthermore under Dutch law, we may issue preference shares to a foundation, Stichting Preferente Aandelen Crucell, or the Preferred Foundation, giving it preferred dividend rights and diluting the voting rights held by the holders of the other classes of shares. The Preferred Foundation has an option to acquire a number of preference shares equal to the number of our outstanding shares. The chairman of our Supervisory Board, Jan Oosterveld, and four independent members comprise the board of the Preferred Foundation.  These and other provisions in our articles of association may have the effect of delaying, deterring or preventing unfriendly action that might otherwise be in the best interest of our shareholders or offer them the opportunity to sell their ordinary shares or ADSs at a premium over the

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EXCERPTS ON THIS PAGE:

20-F
May 7, 2008
20-F
Jun 13, 2007
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