ACT OF AMENDMENT OF THE STATUTE (STICHTING HELLO ZUIDAS)
On December 30, two thousand and eleven, the following appeared before me, Mr. Paul Albert Elisabeth Kerckhoffs, civil-law notary with registered office in Amsterdam: Mr. Jasper Nobel, born in Hei- en Boeicop on March thirty-one, nineteen hundred and seventy-nine, with office address Fred. Roeskestraat 100, 1076 ED Amsterdam.
The person appearing declared the following: The board of the Park Management Zuidas Moves You Foundation, a foundation, with its registered office in Amsterdam and with address: 1013 AA Amsterdam, De Ruyterkade 7 11hg, registered in the trade register under number 34340828 (hereinafter referred to as: foundation) has decided on the nineteenth of December two thousand and eleven to amend the articles of association of the foundation and to adopt them completely again, as well as to authorize the person appearing to have this deed executed. This decision-making is evidenced by a board resolution attached in copy to this deed (Appendix). The articles of association of the foundation were adopted when the foundation was established, by deed executed on the fourteenth of May two thousand and nine before mr. CP Boodt, civil-law notary in Amsterdam. The articles of association of the foundation have not been changed since then. In implementation of the aforementioned resolution to amend the articles of association, the articles of association of the foundation are hereby amended and completely re-established as follows:
Name and seat
1.1 The foundation bears the name: Stichting Hello Zuidas.
1.2 It is located in the municipality of Amsterdam.
2.1 The aim of the foundation is to promote a high-quality and easily accessible living and working location with an international image on the Zuidas, which contributes to the sustainable development of Amsterdam as well as promoting and drawing attention to the general appeal of this location and van Amsterdam and also everything that in the broadest sense is related to, belongs to and / or can be conducive to it.
2.2 The foundation tries to achieve its goal by, among other things:
- organizing a consultation platform for participants and other stakeholders;
- the development and implementation of area management in the broadest sense of the word, in collaboration with the municipality of Amsterdam, aimed at, among other things, a clean, safe and accessible location with a neat layout of the public space and neat street furniture;
- organizing consultations and / or meetings to adequately translate the interests and wishes of stakeholders into concrete wishes with regard to the aforementioned area management;
- the development and implementation of other services for businesses and residents; and
- all other appropriate means.
ORAM Article 3
3.1 Participants of the foundation are companies, institutions and other organizations located on the Zuidas and owners (including owners' associations) or project developers or users of real estate there, and who have been admitted as such by the board of the foundation. Owing to the often complex ownership structures of buildings, investors can also be a participant on the basis of indirect representation. In that case, not the investor but the representative (the asset manager or the property manager / manager) is a participant. For each participant it is registered whether the participation is related to one or more buildings, a participant does not necessarily have to enter with regard to all his buildings. After prior approval by the supervisory board and after consultation with the participants, the board establishes the participation rules, which include the requirements for the admission and continuation of the participation of the foundation. The entrance fee required for joining as a participant will also be determined in the regulations. The participants can be divided into categories for this purpose. The same requirements apply to changes to the participation regulations as to the adoption of the regulations. The participant is in any case considered to be: the association of employers' association Regio Amsterdam (ORAM) registered in the trade register under number 34169371, hereinafter referred to as: ORAM. This participation has been granted to ORAM because it is the initiator of the activities as expressed in the purpose of the foundation and ORAM wants to play a sustainable role to promote the continuity of the activities of the foundation as much as possible. The entrance fee for ORAM is nil.
3.2 With due observance of the relevant participation regulations, the board may also decide to admit companies or institutions from outside the Zuidas.
3.3 Participants have the rights and obligations that appear from these articles of association and the participation regulations of the foundation.
3.4 The quality of the participant ends by cancellation by the participant or cancellation by the board if the participant in question harms the foundation in an unreasonable manner or by cancellation if the participant in question does not fulfill his obligations towards the foundation. Before the board decides to terminate the participation, it informs the supervisory board.
Meeting of participants
4.1 Meetings of unit-holders are held at least two (2) times a year. In addition, meetings of participants are held as often as requested by the board or a number of participants specified in the participation rules (whether or not with due regard for the floor space associated with the participant). The meeting is always convened by the board. The platform function of the participants is further regulated in the participation regulations. In the meeting of participants, each participant has one vote and decisions are taken by a simple majority of votes, unless this is deviated from in the participation rules.
4.2 The meeting is convened in writing by means of letters of notice and / or e-mails addressed to the addresses of the participants as stated in the register of participants, stating the subjects to be discussed. The meeting is convened no later than on the seventh day prior to that of the meeting.
4.3 Meetings of participants are held on the spot to be determined by the board.
4.4 All participants, the board and all members of the supervisory board have access to the meeting of participants. Participants can have themselves represented at the meeting by written, in the opinion of the chairman of the meeting, a proxy, whether or not by a (representative of) another participant. A proxy can represent several participants.
4.5 The meeting of participants itself provides for its chairmanship, and appoints a person who keeps minutes of the proceedings at the meeting. Until that moment, the chair is assumed by the (longest-serving) director or, if he / she is missing, the oldest person present at the meeting in age.
Cash, financial year, annual accounts and budget
5.1 The funds of the foundation are raised by the care of the board from entrance fees, one-off or periodic contributions, subsidies and all other income.
Contributions may be levied from the participants to cover expenses of the foundation; participants can be divided into categories.
5.2 The funds are managed by the board.
5.3 The financial year coincides with the calendar year.
5.4 Within six months after the end of each financial year, the board will draw up an account and account for that financial year, unless this period is extended by a maximum of five months, in accordance with the provisions of article 2: 300 paragraph 1 of the Dutch Civil Code. If the board so decides, the account and accountability are audited by an accountant.
5.5 The annual accounts are adopted by the board only after the prior approval of the supervisory board. By separate resolution, the meeting of the Supervisory Board grants discharge to the management board after adoption for all actions referred to in the financial statements.
5.6 No later than three months before the start of the next financial year, the board shall adopt a budget of income and expenditure for that financial year after approval of the supervisory board.
5.7 The board shall draw up an up-to-date policy plan of one or more years after approval by the supervisory board, which indicates how the objectives of the foundation will be implemented, which policy plan will be revised (each time) when current events so require. The policy plan provides insight into the concrete objectives of the foundation for a number of years. The policy plan contains a program of the activities to be undertaken, a description of the actual activities that will be performed and a description of the intended results of the implementation of the policy.
5.8 The policy plan contains at least a description of:
(i) the activities to be performed by the foundation;
(ii) the manner of fundraising;
(iii) the method of revenue management; and
(iv) how and for what purposes income is spent.
5.9 The participation regulations state how and when the documents referred to in this article can be inspected by the participants after adoption.
6.1 The board of the foundation is formed by one or more directors. The number of places on the board is determined by the supervisory board. If several directors are in office, the provisions on decision-making with regard to the supervisory board apply mutatis mutandis to the manner in which meetings and resolutions of the management board are taken. Only a natural person can be appointed director.
6.2 A director (director) is appointed by the supervisory board.
6.3 With the approval of the Supervisory Board, the board can decide to appoint a permanent representative of a public body or district involved in the Zuidas as an advisor to the board.
6.4 Membership of the board ends by:
a) written resignation (thank you);
c) through the loss of freedom of management of its assets;
d) dismissal by the court under Section 2: 298 of the Dutch Civil Code; or
e) dismissal by the supervisory board.
Board of Directors and Representation
7.1 The authority to represent the foundation belongs to the board. If more directors are appointed, two directors acting jointly are authorized to represent the foundation.
7.2 The board is not authorized to decide to enter into agreements:
A) whereby the foundation binds itself as surety or joint and several debtor;
B) whereby the foundation makes a case for a third party;
C) whereby the foundation undertakes to provide security for the debt of a third party.
7.3 The authority to represent the foundation also belongs to one or more third parties if and insofar as the person concerned has received a power of attorney from the board to do so; said power of attorney must have been granted in writing.
7.4 Without prejudice to the law and the provisions elsewhere in these articles of association, the supervisory board is authorized to subject resolutions of the board to its approval. These decisions must be clearly described and communicated to the board in writing in advance. Approval of the supervisory board is not required for the actions of the board on the basis of the adopted budget and the policy plan of the foundation as referred to in article 5.
Committees and working groups
8.1 The board may decide to establish or discontinue committees and / or working groups to which non-board members can also be appointed. The establishment or dissolution of a committee or working group requires the prior approval of the supervisory board.
8.2 Everything that concerns committees or working groups is regulated by regulations.
9.1 The board may, with the prior consent of the supervisory board, decide to establish or close an office of the foundation.
9.2 Everything that concerns the office of the foundation is regulated by regulations.
10.1 The board can adopt, amend or cancel regulations after the approval of the supervisory board.
10.2 Regulations may not conflict with these articles of association.
11.1 The Supervisory Board of the Foundation consists of a number of at least three natural persons, to be determined by the Supervisory Board. A non-full supervisory board retains its powers.
11.2 ORAM can appoint one member of the Supervisory Board. The other members of the supervisory board are appointed by the supervisory board. Vacancies that have arisen will be filled as soon as possible. When appointing a member of the supervisory board, it is necessary that each member of the board is directly linked to a participant and the board as a whole the composition of the participants of the foundation whose participation is linked to a building on the Zuidas represents. Contrary to the foregoing, one member may, if necessary, be appointed to the supervisory board who has no direct connection with one of the participants. The member of the Supervisory Board appointed by ORAM is considered to be solely associated with ORAM.
11.3 The Supervisory Board appoints a chairman and a vice-chairman from among its members. ORAM or the member of the Supervisory Board appointed by it will appoint itself or another as secretary. If the aforementioned designation is lacking, the Supervisory Board will appoint a secretary from among its members or otherwise.
11.4 A member of the supervisory board resigns:
a) by his death;
b) by resignation;
c) because he is declared bankrupt, applies for suspension of payments or requests application of the debt rescheduling scheme as referred to in the Bankruptcy Act;
d) by his placing under guardianship as well as by a judicial decision instituting administration of one or more of his assets;
e) by his dismissal granted by the supervisory board for important reasons, which can in any case include the termination of the member's relationship with the underlying participant or the termination of the affiliation of the participant concerned or the wish of the participant concerned to dismiss the member;
f) due to the termination of the relationship between the participant and the member of the supervisory board, the participant's written judgment is decisive for this.
Supervisory Board: duties and powers
12.1 The task of the Supervisory Board is to supervise the policy of the Board and the general course of affairs within the Foundation. In fulfilling its task, the supervisory board is guided by the interests of the foundation.
12.2 The Supervisory Board advises the Board. The supervisory board must be enabled to exercise its supervisory task continuously. The board provides the supervisory board with the information necessary for the performance of its duties.
12.3 The Supervisory Board is not obliged to be accountable to the Board for its actions.
Supervisory Board: decision-making
13.1 Meetings of the Supervisory Board are held as often as the chairman of the Supervisory Board or at least two of the other members of the Supervisory Board or the Management Board convene a meeting of the Supervisory Board, but at least two (2) times a year.
13.2 A meeting of the Supervisory Board is convened by the Chairman of the Supervisory Board or at least two of the other members of the Supervisory Board or the Board, or by the secretary of the Supervisory Board on their behalf. of supervision, in writing stating the subjects to be discussed, within a period of at least seven days. If the meeting is not convened in writing, or if subjects are not mentioned in the notice, or if the meeting is convened within a period of less than seven days, a decision is nevertheless possible, provided that the meeting is complete and none of the meetings are held. members of the supervisory board then oppose decision-making.
13.3 Meetings of the Supervisory Board are held on the spot to be determined by the person convening the meeting.
13.4 Access to the meetings is granted to the members of the Supervisory Board as well as those admitted by the members of the Supervisory Board present at the meeting. A member of the supervisory board may be represented at a meeting by a fellow member of the supervisory board authorized by him in writing. In writing is understood to mean by letter, fax or e-mail, or by message that is transmitted via another common means of communication and can be received in writing, provided that the identity of the sender can be established with sufficient certainty. A member of the supervisory board may represent no more than one fellow member of the supervisory board at a meeting.
13.5 Each member of the Supervisory Board has one vote. All resolutions not provided otherwise in these articles of association are passed by an absolute majority of the votes cast. Blank votes and invalid votes are considered not cast. If the votes are tied in the election of persons, then lot will decide; if the votes are tied in another vote, the proposal is rejected.
13.6 All votes will be taken orally. However, the chairman of the supervisory board may determine that the votes are to be cast in writing. In the event of an election of persons, a person present with voting rights may also require that the votes be cast in writing. Written voting takes place by means of unsigned ballot papers.
13.7 The meetings are chaired by the chairman of the supervisory board; in his absence, the meeting itself provides for its leadership. Until that moment, the chairmanship is assumed by the oldest member of the Supervisory Board present at the meeting.
13.8 Minutes shall be drawn up of the proceedings at the meeting by a person designated for this purpose by the chairman of the meeting, which minutes will be adopted at the same or the next meeting and signed by the chairman and the secretary in evidence thereof.
13.9 Resolutions of the Supervisory Board can also be taken outside a meeting, in writing or in another manner, provided that the relevant proposal has been submitted to all members of the Supervisory Board in office and none of them objects to the relevant manner of decision-making. A report will be drawn up by the chairman of the supervisory board or a member of the supervisory board appointed by him or her of a decision outside a meeting that is not passed by the chairman, as well as one of the other members of the supervisory board. signed. Written decision-making takes place by means of written statements from all members of the Supervisory Board in office.
13.10 The Supervisory Board meets together with the Board as often as the Board or the Supervisory Board deems necessary. If the Supervisory Board decides to hold such a joint meeting, the member or members of the board are obliged to attend this joint meeting.
13.11 The further duties and powers of the Supervisory Board will then be established by regulations as referred to in Article 10.
Amendment of the articles of association and dissolution
14.1 With the prior consent of the Supervisory Board and the meeting of participants, the board is authorized to amend the articles of association or to dissolve the foundation; the amendment to the articles of association is recorded in a notarial deed; every board member is authorized to file this.
14.2 The liquidation takes place, unless it has been assigned to third parties by the board, by the board.
14.3 The liquidation balance will accrue to ORAM, or its legal successor under universal title, under the obligation to use this as much as possible in accordance with the purpose of the foundation. If ORAM is unable or unwilling to accept this balance, the Supervisory Board will determine, taking into account the interests of participants and any subsidy providers, the destination of the balance of the liquidation; this destination must correspond as much as possible to the purpose of the foundation.
15.1 As of today, the Supervisory Board will consist of those named at the end of this deed.
15.2 Contrary to the provisions of these articles of association, the first director (director) of the foundation is appointed by this deed.
Final statement. Appointment director. Supervisory Board details
The compant stated, acting as stated, that - Mr Olivier Thomas Otten, born in Haarlem on the 10th of March nineteen hundred and seventy, is hereby appointed director (director) of the foundation. The person appearing further stated, acting as reported, that the board of trustees of the foundation consists of:
1. Mr Douglas Edouard Claude Grobbe, born on the 9th of February nineteen hundred and fifty-two, as Chairman;
2. Mr. Sybrand Jacques Jos Hanrath, born on the twenty-fourth of March nineteen hundred and forty-nine;
3. Mr. Cornelis Huijgh, born on the 11th of September nineteen hundred and seventy-one;
4. Mr. Titus Antonius Maria Berntsen, born on the sixth of October nineteen hundred and fifty-three;
5. Mr Jan Maarten Gerretsen, born on the thirteenth of December nineteen hundred and sixty-five;
6. Mr Paul Erhard Wevers, born on the fourth of August nineteen hundred and fifty-two, as secretary (which appointment is deemed to have been made by ORAM).
The person appearing is known to me, civil-law notary. This deed was executed in Amsterdam on the date stated at the beginning of this deed. The business content of this deed has been reported and explained to the person appearing. The person appearing has stated that he does not appreciate the full reading of the deed, that he has read the contents thereof in good time before executing and agrees to the contents. Immediately after a limited reading, this deed was first signed by the person appearing and then by me, civil-law notary.