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Articles of Association

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Title:

Articles of Association

Entities:

ABN AMRO Bank N.V.; Thomas Alexander Holland

Date:

2003

Size:

Preview shows 12KB of 43KB total

Price:

$39

ID:

#220908

► Corporate ► Bus. Formation ► Association ► Europe ► Dutch Articles of Association
► Financial ► Money Center Banks

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Articles of Association of ABN AMRO Bank N.V. Name, registered office and structural regime Article 1 1. The company bears the name: ABN AMRO Bank N.V.
It has its registered office in Amsterdam. 2. The company will be subject to sections 158 to 164, inclusive, of Book 2 of the Netherlands Civil Code. 3. The company was founded by Royal Decree No. 163 of 29 March 1824 and incorporated by deed of 7 February 1825 executed at The Hague before Thomas Alexander Holland, notary public in the province of Zuid-Holland with residence at The Hague. Object
Article 2
The object of the company is: 1. To engage in banking and stockbroking, to administer the assets of third parties, to act as trustee, administrator and executor of wills and as a member of the managing or supervisory boards or liquidator of companies or other organisations, to provide insurance services and to engage in all transactions, activities and services which may relate or be conducive thereto, all in the widest sense. 2. To participate in, co-operate with, finance, administer and manage other enterprises and companies and to engage in all transactions, activities and services which may relate or be conducive to the above; 3. In particular to continue the business carried on separately by Algemene Bank Nederland N.V. and the Amsterdam-Rotterdam Bank N.V. until September 22nd 1991. 4. To foster the direct and indirect interests of all involved in the company, in whatever way, and to safeguard the continuity of the company and of the enterprise(s) associated therewith. Capital and shares
Article 3 1. The authorised capital of the company is one milliard three hundred and fifty million thirteenthousand ninehundred fifty euro (? 1,350,013,950.--), divided into: a. thirty-one (31) priority shares of fourhundred and fifty euro (? 450.--) each; b. twenty million (20,000,000) convertible preference shares, hereinafter also called preference shares, of four euro and fifty eurocent (? 4.50) each; and c. two hundred eighty million (280,000,000) ordinary shares of four euro and fifty eurocent (? 4.50) each. 2. Where reference is made in these Articles of Association to ?shares? or ?shareholders?, this shall be understood to mean all classes of shares or the holders thereof, unless it is expressly stated or is apparent from the context that this is not implied. Shares
Article 4 1. The ordinary and the preference shares shall be registered or made out to bearer. The

priority shares shall be registered shares. 2. Each class and series of shares shall be numbered separately. 3. If more than one person has title to a share or if a share forms part of an undivided community of property, the beneficiaries may only be represented with respect to the company by one person appointed by them in writing for that purpose. Registers
Article 5 1. The Managing Board shall keep a separate register of the holders of each class of registered shares, in which such entries and annotations will be made, from which such extracts will be issued and which will be held open for inspection by such persons in accordance with such procedures as the law prescribes. 2. Each holder of registered shares and holder of a right of usufruct or lien in respect of these shares shall be obliged to notify the Managing Board in writing of his address and any change therein. 3. All entries and annotations in the registers shall be signed by two members of the Managing Board, by one member of the Managing Board and a signatory specifically authorised by that Board or by two authorised signatories. 4. The registers referred to in this article may consist of different parts; more than one copy may be made of some or all of them and they may be kept at more than one place. At least one copy thereof shall be kept at all times at the offices of the company in the place where it has its registered office and shall be kept open for inspection there as required by law. Share certificates
Article 6 1. All ordinary shares and all bearer preference shares may be evidenced by one share certificate. No shares certificates shall be issued for registered shares. 2. The share certificates shall be signed by two members of the Managing Board or by one member of that Board and a signatory specifically authorised by the Managing Board. All signatures may be made in facsimile. 3. To distinguish between the share certificates, they shall be provided with a number or with one or more letters and a number. The way in which this is to be done and the form and content of the share certificates shall be determined by the Managing Board in consultation with the Supervisory Board. 4. Multiple share certificates may be issued for one or more numbers of shares, as determined by the Managing Board, and these certificates may, at the request of the owner, be divided into single share certificates. The company shall make no charge for such issue and division. 5. At the shareholder?s option, the share certificates shall be provided either with a talon and a dividend sheet consisting of separate dividend coupons (K certificates) or a simplified dividend sheet which does not contain a set of dividend coupons and a talon (CF certificates). Share certificates with talon and dividend coupons may be exchanged free of charge at any time for share certificates with a simplified dividend sheet and vice-versa. 6. The issue of share certificates with a simplified dividend sheet shall be governed by

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