Public Takeover Bid Directive

Original Language Title: Uitvoeringswet richtlijn openbaar overnamebod

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Act of 24 May 2007 implementing Directive No 2004 /25/EC of the European Parliament and of the Council of the European Union of 21 April 2004 relating to takeover bids

We Beatrix, at the grace of God, Queen of the Netherlands, Princess of Orange-Nassau, etc. etc. etc.

All of them, who will see or hear these, saluut! do know:

In this regard, we have taken into account the need for the 1995 and Civil Code Supervision Act to be amended to implement the provisions of the Treaty on European Union and the Commission. Directive No 2004 /25/EC of the European Parliament and of the Council of the European Union of 21 April 2004 on takeover bids (Pb EU L 142) and it is further desirable that a public bid for shares may lead to the offeror to the offeror over appointment and dismissal of directors and directors of the offeree company;

In this way, we, the Council of State, and with the mean consultations of the States-General, have been well-regarded and understood to be right and to be understood by the following:


Article I

No other versions Save Relationships (...) (External Link) Permanent Link [ Red: Amendments to the Financial Supervision Act.]

Article II

No other versions Save Relationships (...) (External Link) Permanent Link [ Red: Modid the Civil Code Book 2.]

Article III

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Article 359b (1) (c) and (d) of Book 2 of the Civil Code shall not apply to agreements between shareholders which were concluded before 20 May 2004.


Article IV

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Where a target company has a seat in another Member State and the securities it has issued for 20 May 2006 are simultaneously admitted to trading on both a securities exchange recognised under Article 22 and one in an exchange of securities issued in accordance with Article 22 of the Treaty, Other Member State and the publicly authorised stock exchange not situated in the Member State in which the offeree company has its registered office, our Minister shall agree with the supervisory authority in that Member State no later than 17 June 2006 whether our Minister or that supervisory authority is competent to issue a bid notice as intended in Article 6a, second paragraph, of the Securities Control Act 1995 (i) approve. Our Minister makes this agreement public. If our Minister and the Supervisory Authority fail to reach agreement, the offeree company shall, on the first trading day following the date of 17 June 2006, make its choice of either our Minister or the supervisory authority in respect of the public acceptance of a bid message.


Article V

No other versions Save Relationships (...) (External Link) Permanent Link [ Red: Change the Law on Economic Crimes.]

Article VI

No other versions Save Relationships (...) (External Link) Permanent Link [ Red: Amendments to the Financial Supervision Act.]

Article VII

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Article VIIa

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Article VIIb

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Article VIII

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If Our Minister, On The Basis Of Article 7: 1 of the Law on Financial Supervision once again established the numbering of that law, he brings to the Staatsblad the citation of articles of the law in the Official Journal. Law on financial supervision in accordance with the new numbering.


Article VIIIa

No other versions Save Relationships (...) (External Link) Permanent Link [ Red: Amendments to the Securities Control Act 1995.]

Article IX

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This Law shall enter into force on a date to be determined by Royal Decree.

Burdens and orders that it will be placed in the Official Gazette, and that all ministries, authorities, colleges and officials who so concern will keep their hands on the precise execution.

Given at The Hague, 24 May 2007

Beatrix

The Minister of Justice,

E. M. H. Hirsch Ballin

The Minister of Finance,

W. J. Bos

The Minister for Economic Affairs,

M. J. A. van der Hoeven

The Minister for Social Affairs and Employment,

J. P. H. Donner

Published on the 12th of June 2007

The Minister of Justice,

E. M. H. Hirsch Ballin