RIGHTS OF MINORITY SHAREHOLDERS INTHE NETHERLANDS An overview of minority rights 3.1 Overview of the thresholds for minority shareholders rights (p minority rights) Scattered throughout book 2 of the Civil Code there are several different thresholds or m inority shareholders to qualify fora right. The most im portant positive m inority shareholders rights are listed below, including the num berof shares the shareholder has to hold in order to be able to exercise the correspondingright 3.2 A single share The following rights attached to a single share are minority rights Section 2: 222(112) The right to convene a general meeting of shareholders when those who are authorised under section 2: 219(109)or thearticles have failed to do so but only after authorisation by the President of the District Court. Section 2: 222(112) Is an example of a normalising m inority right(see no 5) Section 2: 343 The right to demand in court that one s shares will be acquired by other shareholders when one s rights or interests are prejudiced by the conduct of one or more co-shareholders to such an extent that the continuation of the shareholding can no longer reasonably be expectedofone Sections 999-1002 Code of Civil Procedure The right to request the company to alter the annual accounts and annual report and to bring them into line with a legal Injunction. These sections are also an example of a normalising minority right(see 3.3 5%ofthe issued capital Section 2: 33/ The right to prevent a transferee company resolving to merge by a resolution of the board of directors Under nomal circumstances a company merges by resolution of its general meeting of shareholders(section 2: 317 subsection 1) However, the law makes an exception to this rule for the transferee company on the grounds that for such company a merger can possibly be of little importanceand does not substantally affect the position of the shareholders. If the articles do not prevent this, and if the company has sta ted its intention to do so in the published notice of the deposit of the merger proposal, a merger by a resolution of the board of directors is possible. However, subsection 3 enables a group that represents at least 5%of the ssued capital to prevent this by requesting the board of directors to convene a general meeting of shareholders to decide on the merger within one month after such Section 2: 334ff The right to prevent the transferee company resolving upon the division by a resolution of the board of directors. This right is comparable with the right to prevent a the company resolving to merge by a resolution of the board of directorsRIGHTS OF MINORITY SHAREHOLDERS IN THE NETHERLANDS 7 shareholders. 3 An overview of minority rights 3.1 Overview of the thresholds for minority shareholders rights (positive minority rights) Scattered throughout Book 2 of the Civil Code, there are several different thresholds for minority shareholders to qualify for a right. The most important positive minority shareholders rights are listed below, including the number of shares the shareholder has to hold in order to be able to exercise the corresponding right. 3.2 A single share The following rights attached to a single share are minority rights. Section 2:222(112) The right to convene a general meeting of shareholders when those who are authorised under section 2:219(109) or the articles have failed to do so, but only after authorisation by the President of the District Court. Section 2:222(112) is an example of a normalising minority right (see no. 5). Section 2:343 The right to demand in court that one s shares will be acquired by other shareholders when one s rights or interests are prejudiced by the conduct of one or more co-shareholders to such an extent that the continuation of the shareholding can no longer reasonably be expected of one. Sections 999-1002 Code of Civil Procedure The right to request the company to alter the annual accounts and annual report and to bring them into line with a legal injunction. These sections are also an example of a normalising minority right (see no. 5). 3.3 5% of the issued capital Section 2:331 The right to prevent a transferee company resolving to merge by a resolution of the board of directors. Under normal circumstances a company merges by resolution of its general meeting of shareholders (section 2:317 subsection 1). However, the law makes an exception to this rule for the transferee company on the grounds that for such company a merger can possibly be of little importance and does not substantially affect the position of the shareholders. If the articles do not prevent this, and if the company has stated its intention to do so in the published notice of the deposit of the merger proposal, a merger by a resolution of the board of directors is possible. However, subsection 3 enables a group that represents a t least 5% of the issued capital to prevent this by requesting the board of directors to convene a general meeting of shareholders to decide on the merger within one month after such publication. Section 2:334ff The right to prevent the transferee company resolving upon the division by a resolution of the board of directors. This right is comparable with the right to prevent a the company resolving to merge by a resolution of the board of directors