Repurchase of shares

Wessanen may repurchase its own shares, subject to certain provisions of Dutch law and the Articles of Association.

Wessanen may not repurchase its own shares if
(i) the payment required to make the repurchase would reduce shareholders’ equity to an amount less than the sum of paid-in and called portions of the share capital and any reserves required by law or our Articles of Association or
(ii) Wessanen and its subsidiaries would thereafter hold shares with an aggregate nominal value equal to more than 10% of the issued share capital.

Shares owned by Wessanen may not be voted. Any repurchase of shares that are not fully paid-up is null and void.
A repurchase of shares may be effected by the Executive Board if the Executive Board has been so authorised by the General Meeting of Shareholders, which authorisation may not be granted for a period of more than 18 months.

Most recently, the General Meeting of Shareholders granted this authorisation until 17 October 2016 by resolution dated 16 April 2015.