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Result appropriation in accordance with the statutes

Article 24 of the company statutes states the following regarding the appropriation of profit.

Article 24.

  1. In addition to several other reserves, the company can keep a general reserve, a share premium reserve A, a share premium reserve B, a dividend reserve A, and a dividend reserve B in its books. The respective rights to these reserves go to owners of shares A and shares B, pro rata to the number and type of shares they own.
  2. Payments to shares A and shares B that exceed the nominal value of those shares are added to the share premium reserve concerned.
  3. Without prejudice to that determined elsewhere in this article, the distributable profit is freely at the disposal of the general meeting for the payment of dividend, reservations or other such purposes within the company’s goal as determined by the general meeting.
  4. The general meeting can determine, with the prior approval of the owners of shares of the type concerned, to not pay profit on those shares but to reserve that part of the profit and add it to the dividend reserve A or B respectively. Payment against dividend reserve A or B respectively can only be made to the owners of the type of shares concerned if the general meeting determines as such after prior approval by a meeting of those owners.
  5. Without prejudice to that determined elsewhere in this article, if the general meeting decides to reserve profit or pay dividend on all shares regardless of the type, equal amounts of the profit will be reserved or paid as dividend.
  6. The company can only make payments to shareholders and other parties that have a right to the payable profits insofar as the shareholder capital is larger than the paid and requested part of the capital increased by the reserves that must be applied in accordance with the law or statutes. The shares kept in the capital of the company are not included in the calculation of the appropriation of profit.
  7. Appropriation of profit will occur after the determination and approval of the annual accounts which show that payment is permissible.
  8. The general meeting is authorised to determine payments on one or multiple interim dividends, with due regard to point seven.
  9. Unless the general meeting determines another date, dividends are payable immediately after determination.
  10. The right to claim for payment of dividend lapses after a period of five years.

Reference to the audit statement by the independent accountant

To: the shareholders and Supervisory Board of RAI Holding B.V.

RAI Holding B.V. prepares it’s annual Financial Statements in the Dutch language. In order to be able to distribute the Financial Statements to international stakeholders, management has decided to prepare an exact translation into the English language of the 2018 Financial Statements.

The 2018 Financial Statements as prepared by management, were finalized and approved by the Supervisory Board of RAI Holding B.V. on March 26, 2019. On that same date, Deloitte Accountants B.V. issued an unqualified independent auditor’s report on these financial statements.

Deloitte Accountants B.V.
C.A.M. Renne RA