Administration conditions STAK
"ADMINISTRATION CONDITIONS STAK INSIEME"
ADMINISTRATIVE CONDITIONS
Today, the twenty-first of March, two thousand twenty-four, appeared before me, Mr. Rob Willem Boudewijn Timmers, notary in Lisse:
Ms. Daphne Houwaart, employed at the Timmers notary office at Heereweg 21 in Lisse, born in Leiden on the sixteenth of April, nineteen seventy-nine, acting as the sole director of the foundation established in Teylingen and having its office at Kagerweide 9, 2172 HT Sassenheim, referred to as: STICHTING ADMINISTRATIEKANTOOR INSIEME, and representing said foundation validly.
The existence of the aforementioned power of attorney granted to the appearing person is evidenced by a private deed, which is attached to the deed of incorporation also executed before me, the notary, today.
1. INTRODUCTION
The appearing person, acting as reported, declared beforehand:
1. The board of the foundation has decided in its meeting today to include the administrative conditions regarding the property to be acquired in a notarial deed.
2. The appearing person has been granted power of attorney to include the thus established administrative conditions in a notarial deed.
3. The minutes of the meeting in which the decision to establish was made are attached to this deed.
2. EXECUTION
In execution of the aforementioned decision, the appearing person declared that the said administrative conditions are as follows:
ADMINISTRATIVE CONDITIONS
Definitions
Article 1
a. "the foundation": Foundation Administration Office INSIEME;
b. "the board": the board of the foundation;
c. "the assets": all current and future assets and liabilities of the foundation;
d. "the certificates": the registered certificates issued by the foundation.
e. "the Platform": an electronic application for registering the certificates.
Assets and certificates
Article 2
1. The assets are, solely for the purpose of management, owned by the foundation and as such the foundation, in accordance with the provisions in its charter and these administrative conditions, may perform all acts of management and disposal with respect to the assets, but it is not authorized to alienate or encumber, notwithstanding what is determined in these administrative conditions and the charter of the foundation.
2. The foundation may issue certificates. Each certificate entitles to an undivided share in the entire assets of the foundation.
The undivided share per certificate equals one divided by the number of fully paid-up certificates. Certificates held by the foundation itself are not counted.
The foundation is authorized to issue certificates at a later date under conditions to be determined then.
3. Certificates are always registered and are numbered and possibly marked with a letter in the manner to be determined by the board. Certificate proofs are not issued.
Register of certificate holders
Article 3
1. The board maintains a register that includes the names and addresses of all holders of certificates. The register is kept up to date regularly.
The Board may, in accordance with what is stipulated in Article 4, additionally establish an electronic application (the Platform) for maintaining the registration of certificates.
In the event of the transfer of certificates, changes to the register only occur if the conditions of Article 5 are met.
2. The register also includes the names and addresses of those who have a usufruct or pledge right on certificates.
3. Upon registration of a right of usufruct or a pledge right, the beneficiaries must inform the foundation to whom the meeting and voting rights associated with the certificates are entitled and to whom the distributions on the relevant certificates should be made. These details are also included in the register.
4. Every person registered in the register is required to ensure that his address is known to the foundation.
In the absence of a written address or if a given address has become invalid without a new address being provided, the foundation is irrevocably authorized to receive notifications and summons on behalf of a certificate holder.
5. Upon request, the board provides every person registered in the register with a free excerpt from the register concerning their right to a certificate. If there is a right of usufruct or a pledge right on the certificate, the excerpt also includes the information referred to in paragraph 3.
6. The board makes the register available for inspection at the foundation's office by the holders of certificates, as well as the aforementioned usufructuaries and pledgees. The inspection is limited to their own certificate.
7. Towards a certificate holder, the administration maintained by the foundation regarding claims under these administrative conditions constitutes full proof, except for counter-evidence provided by the certificate holder.
8. If certificates or limited rights thereon belong to a community, the co-owners can only exercise the rights arising from the certificates against the foundation if they are represented by a person designated in writing to the foundation.
Platform
Article 4
1. The board may decide to use an electronic application (the Platform) for the registration of certificates in the name of holders.
2. The foundation will maintain an account on the Platform for certificate holders. From the moment of creating the account until its termination, the following members of this article will apply.
3. Where these administrative conditions mention 'in writing', this also includes choices, messages, or notifications on the Platform, provided they meet the requirements set by Dutch law.
4. The board can establish a regulation that governs how the Platform supports the operations within the foundation. This regulation will, among other things, determine how a certificate relates to the unit of account used within the Platform. This regulation must be accessible to every certificate holder.
5. Requests for a certificate, as well as the application for the transfer of a certificate, are only possible for (legal) persons registered on the Platform.
6. As long as a certificate holder is not registered on the Platform in relation to the foundation, the right to profit distributions, as well as the voting right within the meeting of certificate holders, is suspended. The foregoing applies accordingly if a certificate holder has not yet fully met their financial obligation, such as the obligation to fully pay up the certificate.
7. Transfers of certificates registered via the Platform will be included in the register of certificate holders. The transfer of certificates, as well as any voting, can take place via the Platform, provided the identity and intention of the parties can be established, in accordance with the conditions set by Dutch law and the provisions in the statutes and these administrative conditions.
Transfer
Article 5
1. In the event of the transfer of certificates, the rights associated with the certificates can only be exercised by the acquirer if a transfer deed has been submitted to the board, and the provisions of Article 6 have been complied with at that transfer.
2. The transfer deed may be drawn up in a private form.
3. By accepting certificates, the new certificate holder is deemed to have accepted all current and future obligations under the administrative conditions as they are now or may be in the future.
Lock-Up Agreement
Article 6
1. The certificates are freely transferable subject to the provisions of Article 4 (paragraphs 6 and 7) and this article, unless the provisions of this article apply.
2. For the purposes of Articles 6 and 7, rights to take certificates are equated with certificates.
3. The founders have the right at all times to acquire the offered certificates first.
4. The transfer to the founders must take place within three months after the offer, failing which the offeror must then offer the certificates to the other certificate holders. The board enables the other certificate holders to respond to the offered certificates. If not all certificates are sold within one month after the board's notice, the offeror is free to offer the certificates to third parties.
5. The price of the certificates equals the nominal value of a certificate at issuance plus an annual return of two percent (2%).
Founders' Right to Purchase
Article 7
1. The founders of the foundation have the right every five years after the issuance of the first certificates to buy back all or a number of certificates determined by the founders.
2. Any certificate holder may notify the board if they wish to offer their certificates for sale to the founders.
3. If the founders wish to acquire more certificates than are offered based on the provisions in paragraph 2, the other certificate holders are obliged to offer their certificates for sale proportionally. A certificate holder is obliged to transfer certificates to the founders.
4. The founders are required to buy the certificates at the price mentioned in Article 6 paragraph 5.
5. The allocated certificates must be transferred within thirty working days against simultaneous payment of the due purchase price.
Distribution to Certificate Holders
Article 8
1. The foundation will collect any proceeds from its assets and, upon receipt, promptly make a corresponding distribution available to the certificate holders, after deducting the costs to be incurred by the foundation.
In deviation from the above, the board is authorized, in case the foundation acquires real estate, to reserve a part of the proceeds for the (future) payment of costs, maintenance, financing charges, or to cover any shortages due to (partial) vacancies of the property.
2. The rights to a distribution from the foundation based on the certificates expire five years after the distribution has become payable.
Decertification
Article 9
Only the board of the foundation can decide on complete or partial decertification.
Certificate holders cannot demand decertification, unless the foundation is dissolved.
Amendment
Article 10
1. The provisions of these administrative conditions may be amended by the board of the foundation in the same manner as provided for amendments to the foundation's statutes. The amendment becomes effective and applies to the foundation and all certificate holders by being recorded in a notarial deed. Each director individually is authorized to execute the relevant deed.
2. The board shall immediately notify in writing every person registered in the register of certificate holders of any changes to the foundation's statutes and these administrative conditions.
Meeting of Certificate Holders
Article 11
The provisions of Article 10 of the foundation's statutes apply to meetings of the certificate holders.
Choice of Law
Article 12
The administrative conditions are governed by Dutch law.
Disputes
Article 13
All disputes that may arise from the administrative conditions, with the exception of disputes concerning the value of the foundation's assets or the value of the certificates, shall initially be settled by the competent court of The Hague District Court.
Final Provisions
Article 14
In addition to these administrative conditions, the statutes are part of the legal relationship between the foundation and the certificate holders.
OF WHICH DEED,
is executed in Lisse on the date mentioned at the beginning of this deed.
The appearing person is known to me, the notary. The substance of the deed has been communicated and explained to the appearing person. The appearing person has declared that they do not wish for the deed to be read out in full, that they received a draft deed before the execution, that they are aware of the content of the deed, and that they have been informed of the consequences arising from the deed.
This deed has been read out in a limited manner and immediately thereafter signed, first by the appearing person and then by me, the notary.