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Capitalization Requirements When incorporating and maintaining the N.V., the minimum capital amount that should be issued and outstanding at all times is the lesser of 20% of the authorized capital or Nafl. 10,000 or its equivalent in any other currency (this calculates to approximately US $6,000). It should be noted that for other types of N.V.'s such as banks or insurance companies this minimum amount is considerably higher. The share capital can be stated in any currency. Aside from non­voting shares, certain shares can be given a greater say in corporate matters; these are so called priority shares. Shares can be redeemed by the N.V. at all times, provided they are fully paid up, unless the Articles of incorporation provide otherwise (shares can be made to be non­redeemable or to be redeemable on certain dates only, with redemption requests to be made a certain number of days before such redemption date). If the Articles of Incorporation provide for redemption rights, the shareholders can then require redemption of their shares by the N.V. Please note that as stated above, shares can only be redeemed by the N.V. up to a maximum of 80% of the authorized capital (and in the event non­voting shares can be issued, the law also requires that 20% of the authorized capital be issued in form of voting shares). Corporate Securities Common Stock The class of stock usually issued is called common stock. Unless other classes of shares are authorized, the authorized capital will consist of common stock. Preferred Stock Preferred stock are shares that have a preference on dividend payments. Such preference is usually limited to a fixed percentage of either the par value of each such share or at the paid-in value of each such share. The preference percentage can be made either cumulative or non-cumulative (in other words, if in any given fiscal year insufficient profits have been generated to pay the preference percentage in full, such dividend right is lost). Regarding B, 1 and 2 above, please note that non-voting shares can be issued (provided the Articles of Incorporation so stipulate). At least twenty percent of the authorized capital must be issued in the form of voting stock (Article 89A CCNA). Debt Securities A NV may issue bonds, notes or debentures. Dividends The general meeting of shareholders has, in principle, the exclusive right to declare final dividends. The Articles of Incorporation can authorize another corporate body to reserve some or all of the net profits (Article 77 CCNA) and can authorize another corporate body (e.g. the managing board) to declare final dividends. The managing board can in any case declare interim dividends payable from (realistically) anticipated profits, if the Articles of Incorporation so permit (as is usually the case).However, if the general meeting of shareholders (when appointed as the entity empowered to declare dividends), when adopting the financial statements of the fiscal year in which interim dividends were made payable, resolves that a lower amount is to be paid as final dividend, the shareholders must reimburse the NV for the balance. Dividends can only be paid out of available profits. If losses have been incurred in any fiscal year, no dividends may be made payable until such losses have been offset by either subsequent profits or from the account retained earnings (Article 78 CCNA). Authorization and Issuance of Corporate Securities Debt securities (bonds, notes and debentures) can be issued by the board of managing directors unless the Articles of Incorporation of the NV restrict its authority (e.g. prior approval of the general meeting of shareholders or supervisory board - if appointed). The general meeting of shareholders has, the authority to issue shares in the NV unless the Articles of Incorporation grant such authority to another corporate body; normally the board of managing directors is granted the authority to do so. Unless the Articles of Incorporation so provide, the existing shareholders do not have preemptive rights with regard to shares issued or sold by the NV. Please note: shares may be issued in either registered form or, provided they are fully paid, in bearer form (Article 51 CCNA). There are no detailed security laws in the Netherlands Antilles.