As filed with the Securities and Exchange Commission on May 14, 2013.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nielsen Holdings N.V.
(Exact name of registrant as specified in its charter)
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The Netherlands
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98-0662038
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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85 Broad Street
New York, New York 10004
(646) 654-5000
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Diemerhof 2
1112 XL Diemen
The Netherlands
+31 20 398 8777
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(Address, including zip code, and telephone number, including area code, of principal executive offices)
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Amended and Restated Nielsen Holdings 2010 Stock Incentive Plan
(Full Title of the Plan)
James W.
Cuminale
Chief Legal Officer
Nielsen Holdings N.V.
770 Broadway
New York, New York 10003
(646) 654-5000
(Name, address and telephone number, including area code,
of agent for service)
With copies to:
Joseph H. Kaufman
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of securities to be
registered(1)
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee(2)
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Common Stock, par value €0.07 per share
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9,300,000
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$36.19
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$336,567,000
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$45,908
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(1)
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Covers 9,300,000 shares of common stock, par value €0.07 per share, of Nielsen Holdings N.V. approved for issuance under the Amended and Restated Nielsen
Holdings 2010 Stock Incentive Plan and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Computed pursuant to Rule 457(h) and Rule 457(c) of the Securities Act, solely for the purpose of determining the amount of the registration fee, based upon the average
of the high and low prices reported for the Company’s common stock on the New York Stock Exchange on May 7, 2013 (U.S. $36.19).
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EXPLANATORY NOTE
The 9,300,000 shares of common stock, par value €0.07 per share (the “Common Stock”), of Nielsen Holdings N.V. (the
“Company” or the “Registrant”) being registered pursuant to this Registration Statement are additional securities of the same class as other securities for which registration statement (File No. 333-172256) on Form S-8 was
filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2011. Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statement are incorporated by reference into this
Registration Statement, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents filed with the Commission by the Company pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated
by reference in this Registration Statement:
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(a)
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the Company’s Annual Report on Form 10-K for the year ended December 31, 2012;
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(b)
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the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013;
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(c)
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the Company’s Current Reports on Form 8-K filed on January 28, 2013, February 11, 2013 (Items 1.01 and 8.01 only), February 21,
2013, March 4, 2013, March 8, 2013, May 6, 2013, May 9, 2013 and May 13, 2013; and
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(d)
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the Company’s registration statement on Form 8-A filed with the Commission on January 20, 2011 pursuant to Section 12(b) of the Securities Act relating
to the Common Stock, including any amendments or supplements thereto.
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All documents that the Company
subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 6.
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Indemnification of Directors and Officers.
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Unless prohibited by law in a particular circumstance, our articles of association require us to reimburse the officers and members of the board of directors and the former officers and members of the
board of directors for damages and various costs and expenses related to claims brought against them in connection with the exercise of their duties. However, we are not obligated to provide indemnification (i) if a Dutch court has established
in a final and conclusive decision that the act or failure to act of the person concerned may be characterized as willful (
opzettelijk
), intentionally reckless (
bewust roekeloos
) or seriously culpable (
ernstig verwijtbaar
)
conduct, unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness, (ii) for any action initiated by the indemnitee, other than actions
brought to establish a right to indemnification or the advancement of expenses or actions authorized by the board of directors or (iii) for any expenses incurred by an indemnitee with respect to any action instituted by the indemnitee to
interpret the indemnification provisions, unless the indemnitee is successful or the court finds that indemnitee is entitled to indemnification. We have entered into indemnification agreements with the members of the board of directors and our
officers to provide for further details on these matters. We have purchased directors’ and officers’ liability insurance for the members of the board of directors and certain other officers.
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to members of the board of directors,
officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
For the list
of exhibits, see the Exhibit Index to this Registration Statement, which is incorporated in this item by reference.
(a) The undersigned
registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
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provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilton, State of Connecticut on May 14, 2013.
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NIELSEN HOLDINGS N.V.
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By:
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/s/ Brian J. West
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Name:
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Brian J. West
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Title:
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Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James W. Cuminale and Harris A. Black, and each of them, any of whom may act without joinder
of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration
Statement and any and all amendments or supplements to the Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ David L. Calhoun
David L. Calhoun
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Director and Chief Executive Officer
(principal executive officer)
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May 14, 2013
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/s/ Brian J. West
Brian J. West
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Chief Financial Officer
(principal financial officer)
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May 14, 2013
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/s/ Jeffrey Charlton
Jeffrey Charlton
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Corporate Controller
(principal accounting officer)
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May 14, 2013
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/s/ James A. Attwood, Jr.
James A. Attwood, Jr.
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Director
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May 14, 2013
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/s/ Richard J. Bressler
Richard J. Bressler
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Director
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May 14, 2013
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/s/ Patrick Healy
Patrick Healy
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Director
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May 14, 2013
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/s/ Karen M. Hoguet
Karen M. Hoguet
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Director
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May 14, 2013
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/s/ James M. Kilts
James M. Kilts
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Director
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May 14, 2013
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/s/ Alexander Navab
Alexander Navab
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Director
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May 14, 2013
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/s/ Robert C. Pozen
Robert C. Pozen
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Director
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May 14, 2013
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/s/ Robert D. Reid
Robert D. Reid
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Director
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May 14, 2013
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/s/ Vivek Y. Ranadivé
Vivek Y. Ranadivé
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Director
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May 14, 2013
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/s/ Javier G. Teruel
Javier G. Teruel
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Director
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May 14, 2013
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EXHIBIT INDEX
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Exhibit
Number
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Description of Document
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4.1
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Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Form 8-K of the Registrant filed on February 1, 2011 (File No.
001-35042))
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5.1
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Opinion of Clifford Chance LLP
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10.1
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Amended and Restated Nielsen Holdings 2010 Stock Incentive Plan (incorporated herein by reference to Annex A to the Definitive Proxy Statement on Schedule 14A filed by Nielsen
Holdings N.V. on April 15, 2013 (File No. 001-35042))
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23.1
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Consent of Ernst & Young LLP
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23.2
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Consent of Clifford Chance LLP (included as part of Exhibit 5.1)
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24.1
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Power of Attorney (included in the signature pages to this Registration Statement)
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Exhibit 5.1
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EXHIBIT 5.1 TO FORM S-8
OPINION OF CLIFFORD
CHANCE
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CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
Droogbak 1A
1013 GE Amsterdam
PO Box 251
1000 AG Amsterdam
Tel +31 20 7119 000
Fax +31 20 7119 999
www.cliffordchance.com
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E-mail: Gregory.Crookes@cliffordchance.com
14 May 2013
Nielsen Holdings N.V.
Diemerhof 2
1112 XL Diemen
The Netherlands
Dear Sirs,
Nielsen Holdings N.V. (the “Issuer”) – Registration Statement on Form S-8 in relation to the Amended and Restated Nielsen Holdings 2010
Stock Incentive Plan
Introduction
We have acted as legal counsel
(
advocaten
) to the Issuer in The Netherlands in connection with the registration statement (the “
Registration Statement
”) on Form S-8 to be filed with the United States Securities and Exchange Commission (the
“
SEC
”) on the date hereof under the Securities Act of 1933 (the “
Securities Act
”) with respect to up to 9,300,000 ordinary shares with nominal value of EUR 0.07 per share in the capital of the Issuer that may
be delivered pursuant to the Amended and Restated Nielsen Holdings 2010 Stock Incentive Plan (the “
Plan Shares
”). Capitalised terms used in this legal opinion have the meaning ascribed to them in the Annex A. Headings in this
opinion are for ease of reference only and shall not affect the interpretation hereof.
This opinion is limited to the laws of The Netherlands in force as
at the date hereof as applied and interpreted according to present published case-law of the Netherlands courts, administrative rulings and authoritative literature.
CLIFFORD CHANCE LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NUMBER 0C323571. THE FIRM’S REGISTERED OFFICE AND PRINCIPAL PLACE OF
BUSINESS IS AT 10 UPPER BANK STREET, LONDON, E14 5JJ. A LIST OF THE MEMBERS IS OPEN TO INSPECTION AT THIS OFFICE. THE FIRM USES THE WORD “PARTNER” TO REFER TO A MEMBER OF CLIFFORD CHANCE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT
STANDING AND QUALIFICATIONS. CLIFFORD CHANCE LLP IS REGISTERED IN THE NETHERLANDS WITH THE COMMERCIAL REGISTER OF THE CHAMBERS OF COMMERCE UNDER NUMBER 34360401.
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CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
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II.
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Documents examined / Reliance
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In arriving at the opinions expressed below, we have examined and relied
upon the following:
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(i)
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the Articles of Association;
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(ii) the Extract;
(iii) the Registration Statement;
(iv) the Resolutions; and
(iii) the Plan Documents.
In addition, we have examined
such documents and performed such other investigations as we considered necessary for the purpose of this opinion.
III.
Assumptions
In examining and in describing the documents listed above and in giving this opinion we have assumed:
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(i)
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the power, legal capacity and authority of all parties (other than the Issuer) to enter into and perform their obligations under or pursuant to the Plan Documents and the legal capacity (
handelingsbekwaamheid
) of
all individuals who have signed or will sign any of the Plan Documents, and that the Plan Documents, Plan Shares and all other agreements and documents relating thereto have been or will be (where appropriate) duly authorised, executed and delivered
by all parties thereto (other than the Issuer) and create valid and legally binding obligations for all such parties (other than the Issuer) as a matter of applicable law (if other than Netherlands law);
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(ii)
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that the parties to the Plan Documents and agreements and documents entered into pursuant to the Plan Documents (other than the Issuer) are duly incorporated and organised, validly existing and in good standing (where
such concept is legally relevant to its capacity) under the laws of their respective jurisdiction of incorporation and of the jurisdiction of their respective places of business;
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(iii)
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that all documents submitted to us and the signatures and initials thereon are genuine and that such signatures are the signatures of the persons purported to have signed such documents and that such persons when
signing these documents had legal capacity to do so and that all documents submitted to us as photocopies or faxed or scanned copies are in conformity with the originals;
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CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
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(iv)
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the due compliance with the laws of any jurisdiction other than those of The Netherlands;
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(v)
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that the Resolutions have all been made with due observance of the provisions of the Articles of Association and the Company’s board regulations dated 12 November 2007 relating to the convening of meetings and
the adoption of resolutions;
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(vi)
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that the Resolutions remain in full force and effect and unaltered, that all factual statements made and all confirmations given therein were true, complete and accurate when given and remain true, complete and accurate
as at the date hereof;
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(vii)
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that the information set out in the Extract is complete, correct, accurate and not misleading on the date hereof and consistent with the information contained in the files kept by the Chamber of Commerce with respect to
the Issuer other than the information in relation to the composition of the Board and it being understood that the issuance of the Plan Shares has not yet been reflected in the Extract; and
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(viii)
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that the authorised share capital of the Issuer will allow for the issuance of the relevant number of Plan Shares pursuant to the Plan Documents and that the Board will remain the body that has the exclusive power to
issue shares for the entire period during which such shares fall to be issued pursuant to the Plan Documents.
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Based upon and subject to the foregoing and to the further qualifications set out below and
subject to any factual matters, documents or events not disclosed to us by the parties concerned, having regard to the legal considerations relevant to this legal opinion, we are of the opinion that when issued pursuant to a resolution of the Board
and if and when paid for in full, the Plan Shares will have been validly issued, fully paid and non-assessable.
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CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
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The opinion expressed above is subject to the following qualifications:
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(A)
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the terms “enforceable”, “enforceability”, “valid”, “legal”, “binding” and “effective” (or any combination thereof) where used herein, mean that the
obligations assumed by the relevant party under the relevant document are of a type which the laws of The Netherlands generally recognises or enforces; they do not mean that these obligations will necessarily be enforced in all circumstances in
accordance with their terms; in particular enforcement before the courts of The Netherlands will in any event be subject to (without limitation):
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(i)
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the degree to which the relevant obligations are enforceable under their governing law (if other than the laws of the Netherlands);
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(ii)
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the nature of the remedies available in such courts (and nothing in this opinion must be taken as indicating that specific performance or injunctive relief would be available as remedies for the enforcement of such
obligations);
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(iii)
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the acceptance by such courts of jurisdiction;
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(iv)
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prescription or limitation periods (within which suits, actions or proceedings must be brought); and
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(v)
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the availability of defences such as, without limitation, set-off (unless validly waived), fraud, misrepresentation, force majeure, unforeseen circumstances, undue influence, duress, error, abatement and counter-claim.
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(B)
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In addition, our opinion is subject to and limited by the provisions of any applicable bankruptcy, insolvency, liquidation, reorganisation, moratorium and other similar laws of general application relating to or
affecting generally the enforcement of creditors’ right and remedies from time to time (including the doctrine of voidable preference within the meaning of Article 3:45 of the Netherlands Civil Code and/or Article 42 et. seq. of the Netherlands
Bankruptcy Code);
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(C)
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the term “non-assessable” has no equivalent legal term under Netherlands law and where used herein, means that the Issuer has no right to require the holder of any share to pay it any additional amount as a
result of its share ownership required for the share to be fully paid up (for the avoidance of doubt, without prejudice to claims based on tort (
onrechtmatige daad
));
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(D)
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to the extent that the laws of The Netherlands are applicable the provision that the holder of a security will be treated as its absolute owner may not be enforceable under all circumstances, such as but not limited to,
error (
dwaling
) or deceit (
bedrog
);
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CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
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(E)
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under the laws of The Netherlands, each power of attorney or mandate, whether or not irrevocable, granted by the Issuer, will terminate by operation of law and without notice upon its bankruptcy (
faillissement
)
of the Issuer and can only be effectively exercised with the co-operation of the court-appointed administrator (
bewindvoerder
) in the event of the Issuer being granted a (preliminary) moratorium of payments (
(voorlopige) surseance van
betaling
);
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(F)
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if any holder of a Plan Share is controlled by or otherwise connected with a person, organisation or country, which is currently the subject of United Nations, European Community or Netherlands sanctions, implemented,
effective or sanctioned in The Netherlands under the Sanctions Act 1977 (
Sanctiewet 1977
), the Import and Export Act (
In- en Uitvoerwet
), the Economic Offences Act (
Wet Economische Delicten
) or the FSA, or is otherwise the
target of any such sanctions, the obligations of the Issuer to that party may be unenforceable, void or otherwise affected; and
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(G)
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in issuing this opinion we do not assume any obligation to notify or to inform you of any developments subsequent to its date that might render its contents untrue or inaccurate in whole or in part at such time;
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This opinion:
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(a)
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is an exhibit to the Registration Statement and may be relied upon for the purpose of the filing thereof with the SEC. It may not be supplied, and its contents or existence may not be disclosed, to any person other than
as an exhibit to (and therefore together with) the Registration Statement and may not be relied upon by or disclosed to any other person, company, enterprise or institution, except your legal advisers, or used for any other purpose other than the
Registration Statement;
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(b)
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each person relying on this opinion agrees, in so relying, that only Clifford Chance LLP shall have any liability in connection with this opinion, and that, except as otherwise required by the Securities Act, the
agreement in this paragraph (b) and all liability and other matters relating to this opinion shall be governed exclusively by Dutch law;
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CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
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(c)
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may be filed by the Issuer as an exhibit to the Registration Statement. The previous sentence is no admittance from us or Clifford Chance LLP that we are or Clifford Chance LLP is in the category of persons whose
consent for the filing and reference in that paragraph is required under Section 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.
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Yours faithfully,
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/s/ G. Crookes
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/s/ T.P. van Duuren
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G. Crookes
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T.P. van Duuren
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Partner
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Partner
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Solicitor England & Wales
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Notaris
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Clifford Chance LLP
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Clifford Chance LLP
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CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
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Annex A - Definitions
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Articles of Association
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means a copy of the articles of association (statuten) of the Issuer as in full force and effect on the date hereof;
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Board
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means the board of directors (
het bestuur
) of the Issuer;
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Chamber of Commerce
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means the Chamber of Commerce in Amsterdam, The Netherlands;
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EU Insolvency Regulation
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means Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings;
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Extract
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means an electronically certified copy of an extract (gewaarmerkt uittreksel) dated 13 May 2013 from the Dutch Commercial Register of the Chamber of Commerce relating to the
registration of the Issuer under number 34248449 and confirmed to us by the Chamber of Commerce by telephone at 10:27 hours CET on 14 May 2013 to have remained unaltered since such date;
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Issuer
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means Nielsen Holdings N.V., a public company with limited liability (
naamloze vennootschap met beperkte aansprakelijkgheid
) incorporated under Dutch law, having its
seat (
statutaire zetel
) at Amsterdam, The Netherlands, having its registered office at Diemerhof 2, 1112 XL Diemen, The Netherlands, registered with the Dutch Commercial Register (
Handelsregister
) under number
34248449;
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Plan Documents
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means a copy of the Amended and Restated Nielsen Holdings 2010 Stock Incentive Plan;
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Plan Shares
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means such number of new ordinary shares in the Issuer’s capital with a nominal value of EUR 0.07 (seven eurocents) each that may be issued in accordance with the Plan
Documents;
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Registration Statement
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means the registration statement on Form S-8 to be filed with the SEC on the date hereof;
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Resolutions
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means the resolutions of the Board dated 21 February 2013 and resolutions of the general meeting of shareholders of the Issuer dated 7 May 2013 to which the Plan Documents
have been approved and adopted;
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SEC
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means the United States Securities and Exchange Commission; and
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CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
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Securities Act
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means the United States Securities Act of 1933, as amended.
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