None of Fortis’ 1,820 million authorised cumulative preference shares with a nominal value of EUR 0.42 have been issued or are outstanding. However, Fortis N.V. has granted Stichting Continuïteit Fortis (see separate section on Stichting Continuïteit Fortis) an option to acquire a number of cumulative preference shares of Fortis N.V. not exceeding the number of ordinary (twinned) shares issued at that time. Issued cumulative preference shares have the same voting rights as issued ordinary shares.
The exercise price of the options is EUR 0.42 per cumulative preference share. Upon exercise, however, only 25% of the nominal value need to be paid. Stichting Continuïteit Fortis is required to pay the additional 75% of the nominal value per cumulative preference share only upon the request of Fortis N.V. following a resolution by the Board of Directors.
If cumulative preference shares are issued, a General Meeting of Shareholders will be convened within two years of the date on which the cumulative preference shares are issued so that a resolution can be passed regarding the repurchase or cancellation of these issued cumulative preference shares.
If the General Meeting of Shareholders does not resolve to repurchase or cancel the cumulative preference shares, subsequent General Meetings of Shareholders will be convened and held in each case within two years of the previous meeting. A resolution concerning repurchase or cancellation of the cumulative preference shares will be on the agenda of these meetings for as long as there are cumulative preference shares outstanding.
Any dividend from Fortis N.V.’ profits will first be paid to holders of cumulative preference shares before being paid to holders of ordinary shares. The dividend to be paid will be equal to the average Euribor for a term of one year, as published by the European Central Bank during the year for which the dividend is to be paid, increased by 1.5%. The dividend will be calculated as a percentage of the amount paid to Fortis N.V. on such shares and pro rata to the period outstanding.
Cumulative preference shares have a liquidation value equal to the amount paid to Fortis N.V. on such shares plus any accumulated but unpaid dividends. Cumulative preference shares have priority over ordinary shares in the case of liquidation.
Issued preference shares can be transferred only with the Board’s consent. If the Stichting Continuïteit Fortis is dissolved or declared bankrupt, or merges with any other entity, the Fortis Board will decide how many, if any, preference shares may be transferred.
