Kendrion Worldwide

Division Automotive

Kendrion N.V.

Kendrion N.V. is a public limited liability company incorporated under the laws of the Netherlands, with its registered office in Zeist.

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Articles of Association

A resolution to amend the Articles of Association can be passed by the General Meeting of Shareholders solely on the proposal of the Executive Board as approved by the Supervisory Board. Resolutions of this nature can be passed by an absolute majority of the votes cast at the General Meeting of Shareholders. Amendments to the Articles of Association are also governed by a number of procedural regulations specified in more detail in the company’s Articles of Association.

On the General Meeting of Shareholders held on 18 April 2011, the shareholders have adopted an amendment of the Articles of Association of Kendrion N.V. in connection with certain changes in Dutch law, that inter alia follow from the Act Electronic Communication, the Act implementing rules easing the rules governing capital maintenance for public companies (naamloze vennootschappen) and the Act implementing the EC Directive on shareholders rights in listed companies.

The current Articles of Association are provided below.