For the purposes of the Securities Trading Rules, price stabilization is understood to mean intervention in the market on the account of the syndicate within the framework of a capital market transaction so as to smooth out market imbalances in supply and demand within the period set in subsection 5.2.2. Price stabilization should be aimed at furthering a stable price behavior and a fair and orderly market in the interests of investors and issuers.

Price stabilization within the meaning of these Rules shall be subject to the condition that official quotations be established on the Amsterdam Stock Exchange and be permitted only within the time frame set in subsection 5.2.2. Stabilizing activities performed outside this time frame, for instance in the period prior to the establishment of an official quotation, may under certain conditions be considered as (prohibited) price manipulation within the meaning of section 5.4 of these Rules.

5.2.2 Conditions for price stabilization

1. Only Corporate Members of the Stock Exchange Association may be designated by the syndicate as stabilizing managers for the purpose of these Rules.

2. Price stabilization by the Corporate Member designated as stabilizing manager shall be permitted only as far as buy or sell transactions in the relevant stock and its related securities are concerned, provided these transactions are made for the account and at the risk of the syndicate; it shall be allowed to designate several Corporate Members as stabilizing managers for the same case.

3. This code shall also apply to all transactions in the particular stock and its related securities made by and for the accounts of the stabilizing manager or managers and Corporate Members acquainted with the course of the issue (the book runners).

Note

Pursuant to paragraph 3, the provisions of section 5.2 (including the price demarcation in the preamble and paragraph 5, and the recording required by paragraph 8) apply for practical reasons also to transactions defined in this paragraph. Examples of equity-related products referred to in paragraphs 2 and 3 are by-products listed on the Amsterdam Stock Exchange such as rights, and derivatives dealt via a derivatives market such as the European Options Exchange or over-the-counter.

4. The price stabilization code shall apply to capital market activities in all such securities as are eligible for admission to listing on the Amsterdam Stock Exchange.

5.

a.Subject as provided in 5.2.2.5.b below, price stabilization shall be possible at any proposed dealing price, with due observance of the provisions in subsection 5.2.1 above (preamble).

b.Price stabilization on the buying side with respect to shares and depositary receipts of shares shall be subject to the following restriction during the period commencing when the announcement is made and continuing until the end of the closing date of subscription. This restriction is supplementary to the provisions of subsection 5.2.1. above (preamble).

In such cases, stabilizing transactions shall be permitted only below or at the reference price or the last preceding official quotation at the particular time, whichever is the higher. Reference price means the dealing price at the time when the announcement of the issue made public by the syndicate pursuant to 5.2.2.7 below. In the case of an already listed stock, the reference price must be in line with the last preceding official quotation; in the case of a new listing, it must be in line with the issue price or price range set.

Note:

If a price range has been set, the reference price may be attuned to the highest dealing price; in this contest, reference is made to the regulations concerning AIW trading, embodied in section 5.1 above, and the provisions of subsection 5.1.5 in particular ("issues in accordance with international practices"). The words "until the end of the closing date of subscription" have been chosen since price demarcation of the product after closing date is no longer in the interests of the investing public and, generally speaking, a fair insight has then been gained into the success of an issue.

6. The price stabilization code shall apply in the period between the announcement of the issue and thirty days after payment date.

7.

a.An intention to effect price stabilization must be announced by advertisement in a prominent place in the issue prospectus and the Daily Official List.

b. Where the prospectus is not available until after the commencement of stabilizing activities within the meaning of this code, the information mentioned in a. must be made public in such a way as to enable the investing public to take notice of this information at the time of the announcement of the transaction.

8. Members who act as book runners and/or Members designated as stabilizing managers shall maintain a register in which the particulars of the transactions dealt within the framework of such stabilization and relating to the securities mentioned in 5.2.2.3 will be recorded, which register shall be produced for inspection by the Compliance and Enforcement Department of the Association upon first a request to that effect. These particulars shall at any rate include date, time, price and volume of each transaction.

9. In cases not provided for in this section 5.2, prior advice must be sought from the Commissioner of Quotations/Director of Trading.

LOANS SECURED BY A TRUST DEED

The Council of the Amsterdam Stock Exchange wishes to take measure to strengthen the independence of trustees of bond loans. This requires a modification of the regulations concerning loans secured by a trust deed, as embodied in the Listing and Issuing Rules. The appropriate consultation proceedings with the issuing institutions will therefore be set in motion. Meanwhile, pending its examination of the proposed rules, the Association of Securities Issuing Institutions VEUO has indicated that is prepared to grant the request for immediate adoption.

Protection of interests

Under the new regulations, the trust deed must contain an explicit provision to the effect that the trustee will protect the interests of the holders of the relevant bonds. There is, at present, a certain amount of ambiguity on this point in practice.

Independence

An important element of the new regulations is the safeguarding of independence. The debtor (issuing institution) of a loan secured by a trust deed shall neither directly nor indirectly participate in the trustee's share capital:

- the individual and joint interests of the trustee's financiers (banks) in the issued voting capital of the trustees shall not exceed 15% and 49.9% respectively;
- the new regulations further contain provisions to secure the independence of the management board vis-B-vis the debtor of the loan and its financiers (banks).

Accountability

An additional provision worthy of mentioning is that a bondholders' meeting be held within one month in the event that the trustee, in urgent cases, has taken measures in the interests of bondholders without prior authorization by the meeting of bondholders. Finally, certain requirements have been laid down with respect to voting rights.

The Council has decided to amend the regulations for loans secured by a trust deed, embodied in article 22 and Appendix 1 of the Listing and Issuing Rules, to the following effect (see Appendix).

26 July 1994

MANDATORY ANNOUNCEMENT OF PRIVATE SHARE ISSUE

Recent developments in the field of private issues of already listed equity stocks, have induced the Council to lay down further rules as to information to be supplied to market parties. The main objective criterion has been that the market should be aware of the essential modalities of the intended transaction.

A. The lead manager must in any case give prior notice to the Commissioner of Quotations/Director of Trading if the syndicate wishes to approach investors in connection with a private share issue. If circumstances warrant, the Commissioner of Quotations/Director of Trading may decide on the necessity for and or timing of a public announcement, proceeding on the following lines of guidance.

B. Prior public announcement shall be required where the invitations to market parties and/or the marketing operation take place during the official trading hours of the stock which is the subject of the placing. In the case of stocks included in the AEX, the official trading hours are from 09:30 hrs. to the close of the New York Stock Exchange, and in the case of all other equity stocks from 09:30 to 16:30 hrs. Said prior public announcement must state at least the following:

a. the name of the issuer;
b. the amount of the placing;
c. the method of pricing;
d. the manner of placing;
e. an indication as to whether the stocks will be placed at market price or at a discount.

As soon as the price at which the transaction is to be effected has been determined, the transaction must be announced without delay, stating the price.

C. The obligatory prior announcement may be waived, at the discretion of the Commissioner of Quotations/Director of Trading, if the approaching of market parties and the entire marketing operation take place between the end of the official trading hours of the relevant stock and the opening of the Exchange on the next following official trading day in Amsterdam. In such cases, the details of the transaction effected must be announced in good time before the opening of the Exchange on the day last mentioned.

Pursuant to article 28h of the Listing and Issuing Rules, the announcement is incumbent on the issuer of the relevant listed shares or depositary receipts issued therefor. For the purpose, the issuer shall make arrangements with the lead manager in conformity with the above. Where a private placing is handled or coordinated by a financial institution/non-Corporate Member, the issuer must see to compliance by such financial institution with the above obligations of Members.

29 November 1994

LISTING OF FOREIGN EUROLIST STOCKS

The Association is preparing the incorporation in the Listing and Issuing Rules of the Eurolist provisions of the "Listing Particulars directive" (80/390/EEC). In brief, securities issued by issuers listed in an EU member state for no less than three years may be admitted to listing in another EU member state without a prospectus being required, subject to compliance with the other obligations in the directive with regard to publication. In anticipation of the official amendment of the Listing and Issuing Rules, the above provision may be applied as of this moment.

It has been resolved that where an application for admission relates to a non-Dutch Eurolist stock for which no prospectus is required, the obligatory due diligence investigation to be conducted by a Member of the Stock Exchange Association, may be waived. Accordingly, the due diligence requirements set out in circulars 93-68 ad 94-004 do not apply in this case.

27 September 1995

PROSPECTUS REGIME RELAXED

Within the framework of further adaptations of the regulatory regime to the internationalization of securities trading, especially the development of a European capital market, it has been decided to adjust some of the requirements for the contents of prospectuses as laid down in the Listing and Issuing Rules.

As to:

- EC and EFTA member states;
- issuing institutions guaranteed by EC and EFTA members states;
- supranational institutions of which the Netherlands is a member;
- other issuing institutions if in each of the preceding five years at least one loan was issued and listed in Amsterdam and if in each of the preceding five years the amount issued and listed in Amsterdam aggregated at least Dfl 200,000,000 or the equivalent in foreign currency.

the requirements for admission will be diminished to the level of the minimum EC requirements as far as bonds are concerned. The above-mentioned categories will in due course be extended by issuing institutions which have been admitted to the Eurolist.

Pending formalization of this change by means of an amendment to the Listing and Issuing Rules, a dispensation may be granted if the situation should arise.

11 February 1994

MODIFICATION OF THE CRITERIA FOR ADMISSION TO LISTING ON THE OFFICIAL MARKET

The Council has decided to modify one element of the new criteria for admission to listing on the Official Market, as set out in Circular Letter S93-081. The modification is prompted by the wish on the part of venture capital companies in particular to enable the listing of an important category of undertakings which, despite the fact that they do not yet satisfy the requirement of having made a net profit in three of the five years preceding admission, are already suitable to be listed. This concerns undertakings whose justified existence and market share have already been established, but whose results are under pressure, in particular owing to their continued pattern of (capital) outlay. In such cases, an additional requirement is imposed, however, to the effect that the existing shareholders should retain their holdings for some considerable time after the introduction.

Pending formalization of this modification to the Listing and Issuing Rules, Members are requested to apply the new regulation as from this time. The appropriate proceedings for consultation with the issuing institutions on amendment of the Listing and Issuing Rules have meanwhile been set in motion.

21st September 1994