A proposal to proceed to cancel the currently outstanding preference
shares of Wereldhave N.V. will be put to the Annual General Meeting of
Wereldhave N.V. to be held in 2009.The rationale for cancellation is
that the listing of preference shares of an investment company with
variable capital is no longer required and that the preference shares
have a very limited liquidity. In addition, the determination of voting
rights during the shareholders' meeting is very complicated because of
the difference in nominal value compared to the ordinary shares.
Finally, the cancellation also serves to optimise the protective
function of the preference shares, such in the light of the Public
Offers of Securities Act. The possibility of issuing preference shares
and/or priority shares is maintained.
The Articles of Association provide that in the event of cancellation,
the compensation paid on the shares amounts to the fully paid-up part
of the nominal value, i.e. EUR 2.27 per share. In addition, the
compensation in the event of cancellation includes the dividend
determined under the Articles of Association for the proportionate part
of the year that has elapsed up to cancellation, after deduction of the
applicable withholding taxes.
The Hague, June 25, 2008
Board of Management Wereldhave N.V.
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