Provisions of the Articles of Association and additional information

Priority according to the Articles of Association

The objective of Stichting Prioriteit Ordina Groep (“the priority trust”), the holder of the priority share issued by the Company, is to promote good governance of the Company. Designated by the Annual General Meeting of Shareholders, the priority trust is authorised to issue shares, and restrict or exclude pre-emption rights. Designation of another body authorised to issue shares, and restrict or exclude pre-emption rights is subject to the suggestion of the priority trust. If the paid-up amount on preference shares is lower than their par value, additional payments can be called up following a resolution of the priority trust, whilst a resolution to reduce issued capital is subject to the suggestion of the priority trust and any management decision to amend the Articles of Association or wind up the Company is subject to the approval of the priority trust. In addition, the priority trust determines the number of managing and supervisory directors. The supervisory directors are appointed upon nomination by the priority trust.

Carlo de Swart, Erry de Boer and Ronald Kasteel are on the board of the trust.

The Management Board of Ordina N.V. and the Board of Stichting Prioriteit Ordina Groep share the opinion that the trust operates independently from Ordina N.V., in accordance with the provisions of Schedule X to the Listing and Issuing Rules of Euronext.

Appropriation of profit according to the Articles of Association

If any financial statements submitted by the Supervisory Board and adopted by the Annual General Meeting of Shareholders should disclose that profit has been generated for the reporting year, the Annual General Meeting shall determine how this profit shall be appropriated. Dividends on preference shares shall not exceed the statutory interest rate prevailing at the date the dividends are declared.

Appropriation of profit

Pending the final declaration of the dividend for the financial year 2007, the full profit of EUR 30,393,646 for 2007 has been presented as a separate component of equity. The dividend for the accounting period will be declared during the Annual General Meeting of Shareholders scheduled for 14 May 2008. The dividend proposal is set out on page 19 of this report.

Appointment and removal of managing and supervisory directors

The Company’s managing directors are appointed and removed by the Supervisory Board.

Upon nomination by the priority trust, supervisory directors are appointed by the Annual General Meeting. Supervisory directors may be removed by the Enterprise Section of the Court of Appeal for neglecting their duties, other urgent reasons or a drastic change in circumstances, as a result of which the Company cannot reasonably be expected to keep the supervisory director on.

By absolute majority of votes, representing at least one third of the issued capital, the Annual General Meeting may pass a motion of no confidence in the entire Supervisory Board. Such a resolution will result in the immediate removal of all members of the Supervisory Board.

Treasury shares

The Annual General Meeting of Shareholders on 9 May 2007 authorised the Management Board – subject to the approval of the Supervisory Board – to acquire treasury shares as referred to in Article 8(6) of the Articles of Association for a period of 18 months, commencing on 9 May 2007. The treasury shares will be purchased on the stock exchange or otherwise, up to 10% of the issued capital as at 10 May 2007 and at a price ranging between (i) the shares’ par value and (ii) the share price plus 10%. The share price referred to above equals the average closing price of the Ordina share as stated in the Official List of Euronext Amsterdam N.V. for five consecutive trading days immediately preceding the date of purchase.

Important contracts within the meaning of Article 1(j) of the Decree on the implementation of Article 10 of the Directive on takeover bids

The Company has one contract within the meaning of Article 1(j) of the Decree on the implementation of Article 10 of the Directive on takeover bids. This involves the credit facility as described, for instance, on pages 98 and 103 of this Annual Report. If, at any time, a shareholder or a group of jointly acting shareholders should acquire more than 50% of the total issued share capital or should control more than 50% of the total number of voting rights or should acquire the right to appoint the majority of the Management Board members, this credit facility will be terminated. If the facility is thus terminated, any unused borrowing capacity will lapse and issued facilities will become payable.

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