Alinea 68 Hoge Raad 14 september 2007

The authorised share capital of [Tele2 Holdings] consists of two separate classes of so called tracking shares, being ordinary shares A and ordinary shares B. The issued ordinary shares A are all held by Tele2 Europe S.A. and only give right to the value and profits of [Tele2 Holdings]' subsidiaries [Tele2 NL] and [Tango]. (...) The ordinary shares A give no right to the value and profits of Versatel and the leverage used to acquire Versatel. The ordinary shares B are only entitled to the value and profits of [Tele2 Holdings]' leveraged interest (through [Tele2 Finance]) in Versatel. The ordinary shares B give no right to the value and profits of [Tele2 NL] and [Tango]. Upon such a legal merger, the percentage of ordinary shares B to be distributed to Minority shall be equal to the percentage of Shares held by the Minority immediately before the legal merger. It is anticipated that [Tele2 Finance] or [Tele2 Holdings] will utilise debt financing to satisfy its obligations under the Offers. As a result, the Minority may, upon a legal merger, acquire ordinary shares B of a separate sub-class which include preference rights. Such preference rights entitle the Minority to a dividend yield sufficient to prevent a shortfall between the value of their Shares [in Versatel] prior to the legal merger and their shares in [Tele2 Holdings]. Because of the existing interests of [Tele2 Holdings] in [Tele2 NL] and [Tango] and the use by [Tele2 Finance] of debt financing to fund its obligations under the Offers, the Minority's percentage of the aggregate nominal value of all shares in the capital of [Tele2 Holdings] (...) will reduce (...) when compared to the percentage of the aggregate nominal value of the Shares held by the Minority before the legal merger. (...) Accordingly, the voting rights exercisable by the Minority in [Tele2 Holdings] would be less (...). Furthermore, it is anticipated that any debt financing provided to [Tele2 Holdings] will in due course be converted, at fair value, into newly issued ordinary shares, in the same class as those held by the Minority, in the capital of [Tele2 Holdings]. Such conversion would dilute the Minority's shareholding in the capital of [Tele2 Holdings].

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