Annual Report 2022

Annual Report 2022

Share Classes and Principal Shareholders

As of February 15, 2023 our issued share capital amounted to €5,557,053.40 and was represented by 55,570,534 ordinary shares. There is only one class of shares (ordinary shares, including ordinary shares represented by ADSs), and there are no special rights attached to any of the ordinary shares, nor special shareholder rights, including voting rights, for any of our shareholders. Each shareholder has one vote.

Any substantial holding and gross short positions in issuing institutions and shares with special controlling rights have to be notified. An issuing institution is a public limited company (naamloze vennootschap) incorporated under Dutch law whose (depositary receipts for) shares are admitted to trading on a regulated market in the Netherlands or in another EU Member State or an EEA Member State, or a legal entity incorporated under the law of a state that is not an EU Member State and whose (depositary receipts for) shares are admitted to trading on a regulated market in the Netherlands.

Holders are required to report as soon as their substantial holding or short position equals or exceeds 3% of the issued capital. Subsequently, holders should notify the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (AFM) again when their substantial holding or short position consequently reaches, exceeds or falls below a threshold. This can be caused by the acquisition or disposal of shares by the shareholder or because the issued capital of the issuing institution is increased or decreased. Pursuant to chapter 5.3 of the DFSA, relevant thresholds are: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.

The duty to notify applies to legal entities as well as natural persons.

As of February 15, 2023, the following major shareholdings fall under the mandatory notice provisions of chapter 5.3 of the DFSA on the basis of information provided by the shareholders and/or the public register of all notifications made available pursuant to the DFSA at the AFM’s website (see also section “Share Capital”). No shareholdings above 3% were reported to the Company directly.

Name of beneficial owner

 

Number
of shares

 

Capital
interest

 

Number of
voting rights

 

Voting
rights

T. Rowe Price Group, Inc. 1)

 

5,505,351 2)

 

9.95%

 

5,426,030 3)

 

9.81%

FMR LLC 1)

 

5,532,361.06 4)

 

10.00%

 

5,527,972.06 4)

 

9.99%

Artisan Investments GP LLC 1)

 

2,674,146 5)

 

4.89%

 

2,674,146 5)

 

4.89%

The Vanguard Group 1)

 

1,978,464

 

4.16%

 

–

 

–

BlackRock, Inc. 1)

 

2,792,002 6)

 

5.04%

 

3,319,096 7)

 

5.99%

Baillie Gifford & Co. 1)

 

–

 

–

 

2,966,216

 

6.24%

Wellington Management Group LLP 1)

 

–

 

–

 

2,276,361 8)

 

4.81%

1)

Based on the number of shares reported in, and at the time of, the most recent transparency notification filed with the AFM.

2)

Consisting of 7,110 ordinary shares and 5,498,241 ADSs. T. Rowe Price Group, Inc. has reported holding 3,959,686 ADSs in its Schedule 13G/A filed with the SEC on February 14, 2023.

3)

Consisting of voting rights on 7,110 ordinary shares and 5,418,920 ADSs.

4)

FMR LLC has reported holding 5,532,356 ordinary shares in its Schedule 13G/A filed with the SEC on February 9, 2023.

5)

Consisting of 46,766 ordinary shares and 2,627,380, according to the AFM filing, depository receipts and the respective number of voting rights. Artisan Investments GP LLC reported holding 2,615,415 ordinary shares in its Schedule 13G/A filed with the SEC on February 10, 2023.

6)

Consisting of 2,045,011 ordinary shares, 1,291 contracts for difference, and 745,700, according to the AFM filing, depository receipts.

7)

Consisting of voting rights on 2,497,994 ordinary shares, 1,775 contracts for difference and 819,327, according to the AFM filing, depository receipts.

8)

Consisting of voting rights on 1,545,652 ordinary shares, 729,479 ADSs and 1,230 equity swaps.

The total number of stock options and RSUs outstanding as of February 15, 2023 amounts to 5,352,165 stock options and 385,280 RSUs.

As of the date of this Annual Report, we are not directly or indirectly owned or controlled by any shareholder, whether individually or acting in concert. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

As of the date of this Annual Report, as far as we are aware, there are no direct or indirect relationships between us and any of our significant shareholders.