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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rules
14a-6(e)(2) and 14c-5(d)(2))
[X] Definitive Proxy/Information Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
UNITED PAN-EUROPE COMMUNICATIONS N.V.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
<PAGE>
[UPC Logo]
UNITED PAN-EUROPE COMMUNICATIONS N.V.
Beech Avenue 100, P.O. Box 74763
1070 BT Amsterdam, The Netherlands
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NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS
TO BE HELD 27 NOVEMBER 2000
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To the Shareholders:
An extraordinary meeting of the Shareholders (the "Extraordinary
Meeting") of United Pan-Europe Communications N.V. (the "Company"), a public
company organized under the laws of The Netherlands, has been called at the
request of all members of the Board of Supervisory Directors. The Extraordinary
Meeting will be held at the Golden Tulip Grand Hotel Krasnapolsky, Dam 7,
Amsterdam, The Netherlands, on 27 November 2000 at 2:00 p.m., local time, in
order to:
1. Amend the articles of association of the Company to create the
possibility for the Company to issue preference shares A with a nominal value of
EUR 1.-- each, the specific terms and conditions whereof shall be determined in
the resolution to issue shares.
2. Take such other action as may properly come before the Extraordinary
Meeting.
Holders of record of the Company's ordinary shares A and priority
shares at the close of business on 13 October 2000, will be entitled to notice
of and to vote at the Extraordinary Meeting and any adjournment or postponement
thereof.
A copy of the Dutch text of the proposed amendment is deposited at the
offices of the Company, located at Beech Avenue 100, P.O. Box 74763, 1070 BT
Amsterdam, The Netherlands, for inspection by registered shareholders and other
persons entitled to attend meetings of shareholders of the Company. Such copy
will be open for inspection (free of charge) from the date hereof until the
close of the Extraordinary Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE EXTRAORDINARY MEETING
REGARDLESS OF WHETHER YOU PLAN TO ATTEND. THEREFORE, PLEASE MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY PROMPTLY. IF YOU ARE PRESENT AT THE EXTRAORDINARY
MEETING AND WISH TO DO SO, YOU MAY REVOKE THE PROXY AND VOTE IN PERSON.
By Order of the Board of Management
/s/Anton M. Tuijten
Anton M. Tuijten
General Counsel
and Board of Management Member
24 October, 2000
Amsterdam, The Netherlands
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
Beech Avenue 100, P.O. Box 74763
1070 BT Amsterdam,
The Netherlands 1070 BT
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PROXY STATEMENT
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SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is being solicited by and on behalf of the Board
of Supervisory Directors (the "Supervisory Board") of United Pan-Europe
Communications N.V. (the "Company") for use at the extraordinary meeting of the
Shareholders of the Company (the "Extraordinary Meeting") to be held at the
Golden Tulip Grand Hotel Krasnapolsky, Dam 7, Amsterdam, The Netherlands, on 27
November 2000 at 2:00 p.m., local time. If the accompanying proxy is properly
executed and returned, the shares it represents will be voted at the
Extraordinary Meeting in accordance with the directions noted thereon, or, if no
directions are indicated, it will be voted in favor of the proposals described
in this Proxy Statement. Any shareholder giving a proxy has the power to revoke
it by oral or written notice to the Secretary of the Company at any time before
it is voted.
The solicitation of proxies by the Supervisory Board will be conducted
by mail. In addition, certain members of the Supervisory Board, officers and
regular employees of the Company may solicit proxies in person or by facsimile,
telex or telephone. The Company will bear the cost of preparing and mailing
proxy materials as well as the cost of soliciting proxies. The Company will
reimburse banks, brokerage firms, custodians, nominees and fiduciaries for their
expenses in sending proxy materials to the beneficial owners of the ordinary
shares A and to UnitedGlobalCom, Inc. ("UGC") as the owner of our priority
shares.
At the close of business on 13 October 2000, the record date for the
determination of shareholders entitled to notice of and to vote at the
Extraordinary Meeting, there were 441,246,729 ordinary shares A outstanding,
each of which is entitled to 100 votes and 300 priority shares outstanding, each
of which is entitled to 100 votes. The classes of ordinary shares A and priority
shares are the only classes of capital stock of the Company outstanding and
entitled to notice of and to vote at the Extraordinary Meeting. Adoption of all
matters to be voted on shall require the vote of a majority of the votes cast.
Abstentions, broker non-votes and invalid votes will not be counted as votes.
This Proxy Statement and the accompanying proxy are to be first mailed
to shareholders on or about 26 October 2000.
<PAGE>
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of all classes of securities as of 29 September 2000 by (1)
each shareholder who is known by the Company to own beneficially more than 5% of
the outstanding ordinary shares at such date; (2) each Supervisory Director of
the Company; (3) each executive officer of the Company; and (4) all of the
Company's Supervisory Directors and executive officers as a group. Because
Messrs. Schneider, Cole, Fries and Riordan and Ms. Wildes are directors of UGC,
they may be deemed to beneficially own our shares held by UGC. They disclaim any
beneficial ownership of these shares and this table does not include those
shares. Such share ownership information includes ordinary shares A that may be
acquired within 60 days of 15 September 2000, through either the Company's
options or phantom options. The Company's phantom options are payable in either
cash or ordinary shares A, at the Company's election. Shares issuable within 60
days upon exercise of options or phantom options are deemed to be outstanding
for the purpose of computing the percentage ownership and overall voting power
of the persons beneficially owning such securities, but have not been deemed to
be outstanding for the purposes of computing the ownership or overall voting
power of any other person.
<TABLE>
<CAPTION>
Ordinary Shares A
Beneficial Owner Number Percentage (1)
---------------- ------ --------------
<S> <C> <C> <C>
UnitedGlobalCom, Inc. (2)..................................... 235,909,664 53.46%
Microsoft Corporation (3)..................................... 30,473,250 6.91
Michael T. Fries (4).......................................... 126,341 *
John P. Cole, Jr.............................................. 4,575 *
Richard De Lange.............................................. - -
Ellen P. Spangler (5)......................................... 59,041 *
Tina Wildes (6)............................................... 146,216 *
Mark L. Schneider (7)......................................... 2,710,313 *
John F. Riordan (8)........................................... 1,384,067 *
Charles H.R. Bracken (9)...................................... 296,875 *
Anton M. Tuijten (10)......................................... 95,719 *
Nimrod J. Kovacs (11)......................................... 531,062 *
Gene Musselman (12)........................................... 114,456 *
Shane O'Neill (13)............................................ 171,875 *
All directors, director nominees and executive
officers as a group (12 persons)............................ 5,640,540 1.28
</TABLE>
*Less than 1%
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(1) The figures for the percent of shares are based on 441,246,729 ordinary
shares A outstanding on 29 September 2000.
(2) Includes 4,022,315 ordinary shares A held by the stock option foundation as
of 4 September 2000, the board members of which are appointed by UGC. The
address of UGC is 4643 South Ulster Street, Suite 1300, Denver, Colorado
80237, U.S.A.
(3) The address of Microsoft Corporation is One Microsoft Way, Redmond,
Washington 98052, U.S.A.
(4) Includes 9,153 ordinary shares A owned by Mr. Fries' spouse. Also includes
phantom options based on 225,000 ordinary shares A, of which 117,188 are
vested.
(5) Includes currently exercisable options for 45,000 ordinary shares A, of
which options for 27,187 ordinary shares A are subject to our repurchase
right, which expires 26 March 2003. Also includes phantom options based on
45,000 ordinary shares A, of which 40,313 are vested.
(6) Includes phantom options based on 153,000 ordinary shares A, of which
137,063 are vested.
(7) Includes currently exercisable options for 2,925,000 ordinary shares A, of
which options for 304,687 ordinary shares A are subject to our repurchase
right, which expires 1 April 2001. Also includes 30,000 ordinary shares A
held by the Gene W. Schneider Family Trust of which Mr. Schneider is a
co-trustee.
(8) Includes currently exercisable options for 459,375 ordinary shares A, of
which options for 164,062 ordinary shares A are subject to our repurchase
right, which right expires 1 April 2001. Also includes 3,660 ordinary
shares A owned by Mr. Riordan's spouse.
(9) Includes currently exercisable options for 750,000 ordinary shares A, of
which options for 453,125 ordinary shares A are subject to our repurchase
right, which expires 15 March 2003.
(10) Includes currently exercisable options for 286,500 ordinary shares A, of
which options for 206,249 ordinary shares A are subject to our repurchase
right. Such repurchase right expires for 51,562 shares on 1 September 2002,
for 45,312 shares on 26 March 2003 and for 109,375 shares on 17 September
2003. (11) Includes phantom options based on 600,000 ordinary shares A, of
which 529,688 are vested. (12) Includes phantom options based on 112,500
ordinary shares A, of which 49,219 are vested. (13) Includes currently
exercisable options for 750,000 ordinary shares A, of which 578,125
ordinary shares A are subject to our repurchase right, which expires 15
November 2003.
Most of the Company's executive officers and Supervisory Directors
listed in the above table also beneficially own phantom options or options to
purchase ordinary shares of chello broadband N.V., a wholly-owned subsidiary of
the Company ("chello broadband"). Mr. Fries holds phantom options based on
56,150 ordinary shares, of which 7,712 are currently exercisable. Ms. Spangler
holds phantom options based on 25,000 ordinary shares, of which 8,854 are
currently exercisable. Ms. Wildes holds phantom options based on 25,000 ordinary
shares, of which 8,854 are currently exercisable. Mr. Schneider holds
certificates for 161,459 ordinary shares, of which 151,042 are subject to our
repurchase right, which expires 26 March 2003. Mr. Riordan holds currently
exercisable options for 300,000 ordinary shares, of which 181,250 are subject to
our repurchase right, which expires 26 March 2003. Mr. Bracken holds phantom
options based on 25,000 ordinary shares, of which 4,166 are currently
exercisable. Mr. Tuijten holds phantom options based on 25,000 ordinary shares,
of which 4,166 are currently exercisable. Mr. Kovacs holds phantom options based
on 25,000 ordinary shares, of which 4,166 are currently exercisable. Mr.
Musselman holds phantom options based on 50,000 ordinary shares, of which 8,333
are currently exercisable. Mr. O'Neill holds phantom options based on 15,000
ordinary shares, of which 2,500 are currently exercisable.
With respect to the chello broadband phantom options, the Company may
elect to pay such options in cash, in shares of Class A common stock of UGC, in
the Company's ordinary shares A, or in shares of chello broadband, if the shares
are publicly traded. In each case and as a group, such ownership is less than 1%
of chello broadband's outstanding ordinary shares.
Many of the Company's executive officers and Supervisory Directors also
beneficially own shares of Class A and/or Class B common stock of UGC, the
Company's majority shareholder. Mr. Fries holds 120,182 shares of Class A common
stock and currently exercisable options to purchase 213,373 shares of Class A
common stock. In addition, The Fries Family Partnership LLLP holds 140,792
shares of Class A common stock and 91,580 shares of Class B common stock. Mr.
Fries disclaims beneficial ownership of the securities held by the Partnership,
except to the extent of his pecuniary interest therein. Mr. Cole holds 112,708
shares of Class A common stock and currently exercisable options to purchase
66,041 shares of Class A common stock. Ms. Spangler holds 56,526 of Class A
common stock and currently exercisable options to purchase 151,417 shares of
Class A common stock. Ms. Wildes holds 16,956 shares of Class B common stock and
currently exercisable options to purchase 146,165 shares of Class A common
stock. Ms. Wildes' spouse holds 6,000 shares of Class A common stock and
currently exercisable options to purchase 21,415 shares of Class A common stock.
In addition, 400,000 shares of Class B common stock are held by a Trust to which
Ms. Wildes disclaims beneficial ownership therein, except to the extent of her
pecuniary interest in the Trust. Mr. Schneider holds 126,686 shares of Class A
common stock and 170,736 of Class B common stock. In addition, The MLS Family
Partnership LLLP holds 256,541 shares of Class A common stock and 410,000 shares
of Class B common stock to which Mr. Schneider disclaims beneficial ownership,
except to the extent of his pecuniary interest therein. Mr. Schneider also holds
currently exercisable options to purchase 38,877 shares of Class A common stock.
Mr. Riordan holds 782,263 shares of Class A common stock and currently
exercisable options to purchase 18,802 shares of Class A common stock. Mr.
Kovacs holds 40,000 shares of Class A common stock, 72,804 shares of Class B
common stock and currently exercisable options to purchase 267,500 shares of
Class A common stock.
PROPOSAL 1
AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
The Supervisory Board has proposed an amendment to the articles of
association of the Company to create the possibility for the Company to issue
preference shares A with a nominal value of EUR 1.-- each, the specific terms
and conditions whereof shall be determined in the resolution to issue these
shares.
The holders of the priority shares have adhered to this proposal.
The shareholders are being asked to approve the amendment and to
authorize each member of the Board of Management of the Company, as well as each
(deputy) civil law notary of Allen & Overy, advocates and civil law notaries in
Amsterdam, to apply for the ministerial statement of no objections on the draft
deed of amendment of the articles of association, to amend said draft in such a
way as might appear necessary in order to obtain the statement of no objections
and to execute the deed of amendment of the articles of association.
A copy of the proposed amendment is attached as Schedule A.
The absolute majority of the votes cast at the Extraordinary Meeting is
required to approve the proposed amendment.
THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
PROPOSED AMENDMENT OF THE ARTICLES OF ASSOCIATION, AND PROXIES EXECUTED AND
RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
DESCRIPTION OF CONVERTIBLE PREFERENCE SHARES
The Company has agreed to issue 12,500 shares of Series 1 Convertible
Class A Preference Shares ("Preference Shares") in a private placement to
institutional investors, including UGC, in consideration for $1.2 billion ((a)
1.4 billion) in cash. The amendment is required to permit the issuance of the
preference shares. The Company plans to issue the preference shares following
approval of the amendment. The proceeds from the sale of the preference shares
will be used for general corporate purposes.
The preference shares will be senior to all classes of ordinary shares.
Each Preference Share will be entitled to one vote. Prior to 30 April 2010,
holders of Preference Shares will not be entitled to receive dividends or
distributions, other than distributions upon liquidation, winding up or
dissolution of the Issuer. The liquidation preference of the preference shares
will increase at a rate of 8% per annum, compounded quarterly.
Each outstanding preference share may be converted at any time at the
option of the holder into such number of fully paid and nonassessable ordinary
shares A as is equal to the liquidation preference per preference share divided
by an initial conversion price of EUR 35.455 (the "conversion price"). The
conversion price is subject to adjustment upon the occurrence of certain events.
The Company has the right to require conversion of all of the preference shares
into ordinary shares A as follows:
o after the 18 month anniversary of the issuance of the preference shares
if the closing price of the ordinary shares A has exceeded 150% of the
conversion price for at least 20 trading days within any 30 consecutive
trading day period, and
o after the third anniversary of the issuance of the preference shares if
the closing price of the ordinary shares A has exceeded 130% for at
least 20 trading day period.
If the Company undertakes a conversion prior to the fourth anniversary of the
issuance of the preference shares, the Company will also pay an amount, in cash,
ordinary shares A or shares of UGC's Class A common stock, equal to the net
present value of the amount the liquidation preference would increase between
the conversion date and the fourth anniversary of the date of issuance of the
preference shares.
The preference shares may not be redeemed prior to the fourth
anniversary of the issuance date. On or after the fourth anniversary of the
issuance date, subject to applicable Dutch law, the preference shares may be
redeemed, in whole or in part, at the Company's option in cash, by delivery of
fully paid and nonassessable ordinary shares, by delivery of fully paid and
nonassessable shares of UGC's Class A Common Stock, or a combination of both.
In the event of liquidation, winding up or dissolution of the Company
on or prior to 30 April 2010, the preference shares will rank on a parity with
the Company's ordinary shares and the amount payable with respect to the
preference shares will be equal to the amount that would have been payable in
ordinary shares if the preference shares had been converted into ordinary shares
immediately prior to the distribution date. Upon any voluntary or involuntary
liquidation, winding up or dissolution of the Company that becomes effective
after 30 April 2010, holders of preference shares will rank senior to all
classes of ordinary shares and will be entitled to be paid a liquidation
preference out of assets of the Company available for distribution.
INTERESTS OF SUPERVISORY DIRECTORS
UGC has agreed to purchase $250 million ((a) 298 million) of the
preference shares. Messrs. Fries and Cole and Ms. Spangler and Ms. Wildes,
members of our Board of Supervisory Directors, and Messrs. Schneider and
Riordan, members of our Board of Management Directors, are also directors and/or
officers of UGC.
OTHER MATTERS
Shareholder Proposals
Any proposal by a shareholder intended to be presented at the fiscal
2001 annual meeting of shareholders must be received by the Company on or before
9 February 2001, to be considered for inclusion in the proxy materials of the
Company relating to such meeting.
Independent Auditors
Representatives of Arthur Andersen, the Company's public accountants,
are not expected to be present at the extraordinary meeting of shareholders.
INFORMATION INCORPORATED BY REFERENCE
The following sections of the documents (the "Reports") that have been
filed with the Securities and Exchange Commission (File No. 000-25365) are
incorporated in this proxy statement by reference and made a part hereof.
1. Items 6, 7, 7A 8 and 9 of our Annual Report on Form 10-K for the year
ended 31 December 1999.
2. Items 1, 2 and 3 of our Quarterly Reports on Form 10-Q for the three
months ended 31 March 2000 and 30 June 2000.
You may obtain a copy of any document incorporated by reference in this
proxy statement, free of charge, by requesting them in writing at the following
address: United Pan-Europe Communications, 12 Stanhope Street, London W1Y 5LB,
England, Attn: Investor Relations.
<PAGE>
SCHEDULE A
PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION OF:
United Pan-Europe Communications N.V.
having its official seat in Amsterdam.
Paragraphs 1 to 5 of Article 4 are revised to read as follows:
Article 4. Authorised capital. Classes of shares.
1. The authorised capital amounts to one billion three hundred and fifty-three
million euros (EUR 1,353,000,000.--).
2. It is divided into:
- seven hundred million (700,000,000) ordinary shares A with a
nominal value of one euro (EUR 1.--) each;
- three hundred million (300,000,000) ordinary shares B with a
nominal value of one eurocent (EUR 0.01) each;
- three hundred (300) priority shares with a nominal value of one
euro (EUR 1.--) each;
- forty-nine million nine hundred and ninety-nine thousand seven
hundred (49,999,700) preference shares A divided into series as
provided for in paragraph 3 which are numbered consecutively from
one on, with a nominal value of one euro (EUR 1.--) each; and
- six hundred million (600,000,000) preference shares B with a
nominal value of one euro (EUR 1.--) each.
3. Preference shares A which are issued at the same time and to which are
attached identical rights as those referred to in article 8 paragraph 2,
will form together a separate series of preference shares A and
consequently a separate class of shares. With a resolution of issue of
preference shares A, out of the preference shares A mentioned in paragraph
2 of this article, such number of preference shares A as issued with
identical rights will be indicated with a series number starting from 1 on.
This amendment of paragraph 2 becomes effective upon the deposit at the
Trade Register of the resolution of share issue or an excerpt of such
resolution from which appears the number of shares with identical rights
that have been issued.
4. At the time of issue of preference shares A of a certain class, it can be
determined that these shares, at the request of the company and/or the
request of the holder of such shares and subject to the applicable terms
and conditions, can be converted into ordinary shares, in which case
article 8 paragraphs 3, 4 and 5 shall apply accordingly with respect to the
issue of such preference shares A.
In the event a preference share A of a certain class, in accordance with
the terms of conversion, may be converted into more than one ordinary
share, the balance between the nominal value of the preference share A to
be converted and the sum of the nominal value of the ordinary shares into
which the preference share A can be converted, shall be paid on the account
of the preference premium reserve belonging to the respective converted
preference share A, as referred to in article 9 paragraph 5. A preference
share A of a certain class shall always be converted into at least one
ordinary share.
5. The ordinary shares A and the ordinary shares B may, at the option of the
shareholder, be registered shares or bearer shares. The priority shares,
the preference shares A and the preference shares B shall be registered
shares.
Paragraph B of Article 5 is revised to read as follows:
Article 5. Share Certificates.
B. Certificates of preference shares A.
1. Preference shares A shall be available:
(i) either in the form of an entry in the register of shareholders
without issue of a share certificate; or,
(ii) at the discretion of the Board of Management, in the form of an
entry in the register of shareholders with issue of a share
certificate, which share certificate shall consist of a "mantel"
(main part) only; share certificates of this type are referred to
in these articles of association as "preference share A
certificates".
2. Preference share A certificates shall be available in such denominations as
the Board of Management shall determine.
3. On behalf of the company, all preference share A certificates shall be
signed by or on behalf of a member of the Board of Management; the
signature may be effected by printed facsimile. In addition all preference
share A certificates may be validly signed on behalf of the company by one
or more persons designated by the Board of Management for that purpose.
4. All preference share A certificates shall be identified by numbers and/or
letters and will state the series number of the class concerned.
5. The expression "preference share A certificate" as used in these articles
of association shall include a share certificate in respect of more than
one preference share A.
Paragraph 1 of Article 6 is revised to read as follows:
Article 6. Register of shareholders.
1. No certificates shall be issued for registered ordinary shares, priority
shares and for preference shares B.
Paragraph 1 of Article 7 is revised to read as follows:
Issuance of shares.
Article 7. Body competent to issue shares.
1. Shares shall be issued pursuant to a resolution of the Board of Management.
The resolution shall be subject to the approval of both the Supervisory
Board and the Priority. If the resolution concerns shares (or preference
shares A convertible into such shares) of which the rights in case of
liquidation as referred to in article 45 paragraph 4 (the "Liquidation
Preference") shall rank higher than the preference shares A in issue at
such time, the resolution to issue such shares shall also require the
approval of the meeting of holders of preference shares A of the class of
which the rank will be subordinated to such new shares. Such approval shall
be adopted with a majority of two thirds of the votes cast. The authority
of the Board of Management shall relate to all unissued shares of the
authorised capital, as applicable now or at any time in the future. The
duration of this authority shall be established by a resolution of the
general meeting and shall be for a period of maximum five years, without
prejudice to the provisions of article 46.
Paragraph 2 of Article 8 is revised to read as follows:
Article 8. Conditions of issuance. Rights of pre-emption.
2. In the resolution to issue preference shares A, the following shall also be
determined:
a. the issue price;
b. the amount on which dividends are calculated (the "Yield Basis");
c. the entitlement of the preference shares A concerned to profit
rights as referred to in article 31 paragraph 2;
d. the Liquidation Preference of the preference shares A concerned;
e. the amount that will be paid on the preference shares A in case
of a cancellation as referred to in article 11 paragraph 4;
f. whether with respect to these preference shares A a conditional
resolution to cancel such shares as referred to in article 11
paragraph 3 will be put on the agenda for the firstcoming general
meeting of shareholders; and
g. whether the preference shares A are convertible as referred to in
article 4 paragraph 4 and if so, the terms and conditions of such
conversion right.
The resolution to issue with all conditions applicable to the shares
concerned, will be deposited with the Chamber of Commerce.
Paragraph 2 of Article 9 is revised to read as follows:
Article 9. Payment for shares.
5. For each class of preference shares A, a separate preference premium
reserve will be maintained. The amounts which are paid as premium on the
preference shares of shares A of the respective class, as well as the
consideration exceeding the nominal value received by the company when
selling preference shares A as referred to in article 10 paragraph 5, are
carried to these preference share premium reserves. These reserves qualify
as a reserve as referred to in article 105 paragraph 2 Book2 of the Civil
Code, of which can only be disposed in as far as provided for in these
articles. No amount can be written off from the preference share premium
reserves and no distribution can be made from the preference premium
reserves, except as provided for in article 4 paragraph 4, article 10
paragraph 2, 11 paragraph 1, 32 paragraph 6 and 45 paragraph 4. On a
preference share A no part of the respective preference share premium
reserve can be paid which is larger than the percentage the respective
preference share A forms of all issued preference shares A of the
respective class. If all shares of a certain class of preference shares A
cease to exist, the balance of the respective preference share premium
reserves, if any, will be added to the general reserves of the company. In
case only part of the shares of a certain class of preference shares A
cease to exist, then the respective preference share premium reserve will
be reduced by an amount (which will be added to the general reserve of the
company) equal to the balance of (i) that part of the share premium reserve
which can be attributed to the preference shares A which will cease to
exist pro rata the percentage the disappearing shares form of all issued
preference shares A of the respective class and (ii) the distributions made
in connection with the payments which have been made on the account of the
respective preference share premium reserve, to such disappearing
preference shares A.
In applying this paragraph, a preference share A shall also be deemed to
have ceased to exist when such share is repurchased by the company and
shares held by the company shall not be taken into account in determining
the issued share capital of a certain class of shares.
Paragraph 2 of Article 10 is revised to read as follows:
Own shares and depository receipts thereof.
Article 10.
2. The purchase price of certain class of preference shares A may, with due
observance of the limitations set in paragraph 3 of article 9, be paid out
of the respective preference share premium reserve.
Paragraphs 3 and 4 of Article 11 are revised to read as follows:
Capital reduction.
Article 11.
3. A resolution to cancel all preference shares A of a certain class can be
adopted under the condition precedent that:
(i) the Board of Management, after approval of the Supervisory Board,
and/or
(ii) all holders of preference shares A of the class concerned, has or
have resolved to approve the cancellation; in such case the
resolution to cancel the shares is first effective after the
approval has been granted, notwithstanding what has been provided
in the law with respect to the moment such resolution will become
effective. A resolution to cancel shares as referred to in this
paragraph can only be withdrawn with the approval of the body or
bodies which should have approved the resolution to cancel the
shares.
4. In case of cancellation of preference shares A of a certain class, payment
will be made of:
a. the nominal amount of such shares;
b. the amount as determined at the time of issue of the class of
preference shares A concerned which may comprise:
- a distribution out of the reserves of the company of any
outstanding dividend as referred to in article 31 paragraph 2;
- a distribution out of the reserves of the dividend as meant in
article 31 paragraph 2, calculated over the running financial
year, which dividend shall then be calculated over the period
ending on the date on which the payment shall become payable,
decreased with received interim dividend if any
- distribution of the preference share premium reserve or part
thereof if this has been determined upon the issue of the
preference shares A concerned; and
- an amount equal to the difference of
(i) the net present value of the dividend to be received on the
preference shares A until the first dividend revision date,
as meant in article 31 paragraph 2, which should have been
paid if the shares would not have been cancelled; and
(ii)the net present value of the yield on state bonds with a
duration equal to the remaining period as from the moment of
cancellation until the firstcoming dividend revision date or
- an amount equal to the amount of the Liquidation Preference or a
percentage thereof, which percentage may amount to a maximum of
one hundred and ten per cent (110%).
Any distribution can be made in cash or, wholly or partially, in shares
in another company.
Paragraph 2 of Article 31 is revised to read as follows:
Article 31. Profits. Dividend.
2. Subsequently on each preference share A of a certain class a dividend will
be paid the amount of which, or the way in which it will be calculated,
will be determined at the time of issue of such shares by the corporate
body authorised to issue these shares. This resolution requires approval of
the Supervisory Board. The dividend will be calculated on the Yield Basis
of the preference shares A concerned. It may also be determined at the time
of issue of preference shares A of a certain class: - that the dividend
will be changed and re-assessed at certain dates, or that the method of
calculation will be changed;
- that, in case the profit of a certain financial year is not
sufficient for distribution of the dividend on the preference
shares A of a certain class, the shortfall shall be distributed on
the account of profits in the next financial year or years to the
extent that the profit then is sufficient for such distribution;
- that, in case the profit in any financial year is not sufficient
for distribution of the preference shares A of a certain class the
shortfall, to the extent possible, shall be distributed from the
free distributable reserves of the company;
- that the dividend to be paid on a certain class of preference
shares A will be subordinated to the dividend to be paid on
preference shares A of one or more other classes;
- that the right to dividend or other distributions shall
commence a number of years after the issue of the shares.
Paragraphs 2, 5 and 6 of Article 32 are revised to read as follows:
Article 32. Distribution in shares and to the debit of the reserves.
2. The Board of Management, if authorised to issue the shares concerned as
provided for in article 7, may, subject to the approval of the Supervisory
Board, decide that a distribution on ordinary shares shall not take place
in cash but in ordinary shares in the company.
5. In case of a merger of a subsidiary of the company, the Board of Management
is - provided the Board of Management, in accordance with article 7, is
authorised to issue the shares concerned - authorised to issue shares on
the account of one or more reserves of the company, which do not have to be
maintained by virtue of the law or of these articles. Such resolution shall
require the approval of the Supervisory Board.
6. After approval of the Supervisory Board and approval of the meeting of
holders of the class of preference shares A concerned, the Board of
Management is authorised to repay in whole or in part, the preference share
premium reserve attached to the respective classes of shares. The
resolution of the meeting of holders of the class of preference shares
concerned shall require a two thirds majority of the votes cast.
Paragraphs 3 and 4 of Article 42 are revised to read as follows:
Article 42. Meeting of holders of shares of one class.
3. Resolutions of the meeting of holders of priority shares, preference shares
A and preference shares B may also be adopted in writing without recourse
to a meeting of holders of the class of shares concerned, provided they are
adopted by unanimous votes of all shareholders entitled to vote. The
provisions of article 40 paragraph 8 shall apply accordingly. Each holder
of shares of the class concerned must procure that the Board of Management
is informed in writing of the resolutions made in accordance with this
paragraph as soon as possible. The Board of Management shall keep a record
of the resolutions thus made and shall deposit the records at the offices
of the Company, together with the minutes as referred to in article 39
paragraph 1.
1. The right of inquiry as referred to in article 345 Book 2 Dutch Civil Code
shall also accrue to holders of such number of preference shares A as would
have the right to convert these shares into a nominal amount of ordinary
shares of at least two hundred and twenty-seven thousand (EUR 227,000.--)
according to the conversion provisions at the time a request for such a
inquiry is made, assuming that conversion would be allowed at that moment.
Paragraph 1 of Article 44 is revised to read as follows:
Article 44. Amendment of the articles of association. Dissolution. Merger.
Split-up.
1. A resolution of the general meeting to amend the articles of association,
to dissolve the company or to merge or split the company within the meaning
of Title 7 of Book 2 of the Civil Code, shall only be adopted on a proposal
of the Priority. A resolution to amend the Articles or to merge or to split
the company shall also require the approval of the meeting of holders of
preference shares A of those classes the rights of which will be adversely
affected by such amendment, merger or split. Such approval must be adopted
with a majority of at least two thirds of the votes cast.
<PAGE>
UNITED PAN-EUROPE COMMUNICATIONS N.V.
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF SUPERVISORY DIRECTORS OF
UNITED PAN-EUROPE COMMUNICATIONS N.V. FOR
THE EXTRAORDINARY MEETING OF SHAREHOLDERS TO BE
HELD ON 27 NOVEMBER 2000
The undersigned hereby constitutes and appoints Anton M. Tuijten and Charles
H.R. Bracken, and each or either of them, his true and lawful attorneys and
proxies with full power of substitution, for and in the name, place and stead of
the undersigned, to attend the Extraordinary Meeting of Shareholders of UNITED
PAN-EUROPE COMMUNICATIONS N.V. to be held at the Golden Tulip Grand Hotel
Krasnapolsky, Dam 7, Amsterdam, The Netherlands, on 27 November 2000, at 2:00
p.m., local time, and any adjournment(s) thereof, with all powers the
undersigned would possess if personally present and to vote thereof, as provided
on the reverse side of this card, the number of ordinary shares A (or American
Depository Shares representing ordinary shares) the undersigned would be
entitled to vote if personally present. In accordance with their discretion,
said attorneys and proxies are authorized to vote upon such other matters as may
properly come before the meeting or any adjournment thereof.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF SUPERVISORY DIRECTORS.
THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY
WILL BE VOTED FOR THE PROPOSAL LISTED ON THE REVERSE SIDE.
(TO BE SIGNED AND CONTINUED ON THE REVERSE SIDE)
SEE REVERSE SIDE
<PAGE>
[X] Please mark your vote as in this example.
1. To amend the articles of association of the Company, to create the
possibility for the Company to issue preference shares A with a nominal
value of EUR 1.-- each, the specific terms and conditions whereof shall be
determined in the resolution to issue these shares.
[_] FOR [_] AGAINST [_] ABSTAIN
NOTE: Such other business as may properly come before the meeting or any
adjournment thereof shall be voted in accordance with the discretion of the
attorneys and proxies appointed hereby.
SIGNATURE(S) DATE _________________________
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NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
