Company and issue

Motivation for the issue

Since the experiments in the 1980's, the Convectron model has made decisive progress in robustness, and has developed to a full and rigorous mathematical description. This provides the motivation for a new call upon the capital market, for raising adequate funds for financing a research, development and demonstration project. The goal of the planned activities is a prototype compact industrial nuclear fusion reactor, based on a concept that has been demonstrated in nature.

Company and Issuer

For this, a new public limited company according to the laws of The Netherlands has been established: Convectron Natural Fusion N.V. (the "Company"). It warrants the rights of both the founders and the original investors in class B shares of the Predecessor, and provides the opportunity for new investments and participation in this concept with a high potential for future large-scale energy production based on nuclear fusion of abundant deuterium.

For raising the needed funds, the Company conducts a first public offering of 24,999 depository receipts in respect of new class B shares of € 0.10 nominal in its capital, at an issue price of € 100.00 per depository receipt. Both the shares and the depository receipts are in registered form. For this purpose, a new shareholding trust foundation according to the laws of The Netherlands has been established: Stichting Administratiekantoor Convectron Natural Fusion (the "Issuer"). It will act as the issuer of the depository receipts, and as the administrator of the underlying shares.

The mechanism of depository receipts

Depositary receipts provide a mechanism to separate the voting right and the economic ownership of shares. The shares are issued to and acquired by a shareholding trust, which in turn issues to the investor one depository receipt for each share it administers.

The depository receipt represents the economic rights that are attached to the share (the rights to any revenues), as well as the right to acquire the underlying share once the depository scheme will be cancelled, and the depository receipts will be exchanged for the shares (conversion). The right to vote remains with the share.

This mechanism as well as the registered form for both underlying shares and depository receipts have been chosen to permit simpler administrative procedures in this phase of the activities. Details of the arrangement concerning the depository receipts are provided in the terms and conditions of the administration.

Voting rights and future conversion

The depository receipts are issued with the cooperation of the Company. This implies that, according to Dutch Civil Code, the depository receipt holders are entitled to most rights that are attached to the underlying shares, but not the right to vote. The Issuer holds the voting rights of the underlying shares.

However, according to the terms and conditions of the administration the Issuer will: (1) enable the depository receipt holders, by a mandate granted by the Issuer, to exercise the voting right attached to the shares; (2) not be entitled to exercise the voting right for the shares for which no mandate will have been granted.

Conversion of the registered shares into bearer shares, and exchange of the depository receipts for the underlying shares, then in bearer form, is foreseen following a future successful completion of the activities as described in the Project plan.