§ 2. The presentation of and vote on an agreement
Article 370
1.If a debtor is in a condition in which it is reasonably plausible that he will not be able to proceed with the payment of his debts, he may offer his creditors and his shareholders, or some of them, an arrangement which provides for a change in their rights and which may be homologated by the court in accordance with Article 384.
2.If a third party, including a guarantor and a co-debtor, is liable for a debt of the debtor to a creditor as referred to in subsection 1 or has in any way provided security for the payment of such debt, Section 160 of the Fw shall apply mutatis mutandis, except insofar as it concerns a composition as referred to in Section 372(1). The third party may not take recourse against the debtor for the amount he pays to the creditor after the approval of the agreement. If the third party pays a debt of the debtor or a part thereof, while the creditor is also offered rights for that debt or that part of the debt on the basis of the accord, those rights shall pass to the third party by operation of law if and insofar as, as a result of the payment of the third party and the rights granted on the basis of the accord, the creditor would receive value that exceeds the amount of his claim as it existed before the homologation of the accord.
3.As soon as the debtor starts preparing an arrangement, he shall file a statement evidencing this at the registry of the court, where it shall remain for not more than one year. If a works council or staff representative body has been established under statutory provisions in the company run by the debtor, the statement of commencement shall show how the works council or staff representative body has been informed about the commencement of the preparation of a composition. The filing shall be free of charge. After the debtor submits the agreement to the creditors and shareholders entitled to vote, they may inspect the statement free of charge until the court has decided on the request referred to in Section 383(1), or until the report referred to in Section 382 has been filed and the debtor informs them therein that he will not submit such a request.
4.If the debtor offers the settlement in the context of a public settlement procedure outside of bankruptcy, then as soon as the court has rendered a decision for the first time on the basis of this section, the debtor shall request the clerk of the District Court of The Hague to report without delay in the register referred to in Articles 19 and 19a and in the Staatscourant the information referred to in Article 24 of the ordinance referred to in Article 5, paragraph 3.
5.If the debtor is a legal entity, the management board shall not require the consent of the general meeting or a meeting of holders of shares of a particular class or designation for the offering of an arrangement as referred to in subsection 1 and the execution of an arrangement that has been homologated by the court in accordance with section 384 and, to the extent and for as long as the following deviations are necessary and without prejudice to the principle of equal treatment of shareholders, sections 38, 96, 96a, 99, 100 paragraph 1, 107a and 108a and title 5.3 of Book 2 of the Dutch Civil Code, as well as Section 5:25ka of the Financial Supervision Act and any provisions of the articles of association or arrangements agreed between the legal entity and its shareholders or between two or more shareholders mutually with respect to decision-making by the general meeting or a meeting of holders of shares of a particular class or designation, shall not apply. To the extent that the execution of an agreement requires a resolution of the general meeting or a meeting of holders of shares of a particular class or designation, the agreement homologated by the court in accordance with Article 384 shall take its place.
Article 371
1.Any creditor, shareholder or the works council or employee representation established under statutory provisions at the debtor's company may apply to the court for the appointment of a restructuring expert who may offer a composition to the creditors and shareholders of a debtor, or some of them, in accordance with this section. The debtor may also make such a request. In the latter case, Section 370(5) shall apply mutatis mutandis. If the request is granted, the debtor cannot offer an arrangement pursuant to Section 370(1) for as long as the appointment of the restructuring expert lasts. He may, however, submit an agreement to the restructuring expert with the request to present it to the creditors and shareholders with voting rights, after which the restructuring expert shall comply with this request in a manner and within a term to be determined by him.
2.If the court has not previously rendered a decision under this section, the applicant referred to in subsection 1 shall state in the application which procedure referred to in section 369, subsection 6, he chooses and the reasons for it. The application shall then also contain such information as will enable the court to assess whether it has jurisdiction. If the application is not submitted by the debtor, the court shall give the debtor the opportunity, in a manner and within a period of time to be determined by it, to express an opinion on the choice of one of the proceedings mentioned in Section 369(6). In the event of a dispute thereon, the court shall decide which of the procedures mentioned in Section 369(6) shall apply. Section 370, paragraph 4, shall apply mutatis mutandis, with the proviso that the request referred to in that paragraph may in this case be made by the restructuring expert or the debtor.
3.An application as referred to in subsection 1 shall be granted if the debtor is in a condition as referred to in section 370, subsection 1, unless it appears summarily that the interests of the joint creditors are not served thereby. An application for the appointment of a restructuring expert shall in any event be granted if it is submitted by the debtor himself. This also applies in principle if the request is supported by the majority of the creditors, on the understanding that in that case the fifteenth paragraph shall apply without prejudice. If the request is granted, the court will appoint a restructuring expert who is adequately trained and has the expertise required for his duties. If a works council or staff representative body has been established under statutory provisions at the enterprise run by the debtor, the court shall make the designation conditional upon the restructuring expert informing this works council or staff representative body of his designation as soon as possible. Upon designation:
a.the court shall take into account the specifics of the case, including any cross-border elements, and the experience and expertise of the restructuring expert; and
b.the court uses a procedure and conditions that are clear, transparent and fair.

4.The court may appoint one or more experts to investigate whether a condition referred to in the preceding paragraph exists. Article 378, paragraph 6, first and fourth sentences, and paragraphs 7 and 8 of this article shall then apply mutatis mutandis.
5.On an application as referred to in subsection 1, the court shall decide only after it has given the applicant, as referred to in subsection 1, the debtor and the observer, as referred to in section 380, if one has been appointed, in a manner and within a period of time to be determined by it, the opportunity to give their views. This shall also apply to the decisions referred to in paragraphs 10, 12 and 13. In the latter three cases, the court shall also summon the restructuring expert to be heard.
6.The restructuring expert shall perform his or her duties effectively, impartially and independently.
7.The restructuring expert shall be entitled to consult the debtor's books, records and other data carriers which he considers necessary for the proper performance of his duties.
8.The debtor or its managing directors and the shareholders and supervisory directors if there are any, as well as those employed by the debtor, shall be obliged to furnish the restructuring expert with all information as may be required of them, in the manner therein stipulated. They shall inform the restructuring expert of their own accord of facts and circumstances of which they know or ought to know that they are of importance to the restructuring expert for the proper performance of his task, and shall give all cooperation required for that purpose.
9.Except as part of the application of the provisions of this section, the restructuring expert shall not share the information obtained with third parties.
10.The court shall determine the salary of the restructuring expert on the basis of principles reflecting the importance of efficient handling of the agreement procedure. The court shall also determine a maximum amount that the work of the restructuring expert and third parties consulted by him may cost. This amount may be increased by the court during the process at the request of the restructuring expert. Unless otherwise agreed, the debtor shall pay these costs, provided that if the request to appoint a restructuring expert is supported by the majority of the creditors, the creditors shall bear the costs. For this purpose, the court may attach the condition of providing security or crediting an advance to the court's account. If the petition for the appointment of a restructuring expert is supported by the majority of the creditors, the petitioner shall state in the petition the maximum amount which, in his opinion, the work of the restructuring expert and the third parties consulted by him may cost, and shall make a statement as to how the creditors will bear these costs.
11.The restructuring expert shall not be liable for damages resulting from the attempt to effect a settlement in accordance with this section unless he is personally seriously culpable for not having acted as may reasonably be required of a restructuring expert possessing sufficient insight and experience who performs his duties with diligence and commitment.
12.As soon as it becomes clear that it is not possible to reach an agreement in accordance with this section, the restructuring expert shall notify the court and request the withdrawal of his designation.
13.The designation shall end by operation of law as soon as the court homologates the composition in accordance with Article 384, unless the court stipulates in its homologation decision that it shall continue for a period to be determined by it. In addition, the court may at any time dismiss a restructuring expert, after having heard him or properly summoned him, and replace him with another, either at his own request or at the request of one or more creditors or ex officio.
14.If the court has not previously rendered a decision under this section and derives its jurisdiction from the regulation referred to in Article 5, paragraph 3, the order of designation shall state whether it is main insolvency proceedings or territorial insolvency proceedings within the meaning of the regulation. Any creditor who has not already been given the opportunity to make his views known on the basis of the fifth paragraph may, for eight days after the notification referred to in Article 370, fourth paragraph, oppose it on the grounds of lack of international jurisdiction as referred to in Article 5, first paragraph, of the said Regulation.
15.If an application as referred to in paragraph 1 relates to a debtor running an SME enterprise or to a debtor belonging to a group as referred to in Section 24b of Book 2 of the Civil Code running an SME enterprise, and a statement as referred to in Section 370(3) has not already been filed with the registry of the court at the time the application is made, the court shall grant such application only if the debtor consents thereto. If the debtor is a legal entity, the shareholders may not unreasonably prevent the board from giving its consent. If the court finds that the board has no good reason for refusing to consent, it may determine that its decision has the same force as the board's consent.
Article 372
1.An arrangement as referred to in Section 370, subsection 1, may also provide for the modification of creditors' rights vis-à-vis legal entities which together with the debtor form a group as referred to in Section 24b of Book 2 of the Civil Code provided that:
a.the rights of such creditors against the legal persons concerned serve to satisfy or secure the performance of obligations of the debtor or of obligations for which such legal persons are liable with or in addition to the debtor;
b.the legal entities in question are in a state referred to in Article 370, paragraph 1;
c.the legal entities concerned have agreed to the proposed amendment or the arrangement is offered by a restructuring expert referred to in Article 371, and
d.the court would have jurisdiction if these legal entities themselves were to offer a settlement under this section and file a petition as provided in Section 383(1).

2.In the case of an agreement referred to in paragraph 1:
a.the debtor, or the restructuring expert referred to in article 371, also provides the information referred to in article 375 with respect to the legal entities referred to in subsection 1, and
b.the court, when dealing with the petition for homologation, shall review ex officio or on request whether the accord complies with article 384 with respect to these legal entities.

3.The debtor or the restructuring expert if appointed shall be exclusively authorized to file applications with the court for the benefit of the legal entities referred to in subsection 1 as referred to in sections 376(1), 378(1), 379(1) and 383(1).
Article 373
1.If the debtor is in a state referred to in Section 370(1), the debtor or the restructuring expert, if appointed, may propose to an opposing party with whom the debtor has entered into an agreement to amend or terminate that agreement. If the counterparty does not agree to the proposal, the debtor or the restructuring expert may cause the agreement to be terminated in the interim, provided that an agreement has been offered that is homologated by the court in accordance with Article 384 and the court thereby authorizes such unilateral termination. In this case, the termination shall take place by operation of law on the day on which the agreement is homologated by the court by a deadline set by the debtor or the restructuring expert. If this term does not seem reasonable to the court, it may set a longer term when granting its consent, on the understanding that a term of three months from the approval of the accord shall in any case be sufficient.
2.After the unilateral termination referred to in the first paragraph, the other party shall be entitled to compensation for the damage he suffers on account of the termination of the contract. Section 10 of Title 1 of Book 6 of the Civil Code shall apply. The agreement referred to in article 370, paragraph one, may provide for a change in the future right to compensation.
3.The preparation and offering of a composition as referred to in Section 370, subsection 1, and the appointment of a restructuring expert as referred to in Section 371, as well as events and acts directly connected therewith or with the execution of the composition and reasonably necessary therefor, such as the request for and the proclamation of a cooling-off period as referred to in Section 376, shall not be grounds for the modification of obligations or liabilities towards the debtor, for the suspension of the performance of an obligation towards the debtor and for the dissolution of an agreement entered into with the debtor.
4.If a cooling-off period has been declared in accordance with Article 376, then during that period, a default by the debtor in the satisfaction of a debt arising before the cooling-off period shall not be a ground for the modification of obligations or liabilities towards the debtor, for the suspension of the performance of an obligation towards the debtor and for the dissolution of a contract entered into with the debtor insofar as security has been provided for the performance of the new obligations arising during the cooling-off period.
Article 374
1.Creditors and shareholders shall be placed in different classes if the rights they have in a liquidation of the assets of the debtor in bankruptcy or the rights they are offered on the basis of the composition are so different that a comparable position does not exist. In any case, creditors or shareholders who have a different rank in accordance with Title 10 of Book 3 of the Civil Code, another law or a regulation based thereon or an agreement in the recovery of the debtor's assets shall be assigned to different classes.
2.Concurrent creditors are collectively placed in one or more separate classes if:
a.these creditors are, at the time the arrangement is put to the vote in accordance with Section 381, a legal entity as referred to in Sections 395a and 396 of Book 2 of the Civil Code, or a creditor with whom fifty or fewer persons are employed at that time or in respect of whom a statement under the Trade Register Act 2007 shows that fifty or fewer persons are employed with a claim for goods or services supplied or a claim in tort as referred to in Section 162 of Book 6 of the Civil Code, and
b.these creditors are offered a cash payment under the arrangement that is less than 20% of the amount of their claims or are offered a right under the arrangement that represents a value less than 20% of the amount of their claims.

3.Creditors with a priority arising from a pledge or mortgage as referred to in Section 278, subsection 1, of Book 3 of the Civil Code shall be divided into one or more classes of creditors with such priority only for the part of their claim to which the priority applies, unless this does not cause any change in the distribution of the value realized with the composition. For the remaining part of their claim, these creditors are classified in a class of creditors without priority. The determination of the part of the claim for which the priority serves as security is based on the value that would have been expected to be obtained in a bankruptcy according to the legal ranking by this creditor on the basis of his lien or mortgage rights.
Article 375
1.The agreement shall contain all information necessary for the creditors and shareholders entitled to vote to form an informed opinion on the agreement before the vote referred to in Article 381, including:
a.the name of the debtor and, if there is no designation of a restructuring expert, an electronic mailing address at which the debtor can be reached;
b.as applicable, the name of the observer or restructuring expert and an electronic mailing address at which the restructuring expert can be reached;
c.where applicable, the class classification and the criteria according to which creditors and shareholders were assigned to one or more classes;
d.the financial impact of the arrangement by class of creditors and shareholders;
e.the value expected to be realized if the agreement comes to fruition;
f.the proceeds expected to be realized in a liquidation of the debtor's assets in bankruptcy;
g.the principles and assumptions used in calculating the values referred to in points e and f;
h.if the arrangement involves an allocation of rights to creditors and shareholders: the time or times when the rights will be allocated;
i.as applicable,
1°.the new financing that the debtor wishes to enter into in connection with the execution of the arrangement and the reasons why this is necessary, and
2°.a particular transaction which the debtor wishes to enter into in the context of the execution of the composition and which he wishes to have tested by the court when the homologation petition is processed in accordance with Article 384;
j.how creditors and shareholders can obtain further information about the arrangement;
k.the procedure for voting on the agreement and the time by which it will take place or by which the vote must be cast, and
l.to the extent applicable, the manner in which the works council or staff representative body set up at the enterprise operated by the debtor has been asked or will be asked to give advice in accordance with Section 25 of the Works Councils Act.

2.Attached to the agreement are:
a.a statement of all income and expenses supported by proper records, and
b.a list on which:
1°.the creditors and shareholders entitled to vote are mentioned by name or, if this is not possible, the creditors or shareholders are mentioned by reference to one or more categories;
2°.the amount of their claim or the nominal amount of their share is reported and, if applicable, the extent to which that amount is disputed as well as the amount for which the creditor or shareholder is admitted to vote, and
3°.shall be notified in which class or classes they are classified.
c.where applicable, a statement of creditors or shareholders not included in the arrangement, by name or, if this is not possible, by reference to one or more categories, as well as an explanation of why they are not included in the arrangement;
d.information on the financial position of the debtor, and
e.a description of:
1°.the nature, extent and cause of the financial problems;
2°.what attempts have been made to solve these problems;
3°.the restructuring measures that are part of the composition and, if applicable, the consequences of those measures for the employees employed by the debtor;
4°.the manner in which these measures contribute to a solution and the necessary conditions that must be met for this to happen, and
5°.how much time it is expected to take to implement these measures;
f.insofar as applicable, a written statement setting forth what weighty ground is present as a result of which the unsecured creditors referred to in Article 374, Paragraph 2, are offered a cash distribution on the basis of the arrangement that is less than 20% of the amount of their claims or are offered a right under the arrangement that represents a value that is less than 20% of the amount of their claims.

3.By or pursuant to general order in council, it may be determined what information shall be further included in the agreement or in the documents to be attached thereto and the manner in which such information shall be provided, as well as a standard form.
Article 376
1.If the debtor has filed with the registry of the court a declaration as referred to in Article 370, paragraph 3, and has offered or promised to offer an arrangement as referred to in paragraph 1 of that Article within a period not exceeding two months, or a restructuring expert has been appointed by the court in accordance with Article 371, the debtor or the restructuring expert may request the court to declare a cooling-off period.
2.During the cooling off period, which is for a period not exceeding four months:
a.any authority of third parties to recover assets belonging to the debtor's estate or to claim assets under the debtor's control may not be exercised except with the court's authorization, provided that such third parties have been informed of the proclamation of the cooling-off period or are aware that an agreement is being prepared;
b.the court may lift attachments at the request of the debtor or the restructuring expert if appointed, and
c.the processing of an application for the granting of a moratorium, a self-declaration or an application for a declaration of bankruptcy filed by a creditor against the debtor shall be suspended.

3.Section 371(2), first, second and fifth sentences, shall apply mutatis mutandis.
4.The request referred to in subsection 1 shall be granted if it is shown summarily that:
a.this is necessary to continue the debtor's business during the preparation and negotiation of an arrangement or to enable the controlled winding up of the debtor's business through an arrangement, and
b.at the time the cooling-off period is declared, it is reasonable to assume that the interests of the debtor's joint creditors will be served thereby and the third parties referred to in subsection (2), garnishee and creditor who filed the bankruptcy petition, will not be substantially prejudiced in their interests.

5.If the debtor or the restructuring expert, if appointed, so requests before the expiration of the deadline for the cooling-off period referred to in subsection 2, the court may extend such period by a period to be determined by it, provided that the total period including extensions cannot exceed eight months. In its application, the debtor or the restructuring expert shall demonstrate plausibly that significant progress has been made in reaching the agreement. The latter is deemed to be the case in any case if a request for homologation of the composition as referred to in Article 383, paragraph 1, has been filed.
6.Notwithstanding paragraph 5, the total period of the cooling-off period including extensions may not exceed four months if:
a.the cooling-off period was requested in the context of a closed composition procedure outside bankruptcy, and
b.the center of the debtor's main interests referred to in article 3, paragraph 1, of the regulation, mentioned in article 5, paragraph 3, in the three months preceding the time when the court first made a decision on the basis of this section or moved from another member state on the basis of article 42a.

7.In the event that the debtor has established a pledge in accordance with Section 239, subsection 1, of Book 3 of the Civil Code on a registered claim or on the usufruct of such claim, the pledgee shall not be entitled during the cooling-off period to make the notification referred to in subsection 3 of that Section or to take payments or to set off payments against a claim against the debtor, provided that the debtor provides adequate substitute security for the pledgee's recourse pursuant to that pledge.
8.Sections 241a, paragraphs 2 and 3, and 241c shall apply mutatis mutandis, with the understanding that the corresponding application of section 241a, paragraph 3, refers to a term imposed on the debtor.
9.At the request of the third parties referred to in the second paragraph, garnishee and creditor who filed the bankruptcy petition, the court may make provisions as referred to in article 379 in its decision to declare a cooling-off period or during the period during which it applies. When declaring a general cooling-off period, the court may appoint an observer referred to in Article 380, if it deems it necessary to protect the interests of creditors or shareholders.
10.The court may grant an authorization referred to in subsection (2)(a) if it is reasonable to assume that the third party's interests will be substantially prejudiced by the inability to exercise the power referred to in that subsection.
11.If the first and fourth paragraphs are no longer complied with, the court shall cancel the cooling-off period. It may do so ex officio or at the request of the debtor, the observer if appointed, the restructuring expert if appointed, or the third parties referred to in the second paragraph, garnishee and creditor who filed the bankruptcy petition.
12.The court shall not decide on the granting of an authorization referred to in subsection 2 (a) or requests referred to in subsections 5, 9 and 11 until after it has given the debtor or the restructuring expert, if appointed, the observer, referred to in Section 380, if appointed, as well as the third parties referred to in subsection 2, garnishee and creditor who has filed the petition for bankruptcy, an opportunity to express their views in a manner and within a time limit to be determined by it.
13.Section 371(14) shall apply mutatis mutandis.
14.The application for a moratorium, the self-declaration or the application for a declaration of bankruptcy referred to in subsection (2)(c) shall lapse by operation of law as soon as the court has homologated the composition in accordance with Section 384. If, at the time the creditor filed the petition for bankruptcy, he was not aware that an agreement was being prepared, the court shall decide whether the debtor must reimburse the costs of the proceedings incurred by the creditor.
Article 377
1.If before the proclamation of the cooling-off period referred to in Article 376, the debtor had the power to use, consume or dispose of goods, or to collect receivables, this power shall continue to belong to him during the cooling-off period, insofar as it fits within the normal continuation of the business he conducts.
2.The debtor shall use the power referred to in the first paragraph only if the interests of the third parties involved, are sufficiently safeguarded.
3.The court shall cancel the power referred to in the first paragraph or limit the use of such power at the request of one or more third parties concerned, if the previous paragraph is no longer complied with. The court shall not decide on this matter until it has given the said third parties, the debtor, the restructuring expert referred to in Section 371, if appointed, and the observer referred to in Section 380, if appointed, an opportunity to express their views in a manner and within a term to be determined by it.
Article 378
1.Before the composition has been submitted for a vote pursuant to Section 381(1), the debtor or the restructuring expert referred to in Section 371, if appointed, may request the court to rule on aspects relevant in the context of bringing about a composition pursuant to this section, including:
a.the content of the information contained in the agreement or in the documents attached thereto, as well as the values and assumptions and assumptions used by the debtor, as referred to in Article 375, subsection 1, items e to g;
b.the class division;
c.the admission to vote of a creditor or shareholder;
d.the procedure for voting and within what period of time after the arrangement has been presented to the creditors and shareholders entitled to vote or informed of how they may learn of it, the vote might reasonably be taken;
e.whether, if all classes agree to the accord, a ground for rejection as referred to in Article 384, paragraphs 2 and 3, would still prevent the homologation of the accord;
f.whether, if all classes do not consent to the arrangement, a ground for rejection as referred to in Article 384(2), (3) and (4) would prevent the approval of the arrangement, and
g.or, if the debtor is a legal entity as referred to in article 383, paragraph 2, the board refuses without good reason to consent to the filing of the homologation petition.

2.Article 371(2), first, second and fifth sentences, shall apply mutatis mutandis.
3.The court shall, as far as possible, consider requests made to it pursuant to subsection (1) jointly and shall, as far as possible, dispose of them at a single hearing.
4.If the court is requested, pursuant to paragraph 1, to rule on the admission of a creditor or shareholder to the vote or on the amount of the claim of a creditor entitled to vote or the nominal amount of the share of a shareholder entitled to vote, the court shall determine whether, and up to what amount, such creditor or shareholder shall be admitted to the vote on the composition. Article 147 shall apply mutatis mutandis.
5.If the court is asked to rule on the board's refusal to give the consent referred to therein pursuant to subsection (1)(g) and finds that the board has no good reason for doing so, the court may, at the request of the restructuring expert, determine that its decision shall have the same force as the board's consent.
6.If it considers it necessary in the context of a decision to be made by it, the court may appoint one or more experts to investigate and issue a reasoned report of findings within a period of time to be determined by it, which may be extended if necessary. The experts shall deposit their report at the registry of the court for inspection by creditors and shareholders entitled to vote. Article 371(7) and (8) shall apply mutatis mutandis. The court may at any time, having heard or duly summoned an expert, dismiss him and replace him by another, either at his own request or of its own motion.
7.If information is missing to make the requested decision, the court may grant the debtor or the restructuring expert a reasonable period of time to provide the missing information before making a decision referred to in paragraphs 1 and 4.
8.The court shall not decide as referred to in subsections 1 and 4 until after it has given the debtor, the restructuring expert if appointed, the observer referred to in Section 380, if appointed, and the creditors and shareholders whose interests are directly affected by the decision the opportunity to express their views in a manner and within a term to be determined by it. If the court is asked to make a decision as referred to in the fourth paragraph, the previous sentence shall in any case apply to the creditor or shareholder referred to in that paragraph.
9.Decisions of the court pursuant to this article shall be binding only on those creditors and shareholders who have been given the opportunity by the court to submit a view pursuant to the previous paragraph.
10.Section 371(14) shall apply mutatis mutandis.
Article 379
1.If the debtor has filed with the registry of the court a declaration as referred to in Section 370(3) or a restructuring expert has been appointed by the court in accordance with Section 371, the court may, at the request of the debtor or the restructuring expert or of its own motion, make such provisions and make such provisions as it deems necessary to safeguard the interests of the creditors or shareholders.
2.Section 371(2), first, second and fifth sentences, and fourteenth paragraph, shall apply mutatis mutandis.
Article 380
1.If the composition is prepared by the debtor in accordance with Article 370, a provision referred to in Article 379 may be the appointment of an observer. The task of this observer shall be to supervise the preparation of the composition, having regard to the interests of the joint creditors. The court shall appoint an observer who is adequately trained and has the expertise required for his duties. Upon appointment:
a.the court shall take into account the specifics of the case, including any cross-border elements, and the experience and expertise of the observer, and
b.the court uses a procedure and conditions that are clear, transparent and fair.

2.As soon as it becomes clear that the debtor will not succeed in reaching an agreement in accordance with this section or that the interests of the joint creditors will be harmed, the observer shall notify the court accordingly. In such case, the court shall give the observer and the debtor, in such manner and within such period of time as it may determine, an opportunity to express their views and shall draw such consequences as it may deem advisable. Such a consequence may be that the court appoints a restructuring expert as referred to in Article 371.
3.If after the appointment of an observer a request is filed for the appointment of a restructuring expert as referred to in Article 371 and the court grants this request, it shall thereby revoke the appointment of the observer.
4.Article 371, paragraph 2, first, second and fifth sentences, and paragraphs 5 through 14, shall apply mutatis mutandis.
Article 381
1.The debtor or the restructuring expert referred to in Article 371, if appointed, shall present the arrangement to the creditors and shareholders entitled to vote, or notify them how they may take cognizance thereof, for a reasonable period, which in any event shall not be less than eight days, before the vote is taken, so that they may form an informed opinion thereon.
2.Entitled to vote are creditors and shareholders whose rights are modified on the basis of the Arrangement.
3.If the debtor or the restructuring expert offers a composition which also relates to rights of action in respect of which it applies that the economic interest lies wholly or predominantly with a person other than the creditor and as a result of which such other person is in a position which, given the circumstances of the case, must reasonably be equated with that of a creditor as referred to in subsection 2, the debtor or the restructuring expert may invite such other person instead of the creditor to vote on the composition as he sees fit. In such case, the provisions of this Section with respect to the creditor shall apply to the other person.
4.If the debtor or the restructuring expert offers a composition which also relates to shares in respect of which depositary receipts have been issued, the debtor or the restructuring expert may, instead of the shareholder, invite the depositary receipt holder to vote on the composition at its discretion. In that case, the provisions of this section with respect to the shareholder shall apply to the certificate holders. The same applies to usufructuaries.
5.The vote on the composition shall be taken by class of creditors or shareholders, in accordance with the information provided in Section 375(1)(k), at a meeting to be held physically or by electronic means of communication or in writing.
6.A class of creditors has consented to the arrangement if the decision to consent has been made by a group of creditors who together represent at least two-thirds of the total amount of claims belonging to the creditors who voted within that class.
7.A class of shareholders has consented to the agreement if the decision to consent has been taken by a group of shareholders who together represent at least two-thirds of the total amount of issued capital belonging to the shareholders who have cast a vote within that class.
Article 382
1.The debtor or the restructuring expert referred to in Section 371(1), if appointed, shall prepare a report as soon as possible but not later than seven days after the vote, which shall state:
a.the names of the creditors and shareholders or, if this is not possible, a reference to one or more categories of creditors and shareholders, who have cast a vote and whether they have thereby declared themselves in favor of or against the composition, as well as the amount of their claims or the nominal amount of their shares;
b.the result of the vote, and
c.whether the debtor or the restructuring expert intend to file a request as referred to in Section 383(1), and if so, what else occurred around the vote or, if any, at the meeting at which it took place and is relevant in the context of that request.

2.The debtor or the restructuring expert shall without delay enable the creditors and shareholders entitled to vote to inspect the report. If the debtor or the restructuring expert makes a request as referred to in Section 383(1), he shall file the report at the registry of the court. The report shall be available there for inspection free of charge by creditors and shareholders entitled to vote until the court has decided on the request referred to in Section 383(1).