CHAPTER I - COMPOSITION OF THE SUPERVISORY BOARD; POSITIONS; COMMITTEES

1.

Supervisory Board Profile, Size, Expertise and Independence

2.

(Re)Appointment; Term of Office; Resignation

3.

Chairman and Vice-Chairman

4.

Company Secretary

5.

Committees

CHAPTER II - DUTIES AND POWERS

6.

General Duties and Powers; Relation with the Management Board

7.

Duties regarding the Activities of the Management Board Members

8.

Duties regarding the Members and the Performance of the Supervisory Board and Management Board

9.

Certain other Duties of the Supervisory Board

10.

Supervision of Financial Reporting

11.

Duties regarding Nomination and Assessment of External Auditor

12.

Remuneration of Management Board Members

13.

Relation with the Shareholders

CHAPTER III - SUPERVISORY BOARD MEETINGS; DECISION-MAKING

14.

Frequency; Notice; Agenda and Venue of Meetings

15.

Attendance of and Admittance to Meetings

16.

Chairman of the Meeting; Reports

17.

Decision-making within the Supervisory Board

CHAPTER IV - OTHER PROVISIONS

18.

Conflicts of Interests of Supervisory Board Members

19.

Remuneration of Supervisory Board Members

20.

Induction Programme, Ongoing Training and Education

21.

Other Positions

22.

Holding and Trading Securities

23.

Confidentiality

24.

Miscellaneous

Annex 1

List of definitions

Annex 2

Supervisory Board profile

Annex 3

List of action requiring approval Supervisory Board

Annex 4

List of information to be included in the Supervisory Board Report

Annex 5

Policy regarding independent external auditor

Annex 6

Information to be included in the Remuneration Report

These By-Laws are established pursuant to article 21.4 of the Company’s Articles of Association and best practice provision III.1.1 of the Dutch Corporate Governance Code.¹

These By-Laws are posted on the Company’s website.²

The Supervisory Board shall prepare a profile of its size and composition, taking account of the nature of the business of the Company and its subsidiaries and the desired expertise and background of the Supervisory Board members (the Supervisory Board Profile). The Supervisory Board Profile will set out the aspects of diversity in the composition of the Supervisory Board that are relevant to the Company as well as the current aim applied by the Supervisory Board in respect of diversity. To the extent that the existing situation deviates from the situation pursued, the Supervisory Board will account for this in the Supervisory Board report and must indicate how and within what term it expects to realise its aim. The current Supervisory Board Profile is attached as Annex 2. The Supervisory Board Profile is made available on written demand to the Company (for the attention of the Company Secretary) and is posted on the Company’s website.³

Until the end of the annual general meeting of shareholders of the Company held in 2013, a maximum of four (4), until the end of the annual general meeting of shareholders of the Company held in 2014, a maximum of three (3) and until the end of the annual general meeting of shareholders of the Company held in 2016, a maximum of two (2) Supervisory Board members, may, in deviation from section 1.5(f) of these By-Laws be affiliated with a legal entity (or a group company thereof) holding at least fifteen percent of the shares in the Company’s capital. Said maximum includes any Supervisory Board member which is appointed with due observance of the pre-nomination rights set out in section 1.4 of these By-Laws.⁴

Dutch Corporate Governance Code, best practice provision III.1.1.

Dutch Corporate Governance Code, best practice provision III.1.1.

Dutch Corporate Governance Code, best practice provision III.3.1.

This constitutes a deviation from Dutch Corporate Governance Code, best practice provision III.2.2.

TA AVG Luxembourg S.à r.l. (TA): one seat

PEF V Information Technology II S.a.r.l (PEF V): one seat.

that a person, including any other persons with whom such person acts in concert, whether directly or indirectly, holds the majority of the shares in the capital of the relevant entity; or

that a person, including any other persons with whom such person acts in concert, whether directly or indirectly, and whether by the ownership of share capital, the possession of voting rights, contract or otherwise, has the power to appoint and/or remove the majority of the members of the board of management, supervisory board or other governing body of the relevant entity, or otherwise has the power to control the management and policies of that entity,

its members are able to act critically and independently of one another, the Management Board and any particular interest;⁵

each Supervisory Board member is capable of assessing the broad outline of the overall policy;⁶

each Supervisory Board member has the specific expertise required to perform his duties within the framework of his role within the Supervisory Board Profile;⁷

the Supervisory Board as a whole matches the Supervisory Board Profile and that the composition of the Supervisory Board is such that it is able to carry out its duties properly. The Supervisory Board will strive for a mixed composition including in respect of sex and age;⁸

at least one Supervisory Board member is a financial expert, in the sense that he has relevant knowledge and expertise of financial administration and accounting for listed companies or other large companies;⁹

subject to the provision in sections 1.2, 1.3 and 1.4, all Supervisory Board members, with the exception of not more than one, are independent within the meaning of section 1.6 of these By-Laws;¹⁰ and

(i) is a current partner or employee of a firm that is the Company’s internal or external auditor, (ii) has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit or (iii) was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time;¹¹

Dutch Corporate Governance Code, best practice provision III.2.

Dutch Corporate Governance Code, best practice provision III.3.

Dutch Corporate Governance Code, best practice provision III.3.

Dutch Corporate Governance Code, best practice provision III.3.

Dutch Corporate Governance Code, best practice provision III.3.2.

Dutch Corporate Governance Code, best practice provision III.2.1.

NYSE §303A.02(b)(iii).

is, or has been within the last three years, employed as an officer of another company where any of the Company’s present officers at the same time serves or served on that company’s remuneration committee;¹²

has temporarily managed the Company during the previous twelve months due to vacant seats on the Management Board, or because Management Board members were unable to perform their duties.¹³

A nomination or recommendation to the General Meeting of Shareholders to appoint a Supervisory Board member must state the candidate’s age, his profession, the amount of the shares he holds in the Company’s capital and the positions he holds or has held, insofar as these are relevant for the performance of the duties of a Supervisory Board member. Furthermore, the legal entities of whose supervisory boards he is also a member of must be listed; if those include legal entities which belong to the same group, reference to that group is sufficient. The nomination or recommendation for appointment or reappointment shall state the reasons on which it is based.¹⁴

Any nomination or recommendation by the Supervisory Board for appointment or reappointment of a Supervisory Board member must be in accordance with section 1 of these By-Laws, including the Supervisory Board Profile. On reappointment, account must be taken of the candidate’s past performance as a Supervisory Board member. A Supervisory Board member is reappointed only after careful consideration.¹⁵

The Supervisory Board will promote that no person is appointed to the Supervisory Board for more than three four-year terms beginning at the closing of the first initial public offering of the shares in the capital of the Company.¹⁶

Supervisory Board members shall retire periodically in accordance with a rotation plan to be drawn up by the Supervisory Board in order to avoid, as far as possible, a situation in which too many Supervisory Board members retire at the same time.¹⁷ The Supervisory Board may at any time amend the rotation plan. Amendments to the rotation plan, however, do not permit a sitting member of the Supervisory Board to remain in office for a longer period than appointed for, or allow that he

NYSE §303A.02(b)(iv).

Dutch Corporate Governance Code, best practice provision III 2.2.

Section 2:142 Dutch Civil Code.

Dutch Corporate Governance Code, Principle III.3; Section 2:142 Dutch Civil Code

Dutch Corporate Governance Code, best practice provision III.3.5.

Dutch Corporate Governance Code, best practice provision III.3.6

A Supervisory Board member shall retire early in the event of unacceptable performance, structural incompatibility of interests and in any other instances where deemed necessary by the Supervisory Board.¹⁹

A Supervisory Board member who is temporarily charged with the management of the Company when seats on the Management Board are vacant or Management Board members are unable to fulfil their duties, shall resign from the Supervisory Board.²⁰

The Supervisory Board will elect a Chairman and can elect a Vice-Chairman from among its independent members. The Chairman may not be a former member of the Management Board.²¹

If elected, the Vice-Chairman replaces, and assumes the powers and duties of, the Chairman in the latter’s absence. The Vice-Chairman acts as a contact for the individual members of the Supervisory Board and the Management Board on the performance of the Chairman.²²

The Chairman is primarily responsible for the functioning of the Supervisory Board and its Committees. He shall act as the spokesman of the Supervisory Board and is the main contact for the CEO and the Management Board as a whole. The CEO and the Chairman shall meet on a regular basis. As a general rule, the Chairman presides over General Meetings of Shareholders.²³

Without prejudice to the generality of section 3.3, it is the duty of the Chairman to ensure that:²⁴

Dutch Corporate Governance Code, best practice provision.III.3.6.

Dutch Corporate Governance Code, best practice provision III.1.4.

Dutch Corporate Governance Code, best practice provision III.6.7.

Dutch Corporate Governance Code, best practice provision III.4.2.

Dutch Corporate Governance Code, best practice provision III.4.4.

Dutch Corporate Governance Code, best practice provision III.4.

Dutch Corporate Governance Code, best practice provision III.4.1. For the election of a Vice-Chairman see section 3.1 of these By-Laws.

Company Secretary²⁵

The Supervisory Board may appoint standing and/or ad hoc Committees from among its members, which are charged with tasks specified by the Supervisory Board. The composition of any Committee is determined by the Supervisory Board. The Supervisory Board shall, in any event, establish an Audit Committee, a Remuneration Committee and a Nominations and Governance Committee and ensure that each Committee shall be delegated with at least such power as is required under applicable law and regulation.²⁶

Each Committee must inform the Supervisory Board in a clear and timely way of the manner in which it has used the authority delegated to it and of any major development in the area of its responsibilities. All Supervisory Board members have unrestricted access to all Committee meetings and records. The Supervisory Board shall, within the term specified in the Terms of Reference of the Committee concerned, receive a report from each Committee of its deliberations and findings.²⁷

Dutch Corporate Governance Code, best practice provision III.4.3.

Dutch Corporate Governance Code, best practice provision III.5.

Dutch Corporate Governance Code, best practice provision III.5.3.

The Terms of Reference and the composition of the Committees are posted on the Company’s website.²⁹

The Supervisory Board is charged with the supervision of the Management Board, the general course of affairs of the Company and the business connected with it. The Supervisory Board assists the Management Board with advice.³⁰ The responsibility for the proper performance of its duties is vested collectively in the Supervisory Board.

In performing its duties the Supervisory Board shall act in accordance with the interests of the Company and the business connected with it, taking into consideration the interests of the Company’s stakeholders. The Supervisory Board shall also have due regard for corporate social responsibility issues that are relevant to the Company.³¹ Supervisory Board members shall perform their duties without mandate and independent of any interest in the business of the Company. They should not support one interest without regard to the other interests involved.

The Supervisory Board is responsible for the quality of its own performance.³²

If a takeover bid for shares in the Company is being prepared, the Management Board shall ensure that the Supervisory Board is involved timely and closely in the acquisition process.³³

If a takeover bid has been announced or made and the Management Board receives a request from a competing bidder for information regarding the Company, the Management Board shall discuss such request without delay with the Supervisory Board. ³⁴

NYSE §303A.07(a).

Dutch Corporate Governance Code, best practice provision III.5.1.

Section 2:140 Dutch Civil Code; Dutch Corporate Governance Code, best practice provision III.1.

Section 2:140 Dutch Civil Code; Dutch Corporate Governance Code, best practice provision III.1.

Dutch Corporate Governance Code, best practice provision III.1.

Dutch Corporate Governance Code, best practice provisions II.1.10.

Dutch Corporate Governance Code, best practice provisions II.1.11

The Supervisory Board and its individual members each has responsibility for obtaining all information from the Management Board and the External Auditor needed to enable them to carry out their duties properly as a supervisory body. If deemed necessary by the Supervisory Board, it may obtain information from officers and external advisers of the Company. The Company must provide the necessary means for this purpose. The Supervisory Board may require that certain officers and external advisers attend its meetings.³⁵

The supervision of the Management Board by the Supervisory Board shall include: (i) achievement of the Company’s objectives; (ii) the strategy and risks inherent in the Company’s business activities; (iii) the structure and operation of the internal risk management and control systems; (iv) the financial reporting process; (v) compliance with legislation and regulations; (vi) the relationship with the shareholders of the Company and (vii) the corporate social responsibility issues that are relevant to the Company.³⁶

The Supervisory Board shall discuss the corporate strategy and the main risks of the business, the result of the assessment by the Management Board of the structure and operation of the internal risk management and control systems, as well as any significant changes thereto at least once a year.³⁷

Dutch Corporate Governance Code, best practice provision III.1.9.

Dutch Corporate Governance Code, best practice provision III.1.6.

Dutch Corporate Governance Code, best practice provision III.1.8; see also Section 2:141 Dutch Civil Code.

the selection and nomination of members of the Management Board,³⁸ the submission of proposals for the remuneration policy for members of the Management Board to the General Meeting of Shareholders, the determination of the remuneration (in accordance with said remuneration policy) and the contractual employment conditions of Management Board members;³⁹

the determination of the number of Management Board members, the designation of the CEO, the approval (or proposal, where useful) of changes to the division of tasks within the Management Board or of the By-Laws of the Management Board⁴⁰ and the assessment of the functioning of the Management Board and its individual members;

the approval of additional positions of the Management Board to the extent required under the By-Laws of the Management Board;⁴¹ and

the addressing of conflict of interest issues between the Company and members of the Management Board.⁴²

See also section 1.1 of the By-Laws Supervisory Board and the terms of reference selection and appointment committee.

See also section 12 of these By-Laws, the terms of reference of the remuneration committee and section 16 of the Management Board By-Laws.

See also section 1 of the Management Board By-Laws.

See also section 17 of the Management Board By-Laws.

See also section 15 of the Management Board By-Laws; Dutch Corporate Governance Code, best practice provision III.6.5.

the addressing of conflict of interest issues between the Company and members of the Supervisory Board.⁴³

At least once a year the Supervisory Board shall, without the Management Board being present, discuss its own functioning, and that of its individual members, and the conclusions that may be drawn on the basis thereof. The desired profile, composition and competence of the Supervisory Board shall also be discussed. At least once a year the Supervisory Board shall also, without the Management Board being present, discuss the functioning of the Management Board as a body and the functioning of its individual members, and the conclusions that may be drawn on the basis thereof.⁴⁴

the handling of complaints about alleged irregularities regarding the functioning of members of the Management Board;⁴⁵

The Supervisory Board shall draw up a report to be included in the annual statement of the Company describing its activities in the financial year concerned and containing the specific statements and information listed in Annex 4.⁴⁶

The Supervisory Board and the Management Board are jointly responsible for the corporate governance structure of the Company, compliance with the Dutch Corporate Governance Code and any other applicable legislation and regulations.⁴⁷

The Supervisory Board supervises compliance with internal procedures established by the Management Board for the preparation and publication of the Annual Report, the Annual Accounts, the quarterly and half-yearly figures and ad hoc financial information as described in Annex 2 of the Terms and Reference of the Audit Committee.⁴⁸ The Supervisory Board also supervises the establishment and maintenance of internal control mechanisms for external financial reporting as described in section 7.1 of the By-Laws of the Management Board.⁴⁹

See also section 23 of these By-Laws.

Dutch Corporate Governance Code, best practice provision III.1.7.

See also section 5.7 Management Board By-Laws; Dutch Corporate Governance Code, best practice provision II.1.7.

Dutch Corporate Governance Code, best practice provision III.1.2.

Dutch Corporate Governance Code, Principe I.

Dutch Corporate Governance Code, best practice provision V.1.1.

Dutch Corporate Governance Code, best practice provision V.1.3.

The External Auditor shall in any event attend the part of the meeting of the Supervisory Board at which the report of the External Auditor with respect to the audit of the Annual Accounts is discussed, and at which a decision will be taken on the adoption of the Annual Accounts. The External Auditor shall receive the financial information underlying the adoption of the quarterly and/or half-yearly figures, and other interim financial reports, and shall be given the opportunity to respond to all information.⁵⁰ The External Auditor shall report his findings in relation to the audit of the Annual Accounts to the Management Board and the Supervisory Board simultaneously.⁵¹

The line of contact between the Supervisory Board and the External Auditor is in principle through the chairman of the Audit Committee. The Audit Committee is the first contact for the External Auditor if any irregularities in the contents of the financial reports are discovered.⁵²

The Management Board and the Audit Committee shall report their dealings with the External Auditor to the Supervisory Board on an annual basis, including their assessment of the External Auditor’s independence (for example, the desirability of rotating the responsible partners of the External Auditor and the desirability of the External Auditor providing both auditing and non-audit services to the Company). The Supervisory Board shall take this into account when deciding its nomination to the General Meeting of Shareholders for the appointment of an External Auditor.⁵³

Dutch Corporate Governance Code, best practice provision V.4.1.

Dutch Corporate Governance Code, best practice provision V.4.

Dutch Corporate Governance Code, best practice provision III.5.5.

Dutch Corporate Governance Code, best practice provision V.2.2.

Conflicts of interest and potential conflicts of interest between the External Auditor and the Company shall be resolved in accordance with the policy laid down in Annex 5 or, to the extent not dealt with in Annex 5, in the manner determined by the Supervisory Board at the recommendation of the Audit Committee. Management Board members and Supervisory Board members must inform the chairman of the Audit Committee of issues that may compromise the required independence of the External Auditor or that may give rise to a conflict of interest or a potential conflict of interest between the External Auditor and the Company, when brought to their attention.⁵⁵

The Supervisory Board shall be responsible for the remuneration structure of the Management Board. This remuneration structure, including severance payment, shall be simple and transparent. It shall promote the interests of the Company in the mid to long term.⁵⁶

The Supervisory Board will propose to the General Meeting of Shareholders for adoption, a remuneration policy. Before drawing up the remuneration policy and prior to determining the remuneration of individual members of the Management Board, the Supervisory Board shall analyse the possible results of the variable remuneration components and how they may affect the remuneration of the members of the Management Board. The Supervisory Board shall determine the level and structure of the remuneration of the members of the Management Board by reference to the scenario analyses carried out and with due regard for the pay differentials within the organisation. In determining the level and structure of the remuneration of the members of the Management Board, the Supervisory Board shall take into account, among other things, the trend in results, the share price performance and non-financial indicators that are relevant for the long term objectives of the Company, with due regard to the risks that variable remuneration implies for the organisation.⁵⁷

The Remuneration Committee shall annually on behalf of the Supervisory Board prepare a Remuneration Report, which contains an account of the manner in which the remuneration policy has been implemented in the past financial year, as well as an overview of the remuneration policy for Management Board members planned by the Supervisory Board for the next financial year and subsequent years.⁵⁸ This overview shall, in any event, contain the information as set out in Annex 6.⁵⁹ The Remuneration Report is posted on the Company’s website.⁶⁰

The remuneration policy planned for the next financial year and subsequent years as specified in the Remuneration Report shall be submitted to the General Meeting of Shareholders for adoption.⁶¹ Every change to the remuneration policy shall also be submitted to the General Meeting of Shareholders for approval. Schemes whereby Management Board members are remunerated in the

Dutch Corporate Governance Code, best practice provision V.2.3.

Dutch Corporate Governance Code, best practice provision III.6.5.

Dutch Corporate Governance Code, best practice provision II.2.

Dutch Corporate Governance Code, best practice provisions II.2.1 to II.2.3.

Dutch Corporate Governance Code, best practice provision II.2.9; see also section 16.4 of these By-Laws.

Dutch Corporate Governance Code, best practice provision II.2.10.

Dutch Corporate Governance Code, best practice provision II.2.13

Dutch Corporate Governance Code, best practice provision II.2 ; Section 2:135 Dutch Civil Code.

The Supervisory Board shall determine the remuneration of the individual Management Board members on a proposal by the Remuneration Committee, within the scope of the remuneration policy adopted by the General Meeting of Shareholders.⁶²

The Supervisory Board shall have the power to adjust upwards or downwards the value of a variable remuneration component conditionally awarded in a particular financial year if in its opinion such value produces an unfair result due to extraordinary circumstances in the period in which the performance criteria determined beforehand are or should be realised.⁶³

The Supervisory Board shall have the power to claim back from the Management Board members a variable remuneration component granted on the basis of incorrect (financial) information (claw back section).⁶⁴

The main features of the contract of a Management Board member with the Company shall be published on the Company’s website at the latest at the date of the notice convening an annual general meeting of shareholders at which the appointment of the member of the Management Board concerned shall be proposed. The features disclosed are in any event the amount of fixed salary, the structure and amount of the variable remuneration component, any redundancy scheme and/or severance pay agreed, any conditions of a change of control section in the contract of the member of the Management Board concerned and any other remuneration components, pension arrangements and performance criteria to be applied.⁶⁵

If a Management Board member or former Management Board member is paid severance pay or other special compensation during a given financial year, an account and an explanation of this remuneration or compensation must be included in the Remuneration Report.⁶⁶

Where appropriate, the Supervisory Board shall provide all shareholders and other parties in the financial markets with equal and simultaneous information about matters that may influence the share price.⁶⁷ The disclosure shall be consistent with the requirements of the Company’s Disclosure Policy.

The Management Board and the Supervisory Board shall provide the General Meeting of Shareholders in time with all information that it requires for the exercise of its powers.⁶⁸

The Management Board and the Supervisory Board shall endeavour to procure that the General Meeting of Shareholders is provided with all requested information in time, unless this would be contrary to an overriding interest of the Company. If the Management Board or the Supervisory Board invoke an overriding interest, they must give the reasons.⁶⁹

Dutch Corporate Governance Code, best practice provision, II.2; Section 2:135 Dutch Civil Code.

Dutch Corporate Governance Code, best practice provision II.2.10.

Dutch Corporate Governance Code, best practice provision II.2.11.

Dutch Corporate Governance Code, best practice provision II.2.14.

Dutch Corporate Governance Code, best practice provision II.2.15.

Dutch Corporate Governance Code, best practice provision IV.3.

Dutch Corporate Governance Code, best practice provision IV.3.

Dutch Corporate Governance Code, best practice provision IV.3.5.

If one or more shareholders intend to request that an item be put on the agenda which may lead to a change of strategy of the Company, such as the removal of one or more members of the Management Board or the Supervisory Board, the Management Board shall respond to such request within a reasonable period of time (the response time). The response time shall not exceed 180 days, calculated from the date on which the Management Board was informed by one or more shareholders of the intention to put the item on the agenda until the date of the General Meeting of Shareholders at which the item is to be discussed. The Management Board shall use this response time for consultations and constructive negotiations and to explore alternatives, in any case with the shareholders concerned. The Supervisory Board shall supervise this.⁷¹

The Supervisory Board shall endeavour that a report of the General Meeting of Shareholders is made available to the shareholders of the Company by publication on the Company’s website no later than three months after the end of the meeting, following which the shareholders have another three months in which to respond to the report. The report shall then be adopted in the manner provided for in the Articles of Association,⁷² by the chairman and the secretary of the meeting. The provisions of this section 13.9 may be disregarded if a notarial deed is drawn up of the minutes of the proceedings. After adoption, the report (or the minutes as laid down in a notarial deed of proceedings) shall be posted as soon as possible on the Company’s website, in any case before the end of the first next held General Meeting of Shareholders. Resolutions adopted by the General Meeting of Shareholders shall also be posted on the Company’s website as soon as possible after the meeting, in any event before the end of the first next held General Meeting of Shareholders.

The Supervisory Board and the Management Board shall procure that each substantial change to the corporate governance structure of the Company, or the compliance of the Company with the Dutch Corporate Governance Code, is submitted to the General Meeting of Shareholders for discussion under a separate agenda item.⁷³

The Supervisory Board shall ensure that the responsible partner (certifying auditor) of the firm of the External Auditor is present at the General Meeting of Shareholders and that he can address the meeting. The External Auditor may be questioned by the General Meeting of Shareholders in relation to his statement on the fairness of the annual accounts.⁷⁴

Dutch Corporate Governance Code, best practice provision IV 3.8.

Dutch Corporate Governance Code, best practice provisions II.1.9 and IV.4.4.

Dutch Corporate Governance Code, best practice provision IV.3.10.

Dutch Corporate Governance Code, best practice provision I.2.

Dutch Corporate Governance Code, best practice provision V.2.1.

If a Supervisory Board member is frequently absent from Supervisory Board meetings he shall be called to account for this by the Chairman.⁷⁵

Dutch Corporate Governance Code, best practice provision III.1.5.

The Supervisory Board shall decide whether there is a conflict of interest. The Supervisory Board member concerned shall not take part in the assessment by the Supervisory Board of whether a conflict of interest exists.⁷⁶

A conflict of interest exists, in any event, if the Company intends to enter into a transaction with a legal entity: (i) in which a Supervisory Board member personally has a material financial interest; (ii) which has a management board member who has a relationship under family law with a Supervisory Board member;⁷⁷ or (iii) in which a Supervisory Board member has a managerial or supervisory position.⁷⁸

A Supervisory Board member shall not take part in any discussion or decision-making that involves a subject or transaction in relation to which he has a conflict of interest with the Company.⁷⁹

All transactions in which there are conflicts of interest with Supervisory Board members shall be agreed on terms that are customary for arm’s-length transactions in the branch of business in which the Company and its subsidiaries operate. Decisions to enter into transactions in which there are conflicts of interest with Supervisory Board members that are of material significance to the Company and/or to the relevant Supervisory Board members require the approval of the Supervisory Board.⁸⁰

A Supervisory Board member may be granted shares and/or rights to shares in the Company’s capital by way of remuneration.⁸¹

The Company and its subsidiaries do not grant personal loans, guarantees or the like to Supervisory Board members. Loans are not remitted.⁸²

Induction Programme, Ongoing Training and Education⁸³

Dutch Corporate Governance Code, best practice provision III.6.1.

A relationship under family law exists between a child, its parents and their blood relatives (Section 1:197 of the Dutch Civil Code).

Dutch Corporate Governance Code, best practice provision III.6.1 (continued).

Dutch Corporate Governance Code, best practice provision III.6.2.

Dutch Corporate Governance Code, best practice provision III.6.3.

This constitutes a deviation from Dutch Corporate Governance Code, best practice provision III.7.1.

Dutch Corporate Governance Code, best practice provision III.7.4 and also prohibited by Exchange Act Section 13(k).

Dutch Corporate Governance Code, best practice provision III.3.3.

Supervisory Board members shall limit the number and nature of their other positions so as to ensure due performance of their duties as members of the Supervisory Board. They will hold no more than five memberships of supervisory boards in Dutch listed companies, with a chairmanship counted twice.⁸⁴

Any shareholding in the Company by Supervisory Board members is for the purpose of long-term investment.⁸⁵

Supervisory Board members must ensure at all times that the ownership of and transactions in securities other than those issued by the Company do not jeopardize the best interest of the Company and will not create any (structured) conflict for them with the interest of the Company. Also, they will be obliged to provide full disclosure to the Company of such ownership and transactions if the Supervisory Board so determines.⁸⁶

Dutch Corporate Governance Code, best practice provision III.3.4.

Dutch Corporate Governance Code, best practice provision III.7.2.

Dutch Corporate Governance Code, best practice provisions III.6.5.

The Supervisory Board shall discuss at least once a year, without the Management Board being present, the composition and competence of the Supervisory Board. These deliberations will be mentioned in the annual Supervisory Board report.⁸⁷ The desired profile, composition and competence of the Supervisory Board members shall also be discussed.

This Supervisory Board Profile must be taken into account on each (re)appointment of Supervisory Board members.⁸⁸

This Supervisory Board Profile shall be made available for public inspection at the offices of the Company and is posted on the Company’s website.⁸⁹

Dutch Corporate Governance Code, best practice provision III.1.7.

Dutch Corporate Governance Code, best practice provision III.3.

Dutch Corporate Governance Code, best practice provision III.3.1.

determining and amending the operational and financial objectives of the Company;⁹⁰

determining and amending the strategy designed to achieve the objectives⁹¹, including approving the long term strategic plan for the Company and its subsidiaries;

determining and amending the parameters to be applied in relation to the strategy (for example in respect of the financial ratios);⁹²

addressing the corporate social responsibility issues that are relevant to the Company;⁹³

Dutch Corporate Governance Code, best practice provision II.1.2.(a).

Dutch Corporate Governance Code, best practice provision II.1.2.(b).

Dutch Corporate Governance Code, best practice provision II.1.2.(c).

Dutch Corporate Governance Code, best practice provision II.1.2.(d).

applying for admission of the securities under (g) and (h) above to a regulated market or multilateral trading facility as referred to in Section 1:1 of the Dutch Financial Supervision Act (Wet op het

appointing and removing of the Company Secretary;⁹⁴ and

a reference to the discussions on the corporate strategy and main business risks, and the result of the assessment by the Management Board of the structure and operation of the internal risk management and control systems, as well as any significant changes thereto, which were held by the Supervisory Board in the year under review;⁹⁵

a list of the Supervisory Board members who have often been absent from Supervisory Board meetings;⁹⁶

a statement that in the opinion of the Supervisory Board section 1.5(f) of the By-Laws of the Supervisory Board have been satisfied and which member of the Supervisory Board, if present, should not be deemed independent;⁹⁷

a reference as to how the evaluation of the Supervisory Board, the Committees and the individual members of the Supervisory Board described in section 8.3 of the By-Laws of the Supervisory Board was conducted;⁹⁸

for each Committee: a report on how it has performed its duties;⁹⁹ details of its existence, its composition, number of meetings and the main issues discussed;¹⁰⁰

the following information on each Supervisory Board member:¹⁰¹ (i) gender (ii) age ; (iii) profession (iv) chief position (v) nationality; (vi) other positions to the extent relevant for the performance of his duties as member of the Supervisory Board; (vii) date of initial appointment and term of appointment of relevant member of Supervisory Board; (viii) securities held in the Company; (ix) details of agreements under which benefits are derived on termination of membership of the Supervisory Board or any other position at the Company;

the principal points of the Remuneration Report on the remuneration policy of the Company, as prepared by the Remuneration Committee. This shall describe transparently and in clear and understandable terms the remuneration policy that has been pursued and give an overview of the remuneration policy to be pursued;¹⁰² and

an account with respect of the diversity objectives.¹⁰³

Dutch Corporate Governance Code, best practice provision III.1.8.

Dutch Corporate Governance Code, best practice provision III.1.5.

Dutch Corporate Governance Code, best practice provision III.2.3.

Dutch Corporate Governance Code, best practice provision III.1.7.

Dutch Corporate Governance Code, best practice provision III.5.

Dutch Corporate Governance Code, best practice provision III.5.2.

Dutch Corporate Governance Code, best practice provision III.1.3.

Dutch Corporate Governance Code, II.2 (2^nd Principle).

Dutch Corporate Governance Code, best practice provision III.3.1.

Dutch Corporate Governance Code, best practice provision II.2.12.

Dutch Corporate Governance Code, best practice provision II.2.

Dutch Corporate Governance Code, best practice provision II.2.13.