MANAGEMENT Introduction

This section summarises certain information concerning the Board of Directors, our senior management and our employees. It is based on relevant provisions of Dutch corporate law as in effect on the date of this Prospectus and on the Articles of Association and the By-Laws (as defined below) as they will be in place prior to Settlement. This section further includes a brief summary of information concerning our employees, remuneration and pension plans.

This summary does not purport to give a complete overview and should be read in conjunction with, and is qualified in its entirety by reference to the relevant provisions of Dutch law as in force on the date of this Prospectus and the Articles of Association and the By-Laws. The Articles of Association are available in the governing Dutch language and an unofficial English translation thereof, and the By-laws are available in English, on the Company’s website.

Management structure

The Company has a one-tier board structure consisting of executive and non-executive directors. Board of Directors

Powers, responsibilities and functioning

Under Dutch law, the Board of Directors is collectively responsible for the general affairs of the Company. Pursuant to the Articles of Association, the Board of Directors may assign duties and powers to individual directors and/or committees that are composed of two or more directors, with the day-to-day management of the Company entrusted to the executive directors. The non-executive directors have the task of supervising the performance of duties by the executive directors as well as the general course of affairs of the Company and the business connected with it. In addition, both executive and non-executive directors must perform such duties as are assigned to them pursuant to the Articles of Association and, as applicable, the By-Laws or a resolution of the Board of Directors. Each director has a duty towards the Company to properly perform the duties assigned to him or her. Furthermore, each director has a duty to act in the corporate interest of the Company. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees and other stakeholders. In accordance with Dutch law and the Articles of Association, the Board of Directors may draft regulations which determine that one or more members of the Board of Directors can make valid decisions concerning matters belonging to its or their duties. For more information, see ‘‘—Decision Making and Approvals’’ below.

Pursuant to Dutch law, an executive director may not be allocated the tasks of: (i) serving as chairman of the Board of Directors; (ii) fixing the remuneration of the directors; or (iii) nominating directors for appointment. An executive director may further not participate in the adoption of resolutions (including any deliberations in respect of such resolutions) related to the remuneration of executive directors. Tasks that have not been specifically allocated to a specific director fall within the power of the Board of Directors as a whole. The members of the Board of Directors share responsibility for all decisions and acts of the Board of Directors and for the acts of each individual member of the Board of Directors regardless of the allocation of tasks.

The Board of Directors as a whole is entitled to represent the Company. Additionally, any two executive directors, acting jointly, are authorised to represent the Company. Moreover, each executive director who has been granted the title of chief executive officer or chief financial officer of the Company is authorised to individually represent the Company.

Composition, appointment, term and dismissal

The Articles of Association provide that the Board of Directors shall consist of at least one executive director and two non-executive directors. The majority of the directors shall be non-executive directors. The exact number of directors, executive directors and non-executive directors shall be determined by the Board of Directors. The Board of Directors shall designate one of the non-executive directors as chairman of the Board of Directors for a term to be determined by the Board of Directors, and may designate one or more of the other non-executive directors as vice-chairman of the Board of Directors.

Pursuant to the Articles of Association, directors will be appointed by the General Meeting, on the basis of a (non-binding) nomination for appointment by the Board of Directors. The Board of Directors does not have the right to make a binding nomination for the appointment of directors. The executive directors shall not take part in discussions or decision making by the Board of Directors relating to nominations for the appointment of directors. A resolution to appoint a director nominated by the Board of Directs may be adopted by the General Meeting by an absolute majority of votes cast, irrespective of the represented capital. A resolution to appoint a director other than in accordance with a nomination by the Board of Directors may be adopted by the General Meeting by an absolute majority of votes cast representing more than one-third of the Company’s issued share capital. If the quorum is not met, no adjournment can occur and no second General Meeting can be convened. Only candidates whose names are included on the agenda of the General Meeting can be voted on for appointment as director.

The General Meeting will also decide whether a director is appointed as an executive or as a non-executive director. The Board of Directors may designate an executive director with the title of chief executive officer or chief financial officer. No such proposal is currently contemplated. The legal relationship between a director and the Company will not be considered an employment agreement.

Pursuant to the Articles of Association, the members of the Board of Directors will serve for terms of not more than four years from appointment. The term of office for each director will end when his or her successor is appointed by the General Meeting, unless the number of directors has been reduced so there is no vacancy on the Board of Directors, or until his or her earlier death, resignation or dismissal. The General Meeting has the power to suspend or dismiss a member of the Board of Directors at any time, with or without cause, by means of a resolution for suspension or dismissal passed by an absolute majority of the votes cast. If the General Meeting adopts a resolution to suspend or dismiss a director without a nomination of the Board of Directors to do so, the resolution must be passed by an absolute majority of the votes cast, representing more than one-third of the issued capital. The executive directors shall not participate in the discussion and decision-making process of the Board of Directors on making a proposal for suspension and dismissal.

Executive directors may also be suspended by the Board of Directors. The executive directors shall not participate in the discussion and decision-making process of the Board of Directors regarding suspensions and dismissals. Any suspension may be extended one or more times, but may not last longer than three months in aggregate. If, at the end of that period, no decision has been taken on termination of the suspension or on dismissal of the relevant director, the suspension shall end. A suspension can be ended by the General Meeting at any time.

Decision-making and approvals

Prior to the Settlement, the Board of Directors shall adopt board regulations (the ‘‘By-Laws’’). The By-Laws describe, inter alia, the procedure of holding meetings and decision-making by the Board of Directors, and the Board of Directors’ operating procedures. The Company’s business affairs and effective management of the Company’s operations shall be conducted in the Netherlands and meetings of the Board of Directors shall be held in the Netherlands with at least half of the participating members of the Board of Directors physically present. The By-Laws shall be established taking into account the Dutch Corporate Governance Code. For further information on the Dutch Corporate Governance Code see ‘‘Description of Share Capital and Corporate Governance—Corporate governance’’.

Under the Articles of Association and the By-Laws, the members of the Board of Directors shall endeavour to achieve that resolutions are as much as possible adopted unanimously. Where unanimity cannot be reached and Dutch law, the Articles of Association or the By-Laws do not prescribe a larger majority, all resolutions of the Board of Directors must be adopted by an absolute majority of the votes cast at a meeting where (i) a majority of the members of the Board of Directors is present or represented and (ii) at least half of the participating directors is physically present in the Netherlands ((i) and (ii) the ‘‘Meeting Requirements’’). In the event of a tie of votes, the chairman of the Board of Directors shall have the deciding vote.

Pursuant to the Articles of Association, the Board of Directors may designate specific resolutions which are subject to requirements that deviate from those set out in the preceding paragraph. These types of resolutions and the nature of the deviation must be clearly specified and laid down in writing. The proposed By-Laws contain resolutions which can only be adopted by the Board of Directors (without any delegation being possible and in accordance with the Meeting Requirements) by an absolute majority of

the votes cast provided that the majority of the non-executive directors must have voted in favour of the relevant proposal. These resolutions include those:

(a) to determine or, as applicable, amend the operational and financial objectives of the Company and its subsidiaries and the strategy designed to achieve the objectives of the Company and its subsidiaires; (b) to determine or, as applicable, amend the parameters to be applied in relation to the strategy, for

example in respect of the financial ratios;

(c) to issue Shares or grant rights to subscribe for Shares, as well as to limit or exclude pre-emptive rights, if and insofar as the Board of Directors has been designated for that purpose by a resolution of the General Meeting;

(d) to make proposals to the General Meeting where the Articles of Association provide that such proposal is required to adopt the relevant resolution, such as a resolution to issue Shares or grant rights to subscribe for Shares or to limit or exclude pre-emptive rights relating thereto or to designate the Board of Directors as the corporate body to so issue, grant, limit or exclude;

(e) to acquire or alienate Shares in its own capital or depositary receipts thereof; (f) any of the resolutions by the Board of Directors in respect of the following:

(i) to make nominations to the General Meeting for the appointment of directors; (ii) to make a proposal to the General Meeting for suspension or removal of a director;

(iii) to propose to the General Meeting to adopt a policy on remuneration of the Board of Directors; (iv) to establish remuneration and other terms of service for executive directors;

(v) 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;

(vi) to claim back from executive directors the variable remuneration component granted on the basis of incorrect (financial) information; and

(vii) to approve the granting by the Company and its subsidiaries of personal loans, guarantees or the like to directors within the framework of its usual business operations, on conditions which apply to all employees;

provided that according to the Articles of Association or the By-Laws, as the case may be, the executive directors shall not take part in the discussions and decision-making by the Board of Directors on any of the matters referred to under (f);

(g) to allocate duties of the Board of Directors to individual directors; (h) to appoint or remove the company secretary;

(i) to establish committees, appoint and dismiss their members, determine the tasks of the committees and adopt or amend the rules of the committees;

(j) to appropriate the Company’s profits during a financial year—the positive balance on the profit and loss account—wholly or partly to increase and/or form reserves of the Company or, as applicable, allocate any losses incurred in a financial year;

(k) to make any interim distributions and/or to make any distributions and the expense of any reserve of the Company or, as applicable, propose to the General Meeting to make a distribution of profits; (l) to determine when distributions on Shares shall be made payable, to determine that a distribution on

Shares shall wholly or partly be a payment in Shares or a payment in cash in another currency than euro;

(m) to prepare the Company’s annual accounts and annual report; (n) to enter into mergers, take-overs and joint-ventures;

(o) to propose, with respect to the Company and its subsidiaries, to amend either the Articles of Association or the foundation deed (as applicable), change the corporate form, enter into a statutory merger or statutory demerger or dissolve the Company or any of its subsidiaries;

(p) to approve the exercise of any other voting rights or any other shareholder rights by the Company in its capacity of shareholder of a subsidiary with respect to any resolution put to the general meeting of shareholders of any such subsidiary as required by applicable law, legislation or constitution of such subsidiary, including to approve to reduce the issued capital of a subsidiary;

(q) to cooperate in the issuance of depositary receipts for Shares;

(r) to assess whether a (potential) conflict of interests exists that is of material significance to the Company and/or to a director;

(s) to designate one of the non-executive directors as chairman and (if applicable) to designate one or more of the other non-executive directors as vice-chairman;

(t) to amend the By-Laws or the Company’s other corporate governance policies and codes; and (u) to make any addition or amendment to the foregoing list of resolutions.

Pursuant to the Articles of Association and the By-Laws, resolutions can also be adopted without holding a meeting which requires that the proposal is submitted to all directors and none of them has objected to the manner of adopting resolutions.

The Board of Directors meets as often as deemed necessary by the chairman, an executive director or one-third of the directors, but in any event at least four times each financial year.

The Board of Directors shall appoint a company secretary and is authorised to replace him or her at any time. The company secretary holds the duties and powers vested in him or her pursuant to the Articles of Association, the By-Laws and/or a separate resolution of the Board of Directors.

Board of Directors resolutions requiring prior approval

Resolutions of the Board of Directors entailing a significant change in the identity or the character of the Company or its business require the prior approval of the General Meeting, which in any case includes: (a) the transfer of all or substantially all of the business of the Company to a third party;

(b) the entry into or termination of a long-term cooperation with another legal entity, company or partnership by the Company or any of its subsidiaries, or as a fully-liable partner in a limited or general partnership, if such cooperation or termination is of fundamental importance to the Company; or

(c) the acquisition or disposal by the Company or any of its subsidiaries of a participating interests in the capital of a company with a value equal to at least one-third of the sum of the assets of the Company according to its consolidated balance sheet and explanatory notes included in its most recently adopted consolidated annual accounts.

The absence of approval of a Board of Directors resolution by the General Meeting will not affect the authority of the Board of Directors, any two executive directors or, if so designated, the chief executive officer or the chief financial officer to represent the Company.

Conflict of interests

Pursuant to Dutch law and the Articles of Association, a member of the Board of Directors may not participate in the adoption of resolutions (including any deliberations) if he or she has a direct or indirect personal conflict of interest. Such a conflict of interests only exists if in the situation at hand the member of the Board of Directors is deemed to be unable to serve the interests of the Company and the business connected with it with the required level of integrity and objectivity. The existence of a (potential) conflict of interest does not affect the authority of representation of the Company as described under ‘‘—Board of Directors—Powers, responsibilities and functioning’’ above.

A member of the Board of Directors must immediately report any conflict of interest or potential conflict of interests that is of material significance to the Company and/or to him or her to the chairman of the Board of Directors and the other members of the Board of Directors and shall provide all relevant information, including information concerning his or her spouse, registered partner or other life

companion, foster child and relatives by blood or marriage up to the second degree. The member concerned shall not take part in the assessment by the Board of Directors whether a conflict of interests exists.

If a transaction is proposed in which not only the Company but also an affiliate of the Company has an interest, then the mere fact that a member of the Board of Directors holds any office or other function with the affiliate concerned or another affiliate, whether or not remunerated, does not mean that such a conflict of interests exists.

Members of the Board of Directors

The following table sets forth the members of the Board of Directors at the date of this Prospectus:

Name Age Position First appointed Appointed until

Martin R´aˇz . . . 46 Executive director 15 April 2014 15 April 2018 Agnes L. Blanco Querido . . . 33 Executive director 15 April 2014 15 April 2018 Onno Breur . . . 63 Independent non-executive director, Chairman 15 April 2014 15 April 2018 Peter Kadas . . . 52 Non-independent non-executive director 15 April 2014 15 April 2016 Allerd Derk Stikker . . . 52 Non-independent non-executive director 13 February 2014 15 April 2016 Joerg Schwagenscheidt . . . 50 Independent, non-executive director 15 April 2014 15 April 2018 Laurentius A.P. (Ren´e) Mulder . 60 Independent, non-executive director 15 April 2014 15 April 2017 The Company’s registered address serves as the business address for all members of the Board of