Supervisory Board’s Terms of Reference

Article 1 Status and contents of the Terms of Reference

Article 2 Responsibilities of the Supervisory Board

Article 3 Composition, expertise and independence of the Supervisory Board

Article 4 (Re)appointment, term and resignation

Article 5 Chairman, vice-chairman and Company secretary

Article 6 Supervisory Board Committees

Article 7 Remuneration

Article 8 Introduction programme and training

Article 9 Supervisory Board meetings (agenda, teleconferencing, attendance, minutes)

Article 10 Supervisory Board resolutions (quorum, votes, items to be considered)

Article 11 Conflict of interests

Article 12 Complaints, whistle blowing

Article 13 Information, relationship with the Board of Management

Article 14 Relationship with the shareholders

Article 15 Holding and trading securities

Article 16 Confidentiality

Article 17 Non-compliance, amendment

Article 18 Governing law and jurisdiction

Annex A: the profile of the Supervisory Board's scope and composition.

Annex B: the resignation rota for members of the Supervisory Board.

Annex C: the rules governing the Audit Committee of the Supervisory Board.

Annex D: the rules governing the Remuneration and Nomination Committee of the Supervisory Board.

Annex E: the “Comply or Explain” - report as referred to in the Code.

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