BIJLAGE 2A Alliander - convertible hybrid loan agreement

(c)

Conversion Rights may only be exercised in respect of the Convertible Amount in relation to such Loan (if any).

(d)

The resultant Conversion Price, if not an integral multiple of €1.00 (one Euro), shall be rounded down to the nearest whole multiple of €1.00 (one Euro). The part of the Conversion Price that will not be converted because of the aforementioned rounding off, will be paid in cash by the Borrower to the relevant Lenders before issuing the Conversion Shares.

(e)

Fractions of Conversion Shares will not be issued to the Lenders upon the exercise of a Conversion Right and no cash payment will be made in lieu thereof.

(f)

Any interest amounts unpaid and accrued during the period from (and including) the dividend payment date immediately preceding the relevant Conversion Date to (but excluding) the relevant Conversion Date, forming part of the Convertible Amount relating to a Loan, shall be deducted by the Borrower from any dividend amount payable in respect of the Ordinary Shares received by a Lender following exercise by the Borrower of its Conversion Right on the dividend payment date immediately succeeding the relevant Conversion Date.

(g)

The Borrower undertakes that prior to the exercise by it of its Conversion Right, it shall use its best efforts to investigate whether in its sole determination it is commercially feasible to issue Hybrid Loans or Hybrid Securities to parties other than the Lenders instead of exercising its Conversion Right and the Borrower will discuss this investigation with the Lender Committee. In making such determination the Borrower shall amongst other things take into account its funding plan, its financial policy framework and any guidance received from the Rating Agencies in respect of the impact of any decision not to exercise its Conversion Right on the Borrower’s credit ratings and the FFO/Net Debt Ratio.

(h)

Upon the first exercise by the Borrower of its Conversion Right, each Loan, together with any accrued and unpaid interest to (but excluding) the relevant Conversion Date and any outstanding Arrears of Interest, shall be converted into Ordinary Shares in accordance with this Clause 13.1 for an amount at least equal to EUR 200,000,000 in aggregate principal amount of the Loans or, in the case or the occurrence of an event mentioned under (c) of the definition of Conversion Event, any amount in excess of EUR 200,000,000 in aggregate principal amount of the Loans that as determined by the Selected Independent Valuation Service Provider is required to accomplish that an event mentioned under (c) of the definition of Conversion Event no longer occurs. The Borrower shall provide the substantiated analysis of such determination by the Selected Independent Valuation Service Provider to the Lenders prior to the exercise of its Conversion Right. Any such exercise by the Borrower of its Conversion Right shall be for a pro rata part of each Loan.

(i)

Upon the exercise by the Borrower of its Conversion Right in the case or the occurrence of an event mentioned under (c) of the definition of Conversion Event, the Selected Independent Valuation Service Provider shall validate the expectation of the Borrower that within 18 months after the date by reference to which it is determined that it has fallen below 16% (i) the FFO/Net Debt Ratio will not increase to at least 16% or (ii) the FFO/Net Debt Ratio will fall below 15% and shall include such validation in the valuation report referred to in Clauses 12.2 and 12.3. If no such validation can be made by the Selected Independent Valuation

0031821-0000769 EUO3: 2002225271.20

19

Service Provider a Conversion Event mentioned under (c) of the definition of Conversion Event shall be deemed not to have occurred. (j)

12.2

12.3

If as a result of the exercise by the Borrower of its Conversion Right a Change of Control would occur, the Convertible Amount of the Loan of the Lender that would as a result of such exercise by the Borrower of its Conversion Right directly or indirectly or acquire(s) or come(s) to own (A) more than 50 per cent. of the issued Ordinary Shares of the Borrower or (B) such number of the shares in the capital of the Borrower carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of shareholders of the Borrower, will be determined by the Borrower in such a manner that a Change of Control shall not occur and any remaining amount of the Loan of that Lender not converted into Ordinary Shares shall be repaid by the Borrower to that Lender on the relevant Conversion Date.

Conversion Price (a)

The Conversion Price shall be calculated by the Selected Independent Valuation Service Provider, which shall prepare a valuation report for this purpose. Upon receipt of the valuation report, the Borrower shall request Lender Committee to appoint an Independent Valuation Service Provider to prepare a fairness opinion in respect of the valuation report for the benefit of the Lenders. For this purpose, the valuation report prepared by the Selected Independent Valuation Service Provider shall be shared with the Independent Valuation Service Provider appointed by the Lender Committee and the valuation report will be available for inspection by the Lender Committee at the registered office of the Borrower.

(b)

The Selected Independent Valuation Service Provider shall base the valuation of the Ordinary Shares on: (i)

events, circumstances and assumptions assuming a Conversion Event has occurred based on events, circumstances and assumptions on the last day of the month ending prior to the date of the Conversion Notice;

(ii)

the premise of value and framework assumptions, which were used in the most recent Independent Valuation Opinion, as included in Schedule 6 (Valuation Framework), to the extent possible and considered to be reasonable by the Selected Independent Valuation Service Provider.

Independent Valuation Service Provider (a)

The Conversion Notice sent by the Borrower to the Lenders shall include the details of no more than three parties that the Borrower would be willing to appoint as Independent Valuation Service Provider.

(b)

Within 3 Business Days of receipt by the Lenders of the Conversion Notice, the Lender Committee shall select one of the three proposed parties as Independent Valuation Service Provider (the Selected Independent Valuation Service Provider) and shall inform the Borrower accordingly. In case the Borrower is not so informed or the Lenders have not made a selection, in each case within 3 Business Days of receipt by the Lenders of the Conversion Notice, it shall appoint, in its sole discretion, any of the three parties suggested to the Lenders in the Conversion Notice.

(c)

The engagement of the Selected Independent Valuation Service Provider shall provide for a 60-day term to prepare the valuation report and promptly deliver the valuation results to the Borrower.

0031821-0000769 EUO3: 2002225271.20

20

(d)

(e)

12.4

Should the Selected Independent Valuation Service Provider not issue the valuation report in accordance with the terms of this Clause 12 or significantly qualify the valuation: (i)

the Borrower shall immediately inform the Lenders in writing; and

(ii)

the Borrowers and the Lenders shall appoint a different valuation services provider in accordance with this Clause 12.3.

The Selected Independent Valuation Service Provider will be given access to the Borrower's most recent long term financial plan taking into account the facts and circumstances which have precipitated the Conversion Event, and other information reasonably required by the Selected Independent Valuation Service Provider in order to prepare the valuation on the basis of a non-disclosure agreement and will be made an insider for the purposes of the Market Abuse Regulation.

Procedure for exercise of Conversion Right (a)

The Conversion Right may be exercised by the Borrower by delivering to the Lenders, during usual business hours, a duly completed and signed notice of conversion (a Conversion Notice) stating the Convertible Amount and specifying the outstanding principal amount of the Loans, the amount of any accrued and unpaid interest and any amount of Arrears of Interest related thereto, the Borrower's explicit statement of exercise of the Conversion Right, the Conversion Event that has resulted in the Conversion Right and a substantiation thereof, the names and details of the three proposed Independent Valuation Service Providers, a confirmation that the proposed conversion will comply with applicable fiscal and other laws and regulations applicable to the Borrower and containing such further information as may reasonably be required pursuant to this Agreement.

(b)

Conversion Rights shall be exercised subject in each case to any applicable fiscal and other laws or regulations applicable to the Borrower.

(c)

If the delivery of the Conversion Notice as described in paragraph (a) above is made after the end of normal business hours or on a day which is not a Business Day in the Netherlands, such delivery shall be deemed for all purposes of this Agreement to have been made on the next following Business Day.

(d)

A Conversion Notice, once delivered, shall be irrevocable.

(e)

The conversion date in respect of a Loan (the Conversion Date) shall be the first day of the second calendar month immediately following the receipt by the Borrower of the valuation report prepared by the Selected Independent Valuation Service Provider, or such later date as may be agreed by the Borrower and the Lender Committee (acting on the instructions of the Majority Lenders) in writing.

(f)

Upon the delivery of a Conversion Notice and if required for purposes of effectuating the Conversion Right, the Borrower shall promptly: (i)

provide evidence of the Issuance Authorisation; and

(ii)

if required, call a shareholders' meeting for the purpose of amending the Articles of Association and increasing the share capital of the Borrower by an amount to be calculated in accordance with the Conversion Price, subject to applicable law; and

(iii)

provide a draft notarial deed of issue of shares with an irrevocable power of attorney to be signed by each Lender for the execution of the notarial deed of issue of shares.

0031821-0000769 EUO3: 2002225271.20

21

The Borrower and the Shareholders, and to the extent required under applicable law or the Articles of Association, the Lenders, shall take any such action, at the cost and expense of the Borrower, as may be necessary to effect the registration and effectiveness of the capital increase. 12.5

Ordinary Shares Ordinary Shares issued upon exercise of Conversion Rights will be fully paid and will in all respects rank pari passu with the fully paid Ordinary Shares in issue on the relevant Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law and except that such Ordinary Shares will not rank for (or, as the case may be, the relevant holder shall not be entitled to receive) any rights, distributions or payments the record date or other due date for the establishment of entitlement for which falls prior to the relevant Conversion Date.

12.6

Limitations on ownership of Ordinary Shares The Lenders acknowledge that the Ordinary Shares issued upon conversion of any Loan are subject to the provisions of Dutch corporate law and the limitations on ownership in accordance with the Articles of Association of the Borrower, relating to the requirement that the Borrower must at all times be directly or indirectly owned or controlled by the Dutch State, municipalities or provinces.

12.7

Issuance Authorisation Each year the Lenders and other shareholders of the Borrower shall be asked by the Borrower to cast their vote at a shareholders' meeting of the Borrower, in favour of such a resolution to ensure that the Issuance Authorisation again has a validity of the maximum statutory period of 5 years.

13.

TAXATION

13.1

Definitions (a)

13.2

In this Agreement: (i)

Protected Party means a Lender which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under this Agreement.

(ii)

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

(iii)

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under this Agreement.

(iv)

Tax Payment means either the increase in a payment made by an Obligor to a Lender under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

Tax gross-up (a)

The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender Committee accordingly. Similarly, a Lender shall notify the Lender Committee on becoming so aware in respect of a payment payable to that Lender. If the Lender Committee receives such notification from a Lender it shall notify the Borrower.

0031821-0000769 EUO3: 2002225271.20

22

13.3

13.4

(c)

If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount (the Additional Amount) which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Lender Committee for the Lender entitled to the payment such evidence reasonably satisfactory that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Tax indemnity (a)

The Borrower shall (within three Business Days of demand by the Lender Committee) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of this Agreement.

(b)

Paragraph (a) above shall not apply: (i)

with respect to any Tax assessed on a Lender if that Tax is imposed on or calculated by reference to the net income (deemed) received or receivable by that Lender; or

(ii)

to the extent a loss, liability or cost is compensated for by an increased payment under Clause 13.2 (Tax gross-up).

(c)

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Lender Committee of the event which will give, or has given, rise to the claim, following which the Lender Committee shall notify the Company.

(d)

A Protected Party shall, on receiving a payment from the Borrower under this Clause 13.3, notify the Lender Committee.

Tax credit If the Borrower makes a Tax Payment and the relevant Lender determines that: (a)

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b)

that Lender has or could have obtained and utilised that Tax Credit,

the Lender shall pay an amount to the Borrower which that Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower. 13.5

Stamp taxes The Borrower shall pay and, within three Business Days of demand, indemnify each Lender against any cost, loss or liability that Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Agreement.

0031821-0000769 EUO3: 2002225271.20

23

13.6

Value added tax (a)

All amounts expressed to be payable under this Agreement by any Party to a Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Lender to any Party under this Agreement and such Lender is required to account to the relevant tax authority for the VAT, that Party must pay to such Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (provided such Lender promptly provides an appropriate VAT invoice to that Party).

(b)

If VAT is or becomes chargeable on any supply made by any Lender (the Supplier) to any other Lender (the Recipient) under this Agreement, and any Party other than the Recipient (the Relevant Party) is required by the terms of this Agreement to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)

Where this Agreement requires any Party to reimburse or indemnify a Lender for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d)

In relation to any supply made by a Lender to any Party under this Agreement, if reasonably requested by such Lender, that Party must promptly provide such Lender with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Lender's VAT reporting requirements in relation to such supply.

14.

MITIGATION BY THE LENDERS

14.1

Mitigation (a)

If any circumstances arise which could result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 13 (Taxation) and Clause 8 (Repayment and Prepayment), the Parties will consult with each other until the expiry of thirty (30) days (each such period, a Mitigation Period) to try to find a means of avoiding or mitigating the effect of such additional payment obligation, but subject always to the Borrower's right pursuant to Clause 8 (Repayment and Prepayment).

(b)

No Party will be obliged to implement any arrangement proposed during the consultations referred to in paragraph (a) above.

0031821-0000769 EUO3: 2002225271.20

24

14.2

(c)

Paragraph (a) above does not in any way limit the obligations of the Borrower under this Agreement.

(d)

The Majority Lenders may, by written notice to the Borrower, terminate the Mitigation Period at any time if: (i)

an Event of Default has occurred and is continuing; or

(ii)

the continuation of the consultations would cause the Lenders to breach any applicable law.

Limitation of liability (a)

The Borrower shall promptly indemnify the Lenders for all costs and expenses reasonably incurred by any of the Lenders as a result of steps taken by a Lender under Clause 14.1 (Mitigation). The Lenders shall reasonably substantiate the amount of, and the grounds for, any such claim for indemnification.

(b)

The Lenders are not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of the Majority Lenders, to do so might be prejudicial to the Lenders.

15.

COSTS AND EXPENSES

15.1

Transaction costs Each of the Parties will be responsible for their own costs and expenses (including legal fees) incurred by them in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement. Any costs and expenses for account of the Lenders that are incurred by the Borrower will be set-off against any dividend amounts in respect of Ordinary Shares payable to the Lenders on the immediately succeeding dividend payment date.

15.2

Amendment costs If the Borrower requests an amendment, waiver or consent, the Borrower shall reimburse the Lenders for the amount of all documented costs and expenses (including legal fees) reasonably incurred by the Lenders in responding to, evaluating, negotiating or complying with that request or requirement. The Lenders shall provide such Borrower with an invoice setting out such costs and expenses in reasonable detail.

15.3

Enforcement costs The Borrower shall immediately on demand, pay to the Lenders the amount of all costs and expenses (including legal fees of one legal advisor to the Lenders) incurred by the Lenders in connection with the enforcement of, or the preservation of any rights under, this Agreement.

16.

REPRESENTATIONS AND WARRANTIES

16.1

Representations and warranties Each of the Lenders has entered into this Agreement in reliance on the representations given in this Clause 16, and the Borrower, unless the context requires otherwise, makes the representations set out in this Clause 16.

0031821-0000769 EUO3: 2002225271.20

25

16.2

Status It is a public company, duly incorporated and validly existing under the laws of the Netherlands.

16.3

Binding obligations The obligations expressed to be assumed by it in this Agreement are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 7 (Conditions of Utilisation), legal, valid, binding and enforceable obligations.

16.4

Non-conflict with Other Obligations The entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with: (a)

any law or regulation applicable to it;

(b)

its or any of its Subsidiaries' constitutional documents; or

(c)

any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets or constitute a default or termination event (however described) under any such agreement or instrument,

in each case to the extent it has or is reasonably like to have a Material Adverse Effect. 16.5

Power and authority It has the power to enter into and perform, and has taken all necessary action to authorise, (i) the entry into and performance of, this Agreement and (ii) the transactions contemplated by this Agreement.

16.6

No Default No Default is outstanding or will result from the execution of, or the performance of any transaction contemplated by, this Agreement.

16.7

No Conversion Event No Conversion Event has occurred.

16.8

Governing Law and Enforcement Subject to any qualifications or reservations as to matters of law of general application as set out in any legal opinion delivered pursuant to Clause 7 (Conditions of Utilisation),

16.9

(a)

the choice of Dutch law as the governing law of this Agreement will be recognised and enforced in the Netherlands; and

(b)

any judgment obtained in the Netherlands in relation to this Agreement will be recognised and enforced in the Netherlands.

Centre of main interests and establishments For the purposes of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (the Regulation), its centre of main interest (as that term is used

0031821-0000769 EUO3: 2002225271.20

26

in Article 3(1) of the Regulation) is situated in the Netherlands and it has no "establishment" (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction. 16.10

No Misleading Information Any information provided in writing by it or its representatives in connection with the entering into of this Agreement was true and accurate in all material respects as at the date it was provided and no information has been given or withheld that results in such information being untrue or misleading in any material respect, provided that the Borrower makes no representation or warranty as to the completeness or accuracy of forecasts, estimates, projections, statements of intent or statements of opinion provided to the Lenders or their representatives and advisers.

16.11

16.12

Tax Deduction (a)

It takes the position that it is not required to make any Tax Deduction from any payment it may make under this Agreement to a Lender.

(b)

It takes the position that the deduction of interest paid, accrued or otherwise due under this Agreement is not restricted on the basis of article 10, paragraph 1, sub a, b or d, of the Corporate Tax Act (Wet op de vennootschapsbelasting 1969).

Tax status No notice under Article 36 Tax Collection Act (Invorderingswet 1990) has been given by the Borrower.

16.13

16.14

Tax payment and filings (a)

It has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the time period allowed without incurring recovery interest (invorderingsrente) or penalties (save to the extent that (i) payment is being contested in good faith, (ii) it has maintained adequate reserves for the payment of such Taxes and (iii) payment can be lawfully withheld).

(b)

It is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (and none of its Subsidiaries) is overdue in the payment of any amount in respect of Tax, in each case to the extent having or being reasonably likely to have a material adverse effect.

(c)

No claims or investigations are being or are reasonably likely to be conducted against it (or any of its Subsidiaries) with respect to Taxes such that a liability of, or claim against, any member of the Group would have or would be reasonably likely to have a material adverse effect.

Stamp duty No stamp, transaction, registration or similar taxes are assessable or payable in the Netherlands in connection with the execution, delivery, performance and enforcement of this Agreement.

16.15

Times for making representations (a)

The representations set out in this Clause 16 are made by the Borrower on the date of this Agreement.

(b)

Unless a representation is expressed to be given at a specific date, each representation (other than the representations set out in Clause 16.7 (No Conversion Event) and Clause 16.11 (Tax

0031821-0000769 EUO3: 2002225271.20

27

Deduction)) is deemed to be repeated by the Borrower on each Closing Date, on the date of each Utilisation Request and the first day of each Interest Period.

17.

(c)

The representation set out in Clause 16.7 (No Conversion Event) is deemed to be repeated by the Borrower on each Closing Date.

(d)

When a representation is made (or repeated as set out above) after the date of this Agreement, it will be deemed to be made (or repeated as set out above) by reference to the facts and circumstances then existing at the time made (or repeated as set out above), taking into account any changes in law since the date of this Agreement.

UNDERTAKINGS The undertakings in this Clause 17 remain in force from the date of this Agreement for as long as any Commitment is in force or any amount is outstanding under this Agreement. The Borrower shall, save with the prior approval of the Majority Lenders, (a)

not in any way modify the rights attaching to the Ordinary Shares with respect to voting, dividends or liquidation nor issue any other class or type of equity share capital carrying any rights which are more favourable than such rights attaching to the Ordinary Shares, but so that nothing in this paragraph (a) shall prevent: (i)

any consolidation, reclassification or subdivision of the Ordinary Shares;

(ii)

any modification of such rights which is not, in the determination in its absolute discretion of an independent financial adviser (pre-approved by the Majority Lenders, such approval not unreasonably to be withheld), prejudicial to the interests of the Lenders;

(iii)

any alteration to the articles of association of the Borrower made in connection with the matters described in this Clause 17 to the extent permitted under this Clause 18 or which is supplemental or incidental to any of the foregoing (including any amendment made to enable or facilitate procedures relating to such matters and any amendment dealing with the rights and obligations of holders of Securities, including Ordinary Shares, dealt with under such procedures);

(iv)

any issue of equity share capital where the issue of such equity share capital results, or would, but for the provisions of Clause 12.4 (Procedure for exercise of Conversion Right) relating to roundings, otherwise result in an adjustment to, or a consideration with respect to the determination of, the Conversion Price;

(v)

any issue of equity share capital or modification of rights attaching to the Ordinary Shares, where prior thereto the Borrower shall have instructed an independent financial adviser to determine in its absolute discretion what (if any) adjustments should be made to, or considerations should be made with respect to the determination of, the Conversion Price as being fair and reasonable to take account thereof and such independent financial adviser shall have determined in its absolute discretion either that no adjustment or consideration is required or that an adjustment to or consideration in respect of the determination of the Conversion Price is required and, if so, the new Conversion Price as a result thereof and the basis upon which such adjustment or consideration in respect of the determination is to be made and, in any such case, the date on which the adjustment or consideration in respect of the determination shall take effect (and so that the adjustment or consideration in respect of the determination shall be made and shall take effect accordingly);

0031821-0000769 EUO3: 2002225271.20

28

18.

(b)

not make any issue, grant or distribution or take or omit to take any other action if the effect thereof would be that, on the exercise of Conversion Rights, Ordinary Shares could not, under any applicable law then in effect, be legally issued as fully paid;

(c)

not reduce its issued share capital or any uncalled liability in respect thereof, or any non-distributable reserves, except: (i)

pursuant to the terms of issue of the relevant share capital;

(ii)

by means of a purchase or redemption of share capital of the Borrower to the extent, in any such case, permitted by applicable law;

(iii)

where the reduction does not involve any distribution of assets;

(iv)

solely in relation to a change in the currency in which the nominal value of the Ordinary Shares is expressed;

(v)

to create distributable reserves;

(vi)

by way of transfer to reserves as permitted under applicable law;

(vii)

where the reduction is permitted by applicable law and an independent financial adviser, acting as expert and in its absolute discretion, advises that the interests of the Lenders will not be materially prejudiced by such reduction;

(viii)

where the reduction is permitted by applicable law and results in an adjustment to, or a consideration with respect to the determination of, the Conversion Price or is otherwise taken into account for the purposes of determining whether such an adjustment or consideration with respect to the determination should be made; or

(ix)

provided that, without prejudice to the other provisions of this Agreement, the Borrower may exercise such rights as it may from time to time be entitled pursuant to applicable law to purchase, redeem or buy back its Ordinary Shares and any depositary or other receipts or certificates representing Ordinary Shares without the consent of any Lender;

(d)

provide to the Lenders, by no later than 5 Business Days prior to the Closing Date, all of the documents and evidence referred to in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Lenders (acting reasonably) provided that the conditions may be waived by the Lenders in whole or in part; and

(e)

pay and discharge all Taxes due and payable by it prior to the accrual of any fine or penalty for late payment, unless (and only to the extent that) (i) payment of those Taxes is being contested in good faith, (ii) adequate reserves are being maintained for those Taxes and the costs required to contest them (iii) the payment can be lawfully withheld and (iv) failure to pay those Taxes is not reasonably likely to have a material adverse effect.

EVENTS OF DEFAULT Each of the events or circumstances set out in this Clause 18 is an Event of Default (save for Clause 18.4 (Acceleration)).

0031821-0000769 EUO3: 2002225271.20

29

18.1

Non-payment of principal The Borrower does not pay any amount of principal payable under this Agreement at the place and in the currency in which it is expressed to be payable within 14 days of the due date.

18.2

Non-payment of interest Subject to Clause 11.4 (Optional deferral of interest by the Borrower), the Borrower does not pay any amount of interest payable under this Agreement at the place and in the currency in which it is expressed to be payable within 14 days of the due date.

18.3

Insolvency proceedings An order is made or an effective resolution is passed for the Winding-up of the Borrower except in any such case for the purpose of and followed by a merger, reconstruction or amalgamation the terms of which have been previously approved by Majority Lenders.

18.4

Acceleration (a)

On and at any time after the occurrence of an Event of Default which is continuing the Majority Lenders may: (i)

by notice to the Borrower cancel the Commitment whereupon it shall immediately be cancelled;

(ii)

in the case of Clause 18.1 (Non-payment of principal) and Clause 18.2 (Non-payment of interest)), at their discretion and, subject to any applicable laws, without further notice, institute proceedings for the Winding-up of the Borrower in the Netherlands (but not elsewhere) and/or prove in any Winding-up of the Borrower, but may take no other action in respect of such default; and

(iii)

in the case of Clause 18.3 (Insolvency proceedings), declare the Loans immediately become due and repayable at their outstanding principal amount together with accrued interest and any Arrears of Interest and/or prove in the Winding-up of the Borrower, subject always to the ranking provided in Clause 2 (Subordination).

(b)

Subject as provided in this Clause 18.4, a Lender may at its discretion and without further notice institute such proceedings or take such steps or actions against Borrower as it may think fit to enforce any term or condition binding on the Borrower but in no event shall the Borrower, by virtue of the institution of any such proceedings, steps or actions, be obliged to pay any sum or sums, in each case, sooner than the same would otherwise have been payable by it.

(c)

No remedy against the Borrower, other than as referred to in this Clause 18, shall be available to the Lenders whether for the recovery of amounts owing under this Agreement or in respect of any breach by the Borrower of any of its other obligations under or in respect of this Agreement.

0031821-0000769 EUO3: 2002225271.20

30

19.

CHANGES TO PARTIES

19.1

Transfers (a)

In this Clause 19: Transfer Date means, for a Transfer Certificate, the later of: (A)

the proposed Transfer Date specified in the relevant Transfer Certificate; and

(B)

the date on which the New Lender or the Borrower, as applicable, executes the relevant Transfer Certificate.

(b)

The Borrower may not assign any of its rights or transfer any of its rights or obligations under this Agreement without the prior written consent of all the Lenders.

(c)

A Lender (the Existing Lender) may transfer its contractual position in accordance with Section 6:159 Dutch Civil Code to: (i)

any other Lender (a New Lender), provided such Lender is a Shareholder at the time of the transfer and provided that such transfer does not result in a Change of Control; and

(ii)

the Borrower,

in each case, in accordance with applicable law (including, for avoidance of doubt, the Market Abuse Regulation).

19.2

(d)

The Borrower and each Lender agree and confirm that it in advance provided its co-operation (as required by Section 6:159 Dutch Civil Code) to any transfer which complies with paragraph (c) above.

(e)

Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.

Procedure for transfer (a)

Subject to the conditions set out in Clause 19.1 (Transfers) a transfer is effected in accordance with paragraph (b) below when the New Lender or the Borrower, as applicable, executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender.

(b)

On the Transfer Date:

(c)

(i)

the entire or part of the legal relationship under the Agreement of the existing Lender which is a party to the Transfer Certificate, expressed to be transferred thereby, will be transferred to the New Lender or the Borrower, as applicable, by way of an assumption of contract (contractsoverneming) pursuant to Section 6:159 Dutch Civil Code; and

(ii)

the New Lender shall become a Party as a Lender.

The New Lender shall notify the Borrower of any transfer promptly on execution of the Transfer Certificate in respect of such transfer and shall as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.

0031821-0000769 EUO3: 2002225271.20

31

(d) 20.

The Existing Lender shall notify the Borrower promptly of any proposed transfer.

LENDER COMMITTEE (a)

The Majority Lenders shall, within 6 months from the date of this Agreement, establish a committee of Lenders whose Commitments aggregate more than 10 per cent. of the Total Commitment (or, if the Commitments have been reduced to zero, aggregated more than 10 per cent. of the Commitments immediately prior to that reduction) (the Lender Committee).

(b)

The Lender Committee shall (i) promptly when constituted inform the Borrower of the identity of its members, (ii) promptly inform the Borrower of any changes in its members and (iii) at all times ensure that the Borrower is in possession of the relevant contact details of each member of the Lender Committee.

(c)

The Lender Committee shall have an administrative role only for purposes of organising the group of Lenders and, if required, supporting the role of the Closing Agent under the documentation.

21.

THE CLOSING AGENT

21.1

No fiduciary duties Nothing in this Agreement constitutes the Closing Agent as trustee or fiduciary of any other person.

21.2

Rights and discretions of the Closing Agent (a)

(b)

The Closing Agent may rely on: (i)

any representation, warranty, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii)

any statement made by any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

The Closing Agent may assume (unless it has received notice to the contrary) that: (i)

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 18.1 (Non-payment of principal) and/or Clause 18.2 (Non-payment of interest);

(ii)

any right, power, authority or discretion vested in any Party has not been exercised; and

(iii)

any notice or request delivered or made by the Borrower is made on behalf of and with the consent and knowledge of the Borrower.

(c)

The Closing Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)

The Closing Agent may act in relation to this Agreement through its personnel and agents.

(e)

Notwithstanding any other provision of this Agreement to the contrary, the Closing Agent shall not be obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

0031821-0000769 EUO3: 2002225271.20

32

21.3

22.

Exclusion of liability (a)

No Party (other than the Closing Agent) may take any proceedings against any officer, employee or agent of the Closing Agent in respect of any claim it might have against the Closing Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to this Agreement and any officer, employee or agent of the Closing Agent may rely on this Clause 21.3 subject to Clause 1.3 (Third party rights). This paragraph (a) constitutes an irrevocable third party stipulation for no consideration (onherroepelijk derdenbeding om niet) as referred to in Section 6:253 Dutch Civil Code for the benefit of any officer, employee or agent of the Closing Agent.

(b)

The Closing Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under this Agreement to be paid by the Closing Agent if the Closing Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Closing Agent for that purpose.

CONDUCT OF BUSINESS BY THE LENDERS AND THE CLOSING AGENT No provision of this Agreement will: (a)

interfere with the right of the Lenders or the Closing Agent to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)

oblige the Lenders or the Closing Agent to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)

oblige the Lenders or the Closing Agent to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax,

except as expressly otherwise set out herein. 23.

ADMINISTRATION

23.1

Payments

23.2

(a)

Payments of principal and interest in respect of a Loan will be made by transfer to the registered account of the Lenders.

(b)

All payments in respect of a Loan are subject to all applicable fiscal and other laws and regulations.

Application of certain payments (a)

If a Lender receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under this Agreement or receives any surplus amounts, such Lender shall apply that payment or such amounts towards the obligations of the Borrower under this Agreement in the following order: (i)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of a Lender under this Agreement (as certified by that Lender upon request of the Borrower (such certification being conclusive evidence of such fees, costs and expenses and without the Lender being required to provide any further evidence in this respect));

0031821-0000769 EUO3: 2002225271.20

33

(b)

23.3

23.4

(ii)

secondly, in or towards payment pro rata of any accrued interest, Arrears of Interest, fee or commission due but unpaid under this Agreement;

(iii)

thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv)

fourthly, in or towards payment pro rata of any sum due but unpaid under this Agreement.

If a Lender (a Recovering Lender) receives or recovers any amount from the Borrower in excess of the pro rata amount it is entitled to under this Agreement, then: (i)

the Recovering Lender shall, within 3 Business Days, notify details of the receipt or recovery, to the Lenders;

(ii)

the Lender Committee (acting on the instructions of the Majority Lenders) shall determine whether the receipt or recovery is in excess of the amount the Recovering Lender is entitled to under this Agreement; and

(iii)

the Recovering Lender shall, within 3 Business Days of demand by the Lender Committee (acting on the instructions of the Majority Lenders), pay to the Lenders an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Lender Committee (acting on the instructions of the Majority Lenders) determines may be retained by the Recovering Lender as its share of any payment to be made, in accordance with this Agreement.

(c)

The Lenders shall treat the Sharing Payment as if it had been paid by the Borrower to the Lenders and the Lender Committee (acting on the instructions of the Majority Lenders) shall instruct the relevant Lenders to distribute the Sharing Payment between the Lenders (other than the Recovering Lender) in accordance with the terms of this Agreement towards the obligations of the Borrower to such Lenders.

(d)

Clause 23.1 (Payments) will override any appropriation made by the Borrower.

No set-off permissible by the Borrower (a)

All payments to be made by the Borrower under this Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

(b)

Paragraph (a) above shall not apply to any payments to be made by the Borrower in relation to any rights and obligations the Borrower acquired from an Existing Lender in accordance with Clause 19.1(c).

Business Days (a)

Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date and in accordance with the provisions of Clause 10.3 (Payment of interest).

0031821-0000769 EUO3: 2002225271.20

34

23.5

Currency of amount (a)

Subject to this Clause 23.5, Euro is the currency of account and payment for any sum due from the Borrower under this Agreement.

(b)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c)

Any amount expressed to be payable in a currency other than Euro shall be paid in that other currency.

24.

NOTICES

24.1

Communications in writing Any communication to be made under or in connection with this Agreement shall be made in writing.

24.2

Addresses (a)

Except as provided below, the contact details of each Party for all communications in connection with this Agreement are those notified by that Party for this purpose to the Closing Agent on or before the date it becomes a Party.

(b)

The contact details of the Borrower for this purpose are:

Address:

Utrechtseweg 68 6812 AH Arnhem The Netherlands

Email:

[]

Attention:

[]

(c)

The contact details of the Closing Agent for this purpose are:

Address:

[]

Email:

[]

Attention:

[]

(d)

Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective, if by way of letter, when it has been left at the relevant address or 5 Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under this Clause 24.2 (Addresses), if addressed to that department or officer.

0031821-0000769 EUO3: 2002225271.20

35

24.3

Electronic communication (a)

(b)

24.4

Any communication to be made between the Parties under or in connection with this Agreement may be made by electronic mail or other electronic means, if the Parties: (i)

agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii)

notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii)

notify each other of any change to their address or any other such information supplied by them.

Any electronic communication made between the Parties will be effective only when actually received in readable form and in the case of any electronic communication made by the Borrower to the Closing Agent or the Lender Committee, as applicable, only if it is addressed in such a manner as the Closing Agent or the Lender Committee, as the case may be, shall specify for this purpose.

English language (a)

Any notice given under or in connection with this Agreement must be in English.

(b)

All other documents provided under or in connection with this Agreement must be: (i)

in English; or

(ii)

if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

25.

CALCULATIONS AND CERTIFICATES

25.1

Certificates and determinations Any certification or determination by the Borrower of a rate or amount under this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

25.2

Day count convention Any interest, commission or fee accruing under this Agreement will (unless otherwise expressly stated in this Agreement) accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

26.

PARTIAL INVALIDITY If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

0031821-0000769 EUO3: 2002225271.20

36

27.

REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of the Lenders, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

28.

AMENDMENTS AND WAIVERS Any term of this Agreement may be amended or waived only with the written consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.

29.

COUNTERPARTS This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

30.

GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Dutch law.

31.

EXECUTION OF THE AGREEMENT BY ATTORNEY If a Party incorporated in the Netherlands, is represented by an attorney in connection with the signing and/or execution of this Agreement or any other agreement, deed or document referred to in this Agreement or made pursuant to this Agreement, it is hereby expressly acknowledged and accepted by the other Parties that the existence and scope of the attorney's authority and the effect of attorney's exercise or purported exercise of his authority shall be governed by Dutch law.

32.

ENFORCEMENT (a)

The courts of Amsterdam, the Netherlands have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute).

(b)

The Parties agree that the courts of Amsterdam, the Netherlands are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

0031821-0000769 EUO3: 2002225271.20

37

SCHEDULE 1 THE LENDERS

Name [] [] [] [] [] [] [] []

0031821-0000769 EUO3: 2002225271.20

Commitment (€) [] [] [] [] [] [] [] []

38

SCHEDULE 2 CONDITIONS PRECEDENT 1.

The borrower

(a)

A copy of the constitutional documents of the Borrower, including an up-to-date extract of the trade register of the chamber of commerce.

(b)

A copy of a resolution of the board of directors of the Borrower: (i)

approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;

(ii)

authorising a specified person or persons to execute this Agreement on its behalf; and

(iii)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement.

(c)

A copy of a resolution of the supervisory board of the Borrower evidencing its approval of the execution of, and the terms of, and the transactions contemplated by, this Agreement.

(d)

Evidence of (i) the request for advice from each works council, or central or European works council with jurisdiction over the transactions contemplated by this Agreement and (ii) positive or neutral advice and, to the extent subject to conditions, such conditions shall not (A) lead, or be reasonably expected to lead, to a breach of the terms of this Agreement and (B) be negative for the Lenders.

2.

Legal opinion

(a)

A legal opinion of Allen & Overy LLP, legal advisers to the Borrower, substantially in the form distributed to the Lenders prior to signing this Agreement.

(b)

A tax opinion of KPMG Meijburg, tax advisers to the Borrower, substantially in the form distributed to the Lenders prior to signing this Agreement.

3.

Financial update A financial update to be provided by the Borrower to KPMG no later than 15 September 2021 consisting of (i) the Borrower’s Interim Accounts (S1) (including the Borrower’s semi-annual balance sheet), (ii) an impact analysis of published and final “methode besluit” on financial projections, (iii) a trading update of Capex and (iv) an overview of other events or developments which may have a significant impact on the net debt position or financial forecast of the Borrower.

4.

Other documents and evidence Evidence that any fees, costs and expenses due from the Borrower have been paid or will be paid by the date of this Agreement.

0031821-0000769 EUO3: 2002225271.20

39

SCHEDULE 3 FORM OF REQUEST To:

[] as Closing Agent

From:

Alliander N.V.

Date:

8 December 2021

Alliander N.V. – EUR 600,000,000 Fixed Rate Convertible Shareholder Loan Facility dated 2 December 2021 (the Agreement) 1.

We refer to the Agreement. This is a Request.

2.

We wish to borrow a Loan on the following terms: (a)

Utilisation Date: 15 December 2021

(b)

Amount: €600,000,000

3.

Payment instructions are: [].

4.

We confirm that each condition precedent under the Agreement which must be satisfied on the date of this Request is so satisfied.

5.

We represent and warrant for the benefit of the Lenders that:

6.

(a)

no Default is continuing or would result from the proposed Loan; and

(b)

the Representations made by us (other than the representations set out in Clause 17.7 (No Conversion Event) and Clause 17.11 (Tax Deduction)) by reference to the facts and circumstances then existing were true in all material respects.

This Request is irrevocable.

Alliander N.V. By:

0031821-0000769 EUO3: 2002225271.20

40

SCHEDULE 4 FORM OF TRANSFER CERTIFICATE To:

[[] as New Lender (the New Lender)]/[the Borrower]

From:

[THE EXISTING LENDER] (the Existing Lender)

Date:

[]

Alliander N.V. – EUR 600,000,000 Fixed Rate Convertible Shareholder Loan Facility dated 2 December 2021 (the Agreement) We refer to the Agreement. This is a Transfer Certificate. 1.

The Existing Lender transfers by way of transfer of contract to the [New Lender]/[Borrower] the Existing Lender's rights and obligations referred to in the Schedule below in accordance with the terms of the Agreement.

2.

The proposed Transfer Date is [].

3.

[On the Transfer Date the New Lender becomes Party to the Agreement as a Lender.]

4.

[The administrative details of the New Lender for the purposes of the Agreement are set out in the Schedule.]

5.

This Transfer Certificate acts as notice to the Borrower of the transfer referred to in this Transfer Certificate.

6.

This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

7.

This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by Dutch law.

8.

This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

0031821-0000769 EUO3: 2002225271.20

41

THE SCHEDULE Rights and obligations to be transferred [insert relevant details, including applicable Commitment (or part)] [Administrative details of the New Lender [insert address for notices and payment details etc.]]

[EXISTING LENDER]/[BORROWER]

[NEW LENDER]

By: []

By: []

By: []

0031821-0000769 EUO3: 2002225271.20

42

SCHEDULE 5 FORM OF COMMITMENT PROPOSAL To:

Alliander N.V.

From:

[]

Date:

[a date no later than 1 December] 2021

Alliander N.V. – EUR 600,000,000 Fixed Rate Convertible Shareholder Loan Facility to be dated 2 December 2021 (the Agreement) 1.

We refer to the Agreement. This is a Commitment Proposal.

2.

We are the legal owner of [] Ordinary Shares in the Borrower.

3.

We confirm that our proposed Commitment is EUR [].

4.

We acknowledge that our final Commitment will be allocated by you in accordance with Clause 5 (Allocation of Commitments) of the Agreement.

5.

Our administrative details for the purposes of the Agreement are set out below: [].

6.

This Commitment Proposal is irrevocable.

[] By:

0031821-0000769 EUO3: 2002225271.20

43

SCHEDULE 6 VALUATION FRAMEWORK Valuation will be based on the fair market value principle: Fair market value is the price at which the shares of the Borrower would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of relevant facts. Fair value will be determined using generally accepted valuation methodologies, preferably the income approach is deployed. In case part of shares will be transferred, the valuation will be based on pro rata parte of the 100% value (i.e. no discounts due to lack of control and/or liquidity).

0031821-0000769 EUO3: 2002225271.20

44

SIGNATORIES The Borrower Alliander N.V.

By ___________________________________

By ___________________________________

Name:

Name:

Title:

Title:

[LENDER AND CLOSING AGENT SIGNATURE PAGES TO BE ADDED]

0031821-0000769 EUO3: 2002225271.20

45