Bijlage B1 Enexis - convertible shareholder loan.pdf

BIJLAGE B1 DRAFT DATED 14 APRIL 2020 FOR DISCUSSION PURPOSES ONLY SUBJECT TO COMMENTS AND REVIEW FROM LENDERS, RATING AGENCIES AND COUNSEL SUBJECT TO MARKET DEVELOPMENTS, INCLUDING AROUND COVID-19 -i- [•] 2020 ENEXIS HOLDING N.V. as Borrower THE SHAREHOLDERS as the Lenders EUR 500,000,000 FIXED RATE CONVERTIBLE SHAREHOLDER LOAN FACILITY AMS6396602/27 154623-0030 CONTENTS CLAUSE PAGE -ii- 1. Definitions and interpretation ........................................................................... 1 2. Subordination .................................................................................................. 15 3. The facility ...................................................................................................... 16 4. Purpose ............................................................................................................ 16 5. Lender accessions ........................................................................................... 16 6. Allocation of Commitments ............................................................................ 16 7. Conditions of utilisation .................................................................................. 18 8. Loans ............................................................................................................... 19 9.

Repayment and prepayment ............................................................................ 19 10. Substitution or variation .................................................................................. 21 11. Costs of utilisation .......................................................................................... 21 12. Interest periods ................................................................................................ 22 13. Conversion ...................................................................................................... 24 14. Taxation .......................................................................................................... 27 15. Mitigation by the Lenders ............................................................................... 31 16. Costs and expenses ......................................................................................... 31 17. Representations and warranties ....................................................................... 32 18. Undertakings ................................................................................................... 34 19. Events of default ............................................................................................. 36 20. Changes to parties ...........................................................................................

37 21. Lender Committee .......................................................................................... 38 22. The Closing Agent .......................................................................................... 38 23. Conduct of business by the Lenders and the Closing Agent .......................... 39 24. Administration ................................................................................................ 40 25. Notices ............................................................................................................ 41 26. Calculations and certificates ........................................................................... 43 27. Partial invalidity .............................................................................................. 43 28. Remedies and waivers ..................................................................................... 43 29. Amendments and waivers ............................................................................... 44 30. Counterparts .................................................................................................... 44 31. Governing Law ............................................................................................... 44 32. Execution of the agreement by attorney .........................................................

44 AMS6396602/27 154623-0030 CONTENTS CLAUSE PAGE -iii- 33. Enforcement .................................................................................................... 44 Schedule 1 The Lenders .............................................................................................. 45 Schedule 2 Conditions precedent ................................................................................ 47 Schedule 3 Form of request ........................................................................................ 48 Schedule 4 Form of Transfer Certificate .................................................................... 49 Schedule 5 Form of Accession Deed .......................................................................... 51 Schedule 6 Form of Tranche A Commitment Proposal .............................................. 52 Schedule 7 Form of Tranche B Commitment Proposal .............................................. 53 Schedule 8 Form of Excess Commitments Confirmation ........................................... 54 Schedule 9 Valuation Framework ............................................................................... 55 SIGNATURE PAGES ................................................................................................

57 THIS EUR 500,000,000 FIXED RATE CONVERTIBLE SHAREHOLDER LOAN FACILITY (the Agreement) is made on [•] 2020 BETWEEN: (1) ENEXIS HOLDING N.V. , a public company ( naamloze vennootschap ) incorporated under the laws of the Netherlands and registered with the Dutch Chamber of Commerce under number 17238877 (the Borrower); and (2) THE SHAREHOLDERS of the Borrower listed in Part A of Schedule 1 as Tranche A Lenders; and (3) THE SHAREHOLDERS of the Borrower acceding to this Agreement in accordance with the terms of this Agreement as Tranche B Lenders (together with the Shareholders referred to under (2) above, the Lenders). IT IS AGREED: 1. Definitions and interpretation 1.1 Definitions In this Agreement: Accession Deed means a document substantially in the form set out in Schedule 5 (Form of Accession Deed).

Arrears of Interest has the meaning provided in Clause 12.4.3; Articles of Association means the articles of association (statuten) of the Borrower as amended from time to time; Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, registration or declaration; Business Day means, a day (other than a Saturday or Sunday) on which banks are open for general business in the Netherlands; Closing Agent means the province of Noord-Brabant; Closing Date means: (a) in relation to the Tranche A Loan, 29 July 2020 (the Tranche A Closing Date); and (b) in relation to the Tranche B Loan, 30 November 2020 (the Tranche B Closing Date); Commitment means the Tranche A Commitment or the Tranche B Commitment; a Compulsory Arrears of Interest Settlement Event shall have occurred if a dividend (either interim or final), other distribution or payment was validly resolved on, declared, paid or made in respect of : (i) ordinary shares of the Borrower or any other Junior Securities ; or (ii) any Parity Obligations, except where: (x) such dividend, other distribution or payment was required to be AMS6396602/27 154623-0030 257 resolved on, declared, paid or made in the form of ordinary shares of the Borrower; or (y) the Borrower is obliged under the terms of such Parity Obligations or Junior Securities to make such dividend, distribution or other payment;

Conversion Date has the meaning provided in in Clause 13.4.5; Conversion Event means: (a) a downgrade of the Borrower’s long term issuer credit rating below: (i) A with S&P; (ii) A2 with Moody’s; or (iii) a similar rating level with another credit rating agency that is recognized by the Dutch Central Bank (a Recognized Credit Rating Agency); (b) one of the credit ratings set out under (a) above being put under Credit Watch for a downgrade, or being subject to a similar rating action that could lead to a downgrade to a level one notch below A with S&P, A2 with Moody’s or a downgrade from a similar rating level with a Recognized Credit Rating Agency; or (c) the Issuance Authorisation being declared null and void, rev oked or having a remaining validity of 3 months or less.

Conversion Notice has the meaning provided in Clause 13.4.1; Conversion Price has the meaning provided in Clause 13.1.1; Conversion Right has the meaning provided in Clause 13.1.1; Conversion Shares means the Ordinary Shares to be issued and delivered to the Lenders by the Borrower on the Settlement Date on and subject to the terms set out in Clause 13; Credit Watch means the Borrower being included on a list of a Rating Agency or a Recognised Credit Rating Agency which signals that it may downgrade the Borrower’s credit rating; Deferred Interest Payment has the meaning given to it in Clause 12.4.1; Deferral Notice has the meaning given to it in Clause 12.4.1; Dutch Civil Code means Burgerlijk Wetboek; Electricity Act 1998 means the Act of 2 July 1998 of The Netherlands, concerning the rules on prod uction, transportation and supply of electricity (Elektriciteitswet 1998), as amended from time to time and most recently by the Act of 27 March 2019 amending the Electricity Act 1998 (Stb.

201 9, 123) of The Netherlands; AMS6396602/27 154623-0030 357 Electricity Network means an electricity network (net) as described in Section 1, Subsection 1, sub i, of the Electricity Act 1998 which is owned and operated by one or more entities of the Group pursuant to Chapter 3 of the Electricity Act 1998; Euro or € or EUR means the currency introduced at the start of the third stage of economic and monetary union pursuant to the Treaty establishing the European Community, as amended; Event of Default means any event or circumstance specified as such in Clause 19 (Events of Default ) or such other event or circumstance as the Borrower may agree in writing constitutes an Event of Default; Excess Commitments means the aggregate of: (a) the difference between: (i) the total commitments proposed by each Tranche A Lender in the Tranche A Commitment Proposals; and (ii) the Maximum Tranche A Amount, to the extent (i) exceeds (ii); and (b) the difference between: (i) the total commitments proposed by each Tranche B Lender in the Tranche B Commitment Proposals; and (ii) the Maximum Tranche B Amount, to the extent (i) exceeds (ii).

Excess Commitments Confirmation means a letter substantially in the form of Schedule 8 (Form of Excess Commitments Confirmation); Excess Lender means any Lender that has proposed to make available Excess Commitments; Facility means the euro term loan made available under this Agreement as described in Clause 3 (The Facility); Financial Indebtedness means any indebtedness for or in respect of: (a) moneys borrowed; (b) any acceptance credit; (c) any bond, note, debenture, loan stock or other similar instrument; (d) any redeemable preference share; (e) any balance sheet liabilities; (f) receivables sold or discounted (otherwise than on a non -recourse basis); AMS6396602/27 154623-0030 457 (g) the acquisition cost of any asset to the extent payable after its acquisition or possession by the party liable where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset; (h) any derivative trans action protecting against or benefiting from fluctuations in any rate or price (and, except for non -payment of an amount, the then mark to market value of the derivative transaction (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) will be used to calculate its amount); (i) any other transaction (including any forward sale or purchase agreement) which has the

commercial effect of a borrowing including, for the avoidance of doubt, any off -balance sheet financing arrangements; (j) any counter -indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by a bank or financial institution; or (k) any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in paragraphs (a) to (j) above other than (i) arising under a declaration of joint and several liability ( hoofdelijke aansprakelijkheid ) issued for the purpose of Article 2:403 Dutch Civil Code (and any residual liability (overblijvende aansprakelijkheid) under such declaration arising pursuant to Article 2:404(2) Dutch Civil Code) and (ii) any joint and several liability as a result of the establishment of a fiscal unity for corporate income tax of which the Borrower or any of the Borrower's Subsidiaries is the parent company ( moedermaatschappij) or VAT purposes consisting solely of members of the Group; First Reset Date means 30 November 2030; Gas Act means the Act of 22 June 2000 of The Netherlands, concerning the rules on transportation and supply of natural gas ( Gaswet), as amended from time to time and most recently by the Act of 27 March 2019 amending the Gas Act (Stb.

2019, 123) of The Netherlands; Gas Network means a gas network ( gastransportnet) as described in Section 1, Subsection 1, sub d, of the Gas Act which is owned and operated by one or more entities in the Group pursuant to paragraph 1.2 of the Gas Act; Group means the Borrower and the Borrower’s Subsidiaries taken as a whole and member of the Group shall be construed accordingly; Heat Act means the Act of 17 June 2013 of The Netherlands, concerning rules on supply of heat ( Warmtewet), as amended from time to time and most recently by the Act of 4 July 2018 amending the Heat Act (Stb. 2018, 311) of The Netherlands; Heat Network an energy distribution network as defined in the Heat Act; AMS6396602/27 154623-0030 557 Hybrid Securities or Hybrid Loans means securities or loans that at the time of their sale or issuance have been and are continuing to be assigned “equity credit” (or such other nomenclature used by S&P from time to time); Independent Valuation Opinion means the most recent opinion prepared on behalf of the Borrower at the start of each regulatory period applicable to the Borrower pursuant to the Sector Regulation, in accordance with , amongst other things, a valuation framework for purposes of valuating the Ordinary Shares, as included in Schedule 9 (Valuation Framework); Independent Valuation Service Provider means an independent financial institution of

international reput ation, an independent accountancy firm of international standing or independent financial advis er with appropriate expertise, appointed by the Borrower in its sole discretion and at its own expense, provided that if the appointed valuation service provider does not finalise the valuation or significantly qualifies the valuation, the Borrower shall appoint a different valuation services provider in accordance with Clause 13.3; Initial Allocated Commitments means the aggregate of the Initial Allocated Tranche A Commitments and the Initial Allocated Tranche B Commitments; Initial Allocated Tranche A Commitment s has the meaning given to it in Clause 6.1.2; Initial Allocated Tranche A Commitment s has the meaning given to it in Clause 6.2.2; Initial Margin means: (a) in relation to a Tranche A Loan, [•]% ( [•] per cent ) per annum (the Tranche A Initial Margin ), as confirmed by Deloitte Financial Advisory B.V. (Deloitte) to the Borrower in accordance with a calculation method agreed between the Borrower and the Shareholders prior to the date of this Agreement; and (b) in relation to a Tranche B Loan, a percentage per annum (the Tranche B Initial Margin ) that is determined ultimately 7 Business Days prior to the Tranche B Closing Date on the basis of the calculation method used to determine the Tranche A Initial Margin .

The underlying valuation report in relation to the Tranche B Initial Margin shall be shared by Deloitte with the Borr ower, and the Borrower shall request Deloitte to share with the Lenders, ultimately 7 Business Days prior to the Tranche B Closing Date, a summary of the main findings of the valuation report in the form of a pricing report. Interest Payment means in respe ct of an interest payment on an Interest Payment Date, the amount of interest payable for the relevant Interest Period applicable to a Loan; Interest Payment Date means in relation a Loan, the last day of each Interest Period applicable to such Loan; AMS6396602/27 154623-0030 657 Interest Period means, in relation to a Loan, each period determined in accordance with Clause 12 (Interest Periods); Interest Rate means: (a) for any yea r until the First Reset Date, the rate per annum agreed between the Borrower and the Lenders in accordance with Clause 11.2; (b) for any year from the First Reset Date, a rate per annum which shall be the aggregate of: (i) the Margin; and (ii) the applicable 10 Year Swap Rate, provided that if such aggregate is less than zero, the interest rate shall be deemed to be zero; Issuance Authorisation means the authority delegated to the management board of the Borrower in accordance with section 2:96 of the Dutch Civil Code to issue such number of ordinary shares as set out in the

authorisation for the maximum statutory period of 5 years , as said autho rity is in place or renewed on a yearly basis; Junior Securities means the Ordinary Shares, any preference shares in the capital of the Borrower and, if there are any preference shares outstanding, any other instruments outstanding which by their terms ar e expressed to rank pari passu with the preference shares, such instruments; Lender means a Tranche A Lender or a Tranche B Lender; Lender Committee means a committee of Lenders that may be installed by the Lenders in accordance with Clause 21; Liquidation Preference means an amount equal to the aggregate outstanding principal amount of the Loan together with any accrued and unpaid interest up to the date of a winding-up of the Borrower; Loan means the Tranche A Loan or the Tranche B Loan; Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 66 2/3 per cent of the Total Commitment (or, if the Commitments have been reduced t o zero, aggregated more than 66 2/3 per cent of the Commitments immediately prior to that reduction); Mandatory Settlement Date means the earlier of: (a) the date on which a Compulsory Arrears of Interest Settlement Event occurs; or (b) the date on which the Loan s are repaid in accordance with Clause 9 (Repayment) or Clause 19 (Events of Default); MAR means Regulation (EU) No 596/2014 of the European

Parliament and of the Council of 16 April 2014 on market abuse; AMS6396602/27 154623-0030 757 Margin means: (a) in respect of the Reset Period commencing on the First Reset Date and ending on the Reset Date commencing on 30 November 2050 , the aggregate of: (i) the applicable Initial Margin; and (ii) 0.25 per cent per annum; and (b) in respect of the Reset Period commencing on 30 November 2050 and ending on the Termination Date, the aggregate of: (i) the applicable Initial Margin; and (ii) 1.00 per cent per annum; Maximum Tranche A Amount means EUR 500,000,000; Maximum Tranche B Amount means EUR 500,000,000 les s the Initial Allocated Tranche A Commitments; Mitigation Period shall have the meaning given to such term in Clause 15.1.1; Moody’s means Moody’s Investor Services Limited; Optional Deferred Interest Settlement Date has the meaning provided in Clause 12.4.2; Ordinary Shares means fully paid ordinary shares in the capital of the Borrower currently with a par value of €1 (one Euro) each; Parity Obligations means any obligations of the Borrower which rank, or are expressed to rank, pari passu with the Loans; Party means a party to this Agreement; Pricing Report shall have the meaning given to such term in Clause 11.2.6; Qualifying Loan means a loan that contains terms not materially less favourable to the Lenders than the terms of the Loan (as reasonably determined by

the Borrower (in consultation with an independent investment bank or counsel of international standing)) and provided that a certification to such effect (and confirming that the conditions set out in (a) to (h) below have been satisfied) of two senior financial officers of the Borrower shall have been delivered to the Lenders prior to the s ubstitution or variation of the relevant Loan upon which certificate the Lenders shall rely absolutely, provided that: (a) the qualifying loan shall be entered into by the Borrower; (b) the qualifying loan shall, upon a winding-up of the Borrower, rank pari passu with the Loan; (c) the qualifying loan shall contain terms which provide for at least the same interest rate from time to time applying to the Loan and preserve the same interest payment dates; AMS6396602/27 154623-0030 857 (d) the qualifying loan shall preserve the obligations (inc luding the obligations arising from the exercise of any right) of the Borrower as to prepayment of the Loan, including (without limitation) as to timing of, and amounts payable upon, such prepayment; (e) the qualifying loan shall preserve any existing rights t o any accrued interest, any Deferred Interest Payment and any other amounts payable under the Loan which, in each case, has accrued to Lenders and not been paid; (f) the qualifying loan shall preserve the conversion mechanism and Issuance

Authority mechanism agreed upon in this Agreement; (g) the qualifying loan shall not contain terms providing for loss absorption through principal write-down; and (h) the qualifying loan shall otherwise contain substantially identical terms to the Loans, save where any modifications t o such terms are required to be made to avoid the occurrence or effect of a Rating Capital Event, a Tax Deductibility Event or, as the case may be, a Withholding Tax Event, provided that any such modifications required for Dutch tax purposes shall only be permitted if the Borrower has certified to the Lenders that it has consulted with and obtained written advice to this effect from a reputable tax advisor for purposes of such modifications; Rating Agency means Moody’s or any of its subsidiaries and their s uccessors or S&P or any of its subsidiaries and their successors or any rating agency substituted for any of them (or any permitted substitute of them) by the Borrower from time to time; Rating Capital Event means the Borrower having received confirmation from S&P that, as a result of a change, or proposed change, in its hybrid capital methodology or the interpretation thereof which becomes, or would become, effective on or after the date of this Agreement , the Loan s will no longer be eligible for the same, or higher amount of, “equity credit ” (or such other nomenclature as S&P may then use

to describe the degree to which an instrument exhibits the characteristics of an ordinary share) attributed to the Loans at the Tranche A Closing Date or Tranche B Closin g Date, as applicable, or, if later, at the time when S&P first publishes its confirmation of the “equity credit” attributed by it to the Loans; Relevant Amount means, at any Relevant Time, the aggregate principal amount of the Borrower ’s outstanding Hybrid Securities and Hybrid Loans at that time; Relevant Time means the time of the first prepayment after the applicable Closing Date or, if the aggregate principal amount of the Borrower ’s outstanding Hybrid Securities and Hybrid Loans have increased after the applicable Closing Date, the time of the first prepayment after the most recent increase; Remaining Available Sum means the Total Commitments minus the Initial Allocated Commitments; AMS6396602/27 154623-0030 957 Repayment Date has the meaning given to it in Clause 9.1; Repayment Notice has the meaning given to it in Clause 9.3; Representation means each of the representations and warranties set out in Clause 17.1 (Representations and warranties); Request means a request for a Loan, substantially in the form of Schedule 3 (Form of request); Reset Date means the F irst Reset Date and each date falling on the tenth anniversary of the First Reset Date; Reset Period means the period from one Reset Date to

the next following Reset Date; Reset Reference Bank Rate means the percentage rate determined by the Borrower and the Lender Committee (acting on the instructions of the Majority Lenders) jointly on the basis of the 10 Year Swap Rate Quotations provided by five leading swap dealers in the interbank market select ed by the Borrower and the Lender Committee (the Reset Reference Banks ) to the Borrower and the Lender Committee at approximately 11:00 a.m. (Central European time) on the relevant Reset Date. If (a) at least three quotations are provided, the 10 Year Swap Rate will be determined by the Borrower and the Lender Committee on the basis of the arithmetic mean (or, if only three quotations are provided, the median) of the quotations provided, eliminating the highest quotation (or, in the event of equality, one o f the highest) and the lowest quotation (or, in the event of equality, one of the lowest); (b) if only two quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of the quotations provided; (c) if only one quotation is provided, the Reset Reference Bank Rate will be the quotation provided; and (d) if no quotations are provided, the Reset Reference Bank Rate for the relevant period will be (i) in the case of each Reset Period other than the Reset Period commencing on the First Reset Date, the Reset Reference Bank Rate in respect of the

immediately preceding Reset Period, or (ii) in the case of the Reset Period commencing on the First Reset Date, equal to the last available 10 year mid-swap rate for euro swap transactions, expressed as an annual rate, on the Reset Screen Page; Sector Regulation means any ma ndatory regulatory requirement pursuant to EU or the Netherlands energy sector regulation, including but not limited to any mandated reorganisation, amalgamation, acquisition, disposal or consolidation of an Electricity Network and/or Gas Network and/or Heat Network; Securities means a ny securities including, without limitation, shares in the capital of the Borrower, or options, warrants or other rights to subscribe for or purchase or acquire shares in the capital of the Borrower; Selected Independent Valuation Service Provider has the meaning provided in Clause 13.3.1; AMS6396602/27 154623-0030 1057 Senior Obligations means all obligations of the Borrower, issued directly or indirectly by it, other than : (i) Parity Obligations; and (ii) the share capital of the Borrower and any other instruments which by their terms are expressed to rank pari passu with the shares in the capital of the Borrower; Substantial Repurchase Event shall be deemed to occur if prior to the giving of the r elevant notice of prepayment the Borrower or any of its Subsidiaries repurchases (and effects corresponding cancellations)

or prepays all Loans in respect of 80 per cent or more in the principal aggregate amount of the Loans; Settlement Date means the date on which the Ordinary Shares are delivered on exercise of the Conversion Right; Shareholders means the holders of Ordinary Shares in the capital of the Borrower from time to time; S&P means Standard & Poor’s Rating Services a division of the McGr aw Hill Companies, Inc. or any successor to its rating business; Subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent of the voting capital or similar right of ownership and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; Tax means any tax, levy, impost, duty or other charge, or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same); Tax Deductibility Event means the Borrower having sufficiently obtained an opinion in writing from a reputable law firm of good standing, a decision of the Dutch tax authorities and/or a court ruling to the effect that interest payments under the loan are not or will no longer be, tax -deductible by the Borrower for Dutch corporate income tax purposes; “Tax Law Change” means a

change in or proposed change in, or amendment or proposed amendment to, the laws or regulations of The Netherlands or any political subdivision or any authority thereof or therein having the power to tax corporate profits and dividends ( vennootschaps-en divide ndbelasting), including any treaty or convention to which The Netherlands is a party, or any change in the application or interpretation of such laws or regulations or any such treaty or convention, including a decision of any court or tribunal, or any interpretation or pronouncement by any relevant tax authority that provides for a position with respect to such laws or regulations or interpretation thereof that differs from the previously generally accepted and applied position in relation to similar trans actions, which change or amendment becomes, or would become, effective on or after the Closing Date; Termination Date means 30 November 2080; Tranche A Commitment Proposal means a document substantially in the form set out in Schedule 6 (Form of Tranche A Commitment Proposal); AMS6396602/27 154623-0030 1157 Tranche A Loan means the term loan facility made available under this Agreement on the Tranche A Closing Date; Tranche A Commitments means, in relation to each Tranche A Lender, the amount set opposite its name in Part A of Schedule 1 (The Lenders) and the amount of any other Commitment transferred to it under

this Agreem ent, in each case to the extent not cancelled, reduced or transferred by it under this Agreement; Tranche A Lender means each Lender included in Part A of Schedule 1 (The Lenders) and each Shareholder which becomes a lender under the Tranche A Loan in accordance with Clause 5 (Lender accessions); Tranche B Commitment Proposal means a document substantially in the form set out in Schedule 7 (Form of Tranche B Commitment Proposal); Tranche B Loan means the term loan facility made available under this Agreement on the Tranche B Closing Date; Tranche B Commitments means, in relation to each Tranche B Lender, the amount set opposite its name in Part B of Schedule 1 (The Lenders) and the amount of any other Commitment transferred to it under this Agreement , in each case to the extent not cancelled, reduced or transferred by it un der this Agreement; Tranche B Lender means each Lender included in Part B of Schedule 1 (The lenders) and each Shareholder which becomes a lender under the Tranche B Loan in accordance with Clause 5 (Lender accessions); Transfer Certificate means a certificate, substantially in the form of Schedule 4 (Form of Transfer Certificate ) or any other form agreed between the Majority Lenders and the Borrower; Total Commitments means the aggregate of the Commitments being EUR 500,000,000 as at the date of this Agreement; Unpaid Sum means any sum due

and payable but unpaid by the Borrower under this Agreement; Utilisation means the utilisation of a Loan under the Facility; Utilisation Date means each date on which the Facility is utilised. Withholding Tax Event means an event that shall be deemed to occur if as a result of a Tax Law Change, in making any payments on any of the Loans, the Borrower has paid or will or would on the next Interest Payment Date be required to pay Additional Amounts on any of the Loan s and the Borrower cannot avoid the foregoing in connection with the Loan s by taking reasonable measures available to it; 10-year Swap Rate means, in respect of any Reset Period, the mid -swap rate expressed as an annual rate for swap transactions in euro with a term of 10 years commencing on the relevant Reset Date as displayed on Reuters screen “ICESWAP2” or, if such rate is not displayed on such screen as at the relevant AMS6396602/27 154623-0030 1257 time, the mid -swap rate expressed as an annual rate for swap transactions in euro with a term of 10 years commencing on the relevant Reset Date as displayed on such other page or service as the Borrower and the Lender Committee (a cting on the instructions of the Majority Lenders) jointly determine may replace it for the purposes of displaying swap rates of leading reference banks for swaps in euro (in each case, the Reset Screen Page) as at 11:00 a.m.

(Central European time) on the relevant Reset Date. In the event that the relevant 10 Year Swap Rate does not appear on the Reset Screen Page on the relevant Reset Date, the 10 Year Swap Rate will be the Reset Reference Bank Rate on such Reset Date; 10 Year Swap Rate Quotations means, in relation to any Reset Period, the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on a 30/360 day count basis) of a fixed -for-floating euro interest rate swap which (i) has a term of ten years commencing on the releva nt Reset Date, (ii) is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market, and (iii) has a floating leg based on the 6 -month EURIBOR rate (ca lculated on the basis of the actual number of days elapsed and a year of 360 days) or, if the 6 -month EURIBOR rate is no longer being calculated or administered as at the relevant Reset Date, any alternative rate which has replaced EURIBOR in customary mar ket usage for the purposes of determining floating rates of interest in respect of euro-denominated securities, as determined by an independent financial adviser of international reput ation or an independent financial adviser with appropriate expertise (the IFA) appointed by the Borrower in its sole discretion.

The alternative rate will be notified to the Borrower by the IFA, and promptly thereafter by the Borrower to the Lenders, provided however, that if the IFA determines, in good faith and following con sultation with the Borrower, that there is no clear market consensus as to whether any rate has replaced EURIBOR in customary market usage for the purposes of determining floating rates of interest in respect of euro-denominated securities, the IFA may determine an appropriate alternative rate, and the decision of the IFA will be binding on the Borrower, the Lender Committee and the Lenders . If the IFA is unable to determine an appropriate alternative rate, the Reset Reference Bank Rate for the relevant per iod will be (i) in the case of each Reset Period other than the Reset Period commencing on the First Reset Date, the Reset Reference Bank Rate in respect of the immediately preceding Reset Period, or (ii) in the case of the Reset Period commencing on the F irst Reset Date, e qual to the last available 10 year mid- swap rate for euro swap transactions, expressed as an annual rate, on the Reset Screen Page; and 12-Year Swap Rate means, in respect of any Reset Period, the mid -swap rate expressed as an annual rate for swap transactions in euro with a term of 12 years commencing on the relevant Reset Date as displayed on Reuters screen “ICESWAP2” or, if such rate is not displayed

on such screen as at the relevant time, the mid -swap rate expressed as an annual rate for swap transactions in euro with a term of 12 years commencing on the relevant Reset Date as displayed on the Reset Screen Page as at 11:00 a.m. (Central European time) on the relevant Reset Date. In the event that the relevant 12 Year Swap Rate AMS6396602/27 154623-0030 1357 does not appear on the Reset Screen Page on the relevant Reset Date, the 12 Year Swap Rate will be established by the Borrower and the Lender Committee (acting on the instructions of the Majority Lenders) in accordance with the mechanics applicable to the 10 Year Swap Rate.

1.2 Construction 1.2.1 Unless a contrary indication appears, any reference in this Agreement to: (a) the list of contents and headings are for ease of reference only and shall not be taken into account in construing this Agreement; (b) “Clauses” and “Schedules” are to be construed as references to the clauses of, and schedules to, this Agreement; (c) the words “include(s)”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words; (d) the expression “this Clause” shall, unless followed by reference to a specific provision, be deemed to refer to the whole clause (not merely the clause, paragraph or other provision) in which the expression occurs; (e) any “assignee” of a person shall include any person who has assumed a ll or some of the rights and/or obligations of the relevant person, whether by assignment, novation or otherwise; (f) “in writing” means any communication made by letter or fax; (g) “assets” includes revenues, property and rights of every kind, present, future, ac tual and contingent and whether tangible or intangible (including uncalled share capital); (h) the words “other” and “otherwise” shall not be construed ejusdem generis with any preceding words where a wider construction is possible; (i) words importing

the “plural” shall include the “singular” and vice versa and words importing genre shall include any genre; (j) any “person” or “Person” includes one or more of that person’s assigns, transferees, successors in title, delegates, sub -delegates and appointees (in the case of a Party, in so far as such assigns, transferees, successors in title, delegates, sub -delegates and appointees are perm itted) and any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality); AMS6396602/27 154623-0030 1457 (k) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having the force of law, only if the persons to whom it is intended to apply generally comply with it) of any governmental, intergovernmental or supranational body, agency, department or reg ulatory, self -regulatory or other authority or organisation; (l) any “statute” or “statutory provision ” includes any statute or statutory provision which amends, extends, consolidates or replaces it, or which has been amended, extended, consolidated or replace d by it, and any orders, regulations, instruments or other subordinate legislation made under it; and (m) this “Agreement” or any other agreement or instrument is a reference to the Agreement

or other agreement or instrument as amended, varied, novated, supple mented or replaced from time to time. 1.2.2 Unless the contrary intention appears, a reference to a “month” or “months” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that: (a) if the numerically corresponding day is not a Business Day, the period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (b) if there is no numerically corresponding day in that month in which that period is to end, that period shall end on the last Business Day in that month; and (c) notwithstanding paragraph (a) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate. The above rules will only apply to the last month of any period.

1.2.3 Unless the contrary intention appears, a reference to a “year” or “years” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar year, except that: (a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Da y in that calendar year in which that period is to end if there is one or, if there is not, on the immediately preceding Business Day; AMS6396602/27 154623-0030 1557 (b) if there is no numerically corresponding day in the calendar year in which that period is to end, that period shall end o n the last Business Day in that calendar year; and (c) if an Interest Period begins on the last Business Day of a calendar year, that Interest Period shall end on the last Business Day in the calendar year in which that Interest Period is to end. The above rul es 1.2.3 to (c) will only apply to the last Year of any period. 1.2.4 Section, clause and schedule headings are for ease of reference only. 1.3 Third party rights 1.3.1 Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right to enforce or to enjoy the benefit of any term of this Agreement.

1.3.2 Notwithstanding any term of this Agreement, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time. 1.4 Dutch terms In this Agreement, a reference to: 1.4.1 a “necessary action to authorise ” includes without limitation, where applicable, compliance with any requirements of Wet op de ondernemingsraden (Works Councils Act of The Netherlands); 1.4.2 a “winding-up”, “administration” or “dissolution” includes a Dutch entity being: (a) declared bankrupt (failliet verklaard); (b) dissolved (ontbonden); 1.4.3 any “step or procedure ” taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under section 36 of the Invorderingswet 1990 (Tax Collection Act of The Netherlands); and 1.4.4 a “merger” includes a juridische fusie. 2. Subordination 2.1.1 In the event of the winding -up, liquidation or dissolution of the Borrower, the Lenders shall be entitled to claim a cash payment equal to the Liquidation Preference. Such claim of the Lenders under the Facility shall rank: (a) junior to the Senior Obligations; (b) pari passu with the Parity Obligations; and AMS6396602/27 154623-0030 1657 (c) senior only to the Junior Securities.

2.1.2 Accordingly, no amounts shall be payable in such winding-up, liquidation or dissolution of the Borrower in respect of the Facility unless all the claims of all other Senior Obligations shall have been paid in full. 2.1.3 Subject to applicable law, no Lender may exercise or claim any right of set-off in respec t of any amount owed to it by the Borrower arising under or in connection with the Facility and each Lender will be deemed to have waived all such rights of set-off. 2.1.4 This Clause 2 (Subordination) is an irrevocable stipulation (derdenbeding) for the benefit of the creditors of the Senior Obligations and each such creditor may rely on and enforce this Clause 2 (Subordination) under Section 6:253 of the Dutch Civil Code. 3. The facility Subject to the terms of this Agreement, the Lenders make available to the Borrower a euro term loan fa cility in a maximum aggregate amount equal to the Total Commitments, which shall be split into two tranches for purposes of enabling the Lenders to make available their Commitments under the Loans on the Tranche A Closing Date and the Tranche B Closing Date, respectively. 4. Purpose 4.1 Purpose The Borrower shall apply all amounts borrowed by it under the Facility towards its general corporate and working capital purposes , including but not limited to refinancing of its existing financial indebtedness.

4.2 Monitoring No Lender is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement. 5. Lender accessions 5.1.1 Subject to compliance with the provisions of this Agreement, any Shareholder which is not a Lender on the date of this Agreement may become a Tranche A Lender or a Tranche B Lender, as the case may be. 5.1.2 A Shareholder shall become a Lender if the Shareholder delivers to the Borrower and the Lender Committee a duly completed and executed Accession Deed, setting out the date o f accession as Lender to this Agreement and the qualification of the Shareholder as a Tranche A Lender or a Tranche B Lender. 6. Allocation of Commitments The Commitments of each Lender shall be established and allocated in AMS6396602/27 154623-0030 1757 accordance with the provisions of this Clause 6. 6.1 Tranche A Lenders 6.1.1 Each Tranche A Lender shall no later than 5 Business Days prior to the Tranche A Closing Date, deliver to the Borrower a duly completed and executed Tranche A Commitment Proposal.

6.1.2 Upon receipt of all Tranche A Commitment Proposals, the Borrower shall: (a) allocate the available commitme nts, taking into account the Maximum Tranche A Amount and provided that a Tranche A Lender shall only be entitled to a maximum amount of Tranche A Commitments equal to its pro rata ownership of the Ordinary Shares held by each Tranche A Lender . The total c ommitments so allocated shall constitute the Initial Allocated Tranche A Commitments; and (b) no later than 5 Business Days prior to the Tranche A Closing Date, inform each Tranche A Lender of its Commitments. 6.2 Tranche B Lenders 6.2.1 Each Tranche B Lender shall no later than 5 Business Days prior to the Tranche B Closing Date, deliver to the Borrower a duly completed and executed Tranche B Commitment Proposal. 6.2.2 Upon receipt of all Tranche B Commitment Proposals, the Borrower shall: (a) allocate the available commitments, taking into account the Maximum Tranche B Amount and provided that a Tranche B Lender shall only be entitled to a maximum amount of Tranche B Commitments equal to its pro rata ownership of the Ordinary Shares held by each Tranche B Lender . The total commi tments so allocated shall constitute the Initial Allocated Tranche B Commitments; and (b) no later than 5 Business Days prior to the Tranche B Closing Date inform each Tranche B Lender and of its Commitments.

6.3 Allocation of Remaining Available Sum (a) Within 2 Business Days following each Tranche B Lender having been informed by the Borrower of its Commitments in accordance with Clause 6.2.2(b), the Borrower shall inform each Excess Lender of its relative interest in the Excess Commitments, by delivering to each Excess Lender a duly completed and executed Excess Commitments Confirmation . Each Excess Lender shall within 2 Business Days following receipt of the Excess Commitments Confirmation, reconfirm to the Borrower whether its part in the Excess Commitments is still available to the Borrower as Excess Commitments , by AMS6396602/27 154623-0030 1857 returning a countersigned Excess Commitments Confirmation to the Borrower. (b) If applicable, the Borr ower shall a llocate the Remaining Available Sum to the Excess Lenders, pro rata to their relative interest in the Excess Commitments (as reconfirmed by each Excess Lender pursuant to Clause 6.3(b) above) or otherwise as reasonably determined by the Borrower. (c) Immediately upon such allocation, the Borrower shall deliver to each Le nder an updated Schedule 1 setting out the Commitments of each Lender on the Tranche B Closing Date.

(d) Interest on the Excess Commitments shall accrue from the Tranche B Closing Date , applying the Interest Rate applicable to the Tranche B Loan and otherwise in accordance with the terms of this Agreement. 7. Conditions of utilisation 7.1 Conditions precedent to utilisation 7.1.1 The Borrower may not deliver a Request unless the Closing Agent has received all the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance sat isfactory to the Closing Agent . The Closing Agent shall notify the Borrower and the Lenders promptly upon being so satisfied. 7.1.2 Other than to the extent that the Majority Lenders notify the Closing Agent in writing to the contrary before the Closing Agent gives the notification described in paragraph 7.1.1 above, the Lenders authorise (but do not require) the Closing Agent to give that notification. The Closing Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

7.2 Further conditions precedent The obligations of each Lender to participate in any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that L oan, the Borrower represents and warrants for the benefit of the Lenders that: 7.2.1 no Event of Default was continuing or would result from the proposed Loan; and 7.2.2 the Representations made by the Borrower (other than the representations set out in Clause 17.5 (No Rating Capital Event or Conversion Event) and Clause 17.6 (Tax Deduction )) by reference to the facts and circumstances then existing were true. AMS6396602/27 154623-0030 1957 8. Loans 8.1 Delivery of a request The Borrower shall utilise the Facility by delivery to the Closing Agent of a duly completed Request not later than: 8.1.1 for the Tranche A Loan, three Business Days prior to the Tranche A Closing Date; and 8.1.2 for the Tranche B Loan, three Business Days prior to the Tranche B Closing Date. 8.2 Lenders’ participation If the conditions set out i n this Agreement h ave been met , each Lender shall make its participation in each Loan available by the applicable Closing Date. 9. Repayment and prepayment 9.1 The Borrower shall repay the Loans in full on the Termination Date.

9.2 The Borrower may , if it gives the Lenders no less than 30 nor more than 60 days’ notice, prepay the whole of the Loans (together with any accrued and unpaid interest and any outstanding Arrears of Interest up to (but excluding) the date of repayment), as follows: 9.2.1 on any Reset Date; or 9.2.2 the date on which the whole of the Loan s is repaid following the occurrence of a Rating Capital Event, a Substantial Rep urchase Event, a Tax Deductibility Event or in relation to a Withholding Tax Event, in each case at 101 per cent of the principal amount of each Loan, each a Repayment Date. 9.3 Any notice of repayment given by the Borrower pursuant to this Clause 9 (a Repayment Notice) shall be irrevocable. The Repayment Notice shall specify : (i) the Repayment Date ; (ii) the principal amount of the relevant Loan outstanding, in each case as at the latest practicable date prior to the publication of the Repayment Notice ; and (iii) the amount of accrued interest and Arrears of Interest (if any) payable in respect of the relevant Loan on the Repayment Date.

9.4 Cancellation If all or part of any Lender’s participation in a Loan is repaid or in respect of which Conversion Rights are exercised , an amount of that Lender’s Commitment (equal to the amount of participation which is repaid or the amount of the Loan in respect of which Conversion Rights are exer cised) will be deemed to be cancelled on the date of repayment or the Conversion Date, as applicable. AMS6396602/27 154623-0030 2057 9.5 Multiple notices If more than one notice of repayment is given pursuant to this Clause 9, the first of such notices to be given shall prevail. 9.6 Re-borrowing The Borrower may not re-borrow any part of the Facility which is repaid or in respect of which conversion has occurred pursuant to Clause 13 (Conversion). 9.7 Limitation The Borrower shall not prepay all or any part of a Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.

9.8 Prepayment intention The Borrower intends (without thereby assuming a legal or contractual obligation) that it will prepay the Loan s only to the extent that the part of the aggregate principal amount of the Loan s to be prepaid which was assigned “equity credit” (or such similar nomenclature used by S&P from time t o time) at the time of the entering into of the Loan s does not exceed such part of the net proceeds received by the Borrower or any subsidiary of the Borrower after the Effective Date but on or prior to the date of such prepayment from the sale or issuance of securities or the borrowing of a loan by the Borr ower or such subsidiary to third party purchasers or from third party lenders (other than group entities of the Borrower) which are assigned by S&P “equity credit” (or such similar nomenclature used by S&P from time to time) (but taking into account any ch anges in hybrid capital methodology or another relevant methodology or the interpretation thereof since the entering into of the Loans), unless: 9.8.1 the rating assigned by S&P to the Borrower at the time of such prepayment is at least equal to the rating at th e time of the last additional hybrid issuance and the Borrower is comfortable that such rating would not fall below this level, as a result of such prepayment; 9.8.2 in the case of a prepayment, such prepayment is, taken together with relevant

repurchases or red emptions of other Hybrid Securities or Hybrid Loans of the Borrower : (a) in any period of 12 consecutive months starting at the Relevant Time, of less than 10 per cent of the Relevant Amount; or (b) in any period of 10 consecutive years starting at the Relevant Time, of less than 25 per cent of the Relevant Amount, provided that such prepayment has no materially negative effect on the Borrower’s credit profile; 9.8.3 if, in the case of a repurchase, such repurchase is in an amount necessary to allow the Borrower ’s aggregate amount of hybrid capital remaining outstanding after such repurchase to remain below the maximum aggregate principal amount of hybrid capital to which S&P would assign equity content under its prevailing methodology; AMS6396602/27 154623-0030 2157 9.8.4 the Loans are prepaid pursuant to a Substantial Repurchase Event, or a Tax Deduction Event, a Withholding Tax Event, or a Rating Event; 9.8.5 the Loans are not assigned an “equity credit” by S&P (or such similar nomenclature then used by S&P) at the time of such prepayment; or 9.8.6 such prepay ment occurs on or after the Reset Date falling on 30 November 2050. 10.

Substitution or variation The Borrower may, upon the occurrence of a Rating Capital Event, a Tax Deductibility Event or a Withholding Tax Event, at any time, without the consent of the relevant Lenders, either: (i) substitute the Loans (in full) for; or (ii) vary the terms of the Loan s with the effect that the Loan s remain or become, as the case may be, a Qualifying Loan. The Lenders shall be obliged to cooperate with such substitution or variation. 11. Costs of utilisation 11.1 Interest The rate of interest on the Loan is the Interest Rate. 11.2 Interest rate for any year until the First Reset Date 11.2.1 The interest rate for any year until the First Reset Date will be the midpoint of a range that is quoted by an independent reputable party (the Selected Party ), such as a bank or a financial advisory firm, rounded to the nearest 5 basis points , in accordance with this Clause 11.2. 11.2.2 The Selected Party will be engaged by the Borrower at least 25 Business Days before the Tranche A Closing Date and the Trance B Closing Date, respectively , acting in good faith. Upon instruction, the Borrower shall immediately send a notice to the Lenders informing them of the instruction (the Selection Notice ).

The Majority Lenders have the right to reject , acting in good faith, the Selected Party once, by sending a notice to the Borrower within 15 Business Days of receipt by the Lenders of the Selection Notice . Upon receipt of such notice, the Borrower will engage an alternative independent reputable party (the Alternative Party). The Borrower may delay the Closing Date for the purpose of engaging an Alternative Party if the Lenders exercise their rights to reject the Selected Party. 11.2.3 The interest rate will be set during the period that starts no earlier than 5 Business Days before the Tranche A Closing Date and the Trance B Closing Date, respectively. 11.2.4 Two Business Days prior to: (a) the Tranche A Closing Date , the rate which results from interpolating on a linear basis between: AMS6396602/27 154623-0030 2257 (i) the applicable 10 Year Swap Rate; and (ii) the applicable 12 Year Swap Rate, will be added to the Tranche A Initial Margin to create the interest rate applicable to Tranche A; and (b) the Tranche B Closing Date, the 10 Year Swap Rate will be added to the Tranche B Initial Margin to create the interest rate applicable to Tranche B.

11.2.5 For purposes of paragraph 11.2.4 above, any reference to a ‘Reset Date’ in the definition s of 10 Year Swap Rate and 12 Year Swap Rate shall be deemed to refer to the date that is two Business Days prior to the Tranche A Closing Date or the Tranche B Closing Date, as applicable. 11.2.6 A Pricing Report will be drafted by the Selected Party, which will be shared with the Borrower and Lenders, exclud ing any information that cannot be made public on the basis of applicable law (including, for avoidance of doubt, the MAR) (the Pricing Report). 11.3 Payment of interest The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period with the final interest payment in respect of each Loan being paid on the applicable Repayment Date for the Loan. 12. Interest periods 12.1 Interest periods 12.1.1 Subject to Clause 12.1.4, interest payable on the Loans shall be payable in arrears and calculated by reference to successive Interest Periods of one (1) years’ duration (or such shorter period as may be agreed between the Borrower and the Lender , acting reasonably, with respect to: (i) the Repayment Date for the Loans; or (ii) the last Interest Period in respect of the Loans). 12.1.2 Interest on the Loans shall be calculated and payable on the basis of the actual number of days elapsed in a 360-day year.

12.1.3 No Interest Period for the Loans shall extend beyond the applicable Repayment Date. 12.1.4 The first Interest Period for the Tranche A Loan starts on the Tranche A Closing Date and the first Interest Period for the Tranche B Loan starts on the Tranche B Closing Date . In each case, the first Interest Period ends on 30 November 2020. 12.2 Non-business days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end o n the next Business Day in that AMS6396602/27 154623-0030 2357 calendar month (if there is one) or the preceding Business Day (if there is not) and the Interest payable shall be adjusted accordingly.

12.3 Accrual of interest Each Loan will cease to bear interest: 12.3.1 where the Conversion Right s hall have been exercised by the Borrower, from the Interest Payment Date immediately preceding the relevant Conversion Date or, if none, the applicable Closing Date (subject in any such case as provided in Clause 13 (Conversion)); or 12.3.2 where such Loan is repaid pursuant to Clause 9 (Repayment) or Clause 19 (Events of Default), from the due date for repayment thereof unless, upon du e presentation thereof, payment of principal in respect of such Loan is improperly withheld or refused, in which event interest will continue to accrue at the rate specified in Clause 11.1 (Interest) (both before and after judgment) until the day on which all sums due in respect of a Loan up to that day are received by or on behalf of the relevant holder. 12.4 Optional deferral of interest by the borrower 12.4.1 The Borrower may, at its discretion, elect to defer all or part of any Interest Payment (a Deferred Interest Payment ) which is otherwise scheduled to be paid on an Interest Payment Date by giving notice (a Deferral Notice ) of such election to the Lenders i n accordance with Clause 25 (Notices) not less than 15 Business Days prior to the relevant Interest Payment Date , provided that the Borrower shall use reasonable efforts to provide the notice earlier .