Bijlage B1 Enexis - convertible shareholder loan.pdf

Subject to Clause 12.5 (Mandatory Settlement of Interest) , if the Borrower elects not to make all or part of any Interest Payment on an Interest Payment Date, then it will not have any obligation to pay such interest on the relevant Interest Payment Date and any such non -payment of interest will not constitute an Event of Default or any other bre ach of its obligations under this Agreement or for any other purpose. 12.4.2 Arrears of Interest (as defined below) may be satisfied at the option of the Borrower in whole or in part at any time (the Optional Deferred Interest Settlement Date) following delivery of a notice to such effect given by the Issuer to the Lenders in accordance w ith Clause 25 (Notices) not more than 1 5 nor less than 10 Business Days prior to the relevant Optional Deferred Interest Settlement Date informing the m of its election to so satisfy such Arrears of Interest (or part thereof) and specifying the relevant Optional Deferred Interest Settlement Date.

12.4.3 Any Deferred Interest Payment shall itself bear interest (such further interest together with the Deferred In terest Payment, being Arrears of Interest), at the Interest Rate prevailing from time to time, from (and including) the date on which (but for such deferral) the Deferred Interest Payment would otherwise have been due to be made to (but excluding) the relevant Optional Deferred Interest Settlemen t Date or, AMS6396602/27 154623-0030 2457 as appropriate, such other date on which such Deferred Interest Payment is paid in accordance with Clause 12.5 (Mandatory Settlement of Int erest), in each case such further interest being compounded on each Interest Payment Date. 12.4.4 Non-payment of Arrears of Interest shall not constitute a default by the Borrower under this Agreement or for any other purpose, unless such payment is required in a ccordance with Clause 12.5 (Mandatory Settlement of Interest). 12.5 Mandatory settlement of interest Notwithstanding the provisions of this Clause 12 (Interest) relating to the ability of the Borrower to defer Interest Payments, the Issuer shall pay any outstanding Arrears of Interest, in whole but not in part, on the first occurring Mandatory Settlement Date following the Interest Payment Date on which a Deferred Interest Payment first arose. 13.

Conversion 13.1 Conversion right 13.1.1 If (a) a Conversion Event has occurred and as long as it is continuing or (b) the Majority Lenders have so requested and the Borrower has so agreed, and subject to and as provided in this Agreement, the Borrower shall be entitled to convert each Loan and any Arrears of Interest (together, the Convertible Amount ) relating to such Loan i nto new and/or existing Ordinary Shares, as determined by the Borrower, credited as fully paid (a Conversion Right). 13.1.2 The number of Ordinary Shares to be issued on exercise of a Conversion Right in respect of a Loan shall be determined by dividing the Convertible Amount outstanding on the Conversion Date by the market value per Ordinary Shares (such value per Ordinary Share, as calculated in accordance with Clause 13.2, the Conversion Price ) in effect on the relevant Conversion Date. 13.1.3 Conversion Rights may only be exercised in respect of the Convertible Amount in relation to such Loan (if any). 13.1.4 the resultant Conversion Price, if not an integral multiple of € 1.00 (Euro one), shall be rounded down to the nearest whole multiple of €1.00 (Euro one). 13.1.5 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.

AMS6396602/27 154623-0030 2557 13.2 Conversion price 13.2.1 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 the Selected Independent Valuation Service Provider to share with the Lenders a summary of the main findings of the report, in line with the information the Borrower shares with its Shareholders in the ordinary course of its corporate housekeeping. Such information shall include, to the ext ent permitted by applicable law (including, for avoidance of doubt, the MAR), information about the Conversion Price and applicable calculation methods.

13.2.2 The Selected Independent Valuation Service Provider shall base the valuation of the Ordinary Shares on: (a) 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; (b) internationally accepted valuation methodologies for Distribution Network Operators; and (c) the premise of value and framework assumptions, which were used in the most recent Independent Valuation Opinion, as included in Schedule 9 (Valuation Framework ), to the extent possible and considered to be reasonable by the Independent Valuation Service Provider. 13.3 Independent valuation service provider 13.3.1 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. 13.3.2 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 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. 13.3.3 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. AMS6396602/27 154623-0030 2657 13.3.4 Should the Selected Independent Valuation Service Provider not issue the valuation report in accordance with the terms of this Clause 13 or significantly qualify the valuation: (a) the Borrower shall immediately inform the Lenders in writing; and (b) the Borrowers and the Lenders shall appoint a different valuation services provider in accordance with this Clause 13.3. 13.3.5 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 MAR.

13.4 Procedure for exercise of conversion right 13.4.1 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 principal amount of the Loans and any amount of Arrears Interest related thereto, the Borrower’s explicit statement of exercise of the Conversion Right, the name and details of the Selected Independent Valuation Service Provider , a confirmation that the proposed conversion will comply with applicable fiscal or other laws and regulations applicable to the Borrower and containing such further information as may be required pursuant to this Agreement. 13.4.2 Conversion Rights shall be exercised subject in each case to any applicable fiscal or other laws or regulations applicable to the Borrower. 13.4.3 If the delivery of the Conversion Notice as described in the foregoing paragraph 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 such business day. 13.4.4 A Conversion Notice, once delivered, shall be irrevocable.

13.4.5 The conversion date in respect of a Loan (the Conversion Date) shall be the first day of any calendar quarter 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. 13.4.6 Upon the delivery of a Conversion Notice and if required for purposes of effectuating the Conversion Right, the Borrower shall promptly: AMS6396602/27 154623-0030 2757 (a) provide evidence of the Issuance Authorisation; and (b) 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 The Borrower and the Shareholders, and to the extent required under applicable law or the Articles of Association, the Lender s, 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.

13.5 Ordinary shares 13.5.1 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, in the case of the Ordinary Shares, o n 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) a ny 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. 13.5.2 No payment or adjustment shall be made on exercise of Conversion Rights for any interest whic h otherwise would have accrued on the Loans since the last Interest Payment Date preceding the Conversion Date (or, if such Conversion Date falls before the first Interest Payment Date, since the applicable Closing Date).

13.6 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 owned or controlled by municipalities or provinces that are (partly or in full) located in the a rea serviced by the grid operator for which the Borrower is responsible. 13.7 Issuance Authorisation The Lenders shall from time to cast their vote at a shareholders’ meeting of the Borrower, in favour of such a resolution to ensure that the Issuance Authorisation has a remaining validity of 3 months or more. 14. Taxation 14.1 Definitions 14.1.1 In this Agreement: AMS6396602/27 154623-0030 2857 (a) 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. (b) Tax Credit means a credit against, relief or remission for, or repayment of any Tax. (c) Tax Deduction means a deduction or withholding for or on account of Tax from a payment under this Agreement.

(d) Tax Payment means either the increase in a payment made by an Obligor to a Lender under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity). 14.2 Tax gross-up 14.2.1 The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. 14.2.2 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. 14.2.3 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 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. 14.2.4 If the Borrower is required to make a T ax 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.

14.2.5 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. 14.3 Tax indemnity 14.3.1 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 (di rectly or indirectly) suffered for or on account of Tax by that Protected Party in respect of this Agreement. AMS6396602/27 154623-0030 2957 14.3.2 Paragraph 14.3.1 above shall not apply: (a) 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 (b) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 14.2 (Tax gross-up). 14.3.3 A Protected Party making, or intending to make a c laim under paragraph 14.3.1 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.

14.3.4 A Protected Party shall, on receiving a payment from the Borrower under this Clause 14.3, notify the Lender Committee. 14.4 Tax credit 14.4.1 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 Pay ment 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. 14.5 Stamp taxes 14.5.1 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.

14.6 Value added tax 14.6.1 All amounts expressed to be payable under this Agreement by any Party t o 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 fo r such AMS6396602/27 154623-0030 3057 supply) an amount equal to the amount of the VAT (provided such Lender promptly provides an appropriate VAT invoice to that Party).

14.6.2 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): (a) (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 det ermines relates to the VAT chargeable on that supply; and (b) (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 amoun t 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.

14.6.3 Where this Agreement requires any Party to r eimburse 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. 14.6.4 Any reference in this Clause 14.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative me mber" to have the same meaning as in the Value Added Tax Act 1994) . 14.6.5 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 Par ty'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. AMS6396602/27 154623-0030 3157 15.

Mitigation by the Lenders 15.1 Mitigation 15.1.1 If any circumstances arises which could result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 14 (Taxation) and Clause 9 (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 t he Borrower ’s right pursuant to Clause 9 (Repayment and prepayment). 15.1.2 No Party will be obliged to implement any arrangement proposed during the consultations referred to in Clause 15.1.1. 15.1.3 Clause 15.1.1 does not in any way limit the obligations of the Borrower under this Agreement. 15.1.4 The Majority Lenders may, by written notic e to the Borrower, terminate the Mitigation Period at any time if: (a) an Event of Default has occurred and is continuing; or (b) the continuation of the consultations would cause the Lenders to breach any applicable law. 15.2 Limitation of liability 15.2.1 The Borrower shall promptly indemnify the Lenders for all costs and expenses reasonably incurred by the Lenders as a result of steps taken by it under Clause 14 (Mitigation). The Lenders shall reasonably substantiate the amount of, and the grounds for, any such claim for indemnification.

15.2.2 The Lenders are not obliged to take any steps under Clause 14 (Mitigation) if, in the opinion of the Majority Lenders, to do so might be prejudicial to the Lenders. 16. Costs and expenses 16.1 Transaction costs Each o f 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. 16.2 Amendment costs If the Borrower requests an amendment, waiver or consent, the Borrower shall reimburse the Lender s for the amount of all documented costs and expenses (including legal fees) reasonably incurred by the Lender s in responding to, evaluating, negot iating or complying with that request or requirement. The AMS6396602/27 154623-0030 3257 Lenders shall provide such Borrower with an invoice setting out such costs and expenses in reasonable detail. 16.3 Enforcement costs The Borrower shall on demand, pay to the Lenders the amount of all costs and expenses (including legal fees of one legal advisor to the Lenders ) reasonably incurred by the Lender s in connection with the enforcement of, or the preservation of any rights under, this Agreement. 17.

Representations and warranties 17.1 Representations and warranties Each of the Lenders has entered into this Agreement in reliance on the representations given in this Clause 17, and the Borrower, unless the context requires otherwise, makes the representations set out in this Clause 17. 17.2 Status It is a public company, duly incorporate d and validly existing under the laws of the Netherlands. 17.3 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. 17.4 No Default No Event of Default is outstanding or will result from the execution of, or the performance of any transaction contemplated by, this Agreement. 17.5 No Rating Capital Event or Conversion Event No Rating Capital Event or Conversion Event has occurred. 17.6 Tax deduction 17.6.1 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. 17.6.2 It takes the position that the deduction of inte rest 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).

17.6.3 It has submitted or shall submit a tax ruling request to th e Dutch tax authorities requesting to confirm the position taken by it in Clause 17.6.1 and Clause 17.6.2 (the Tax Ruling). 17.7 Tax status No notice under Article 36 Tax Collection Act ( Invorderingswet 1990) has been given by any member of a fiscal unity or a value added tax group of which the AMS6396602/27 154623-0030 3357 Borrower is a member. 17.8 Tax payment and filings 17.8.1 It has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the time period allowed without incurring interest 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). 17.8.2 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 pay ment of any amount in respect of Tax, in each case to the extent having or being reasonably likely to have a material adverse effect. 17.8.3 No claims or investigations are being or are reasonably likely to be conducted against it (or any of its Subsidiaries) wit h 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.

17.9 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. 17.10 Times for making representations 17.10.1 The representations set out in this Clause are made by the Borrower on the date of this Agreement. 17.10.2 Unless a representation is expressed to be given at a specific date, each representation (other than the representations set out in Clause 17.5 (No Rating Capital Event or Conversion Event ) and Clause 17.6 (Tax 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. 17.10.3 The representation set out in Clause 17.5 (No Rating Capital Event or Conversion Event) is deemed to be repeated by the Borrower on each Closing Date. 17.10.4 When a representation is made (or (if expressly required herein) repeated) after the date of this Agreement, it will be deemed to be made (or (if expressly required herein) repeated) by reference to the facts and circumstances then existing at the time made (or (if expressly required herein) repeated), taking into account any changes in law since the date of this Agreement. AMS6396602/27 154623-0030 3457 18.

Undertakings The undertakings in this Clause 18 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 until the Termination Date. The Borrower shall, save with the approval of the Majority Lenders, 18.1 not in any way modify the rights attaching to the Ordinary Shares with respect to voting, dividends or liquidation nor issue any other class 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 Clause 18.1 shall prevent: 18.1.1 the issue of equity share capital to employees or former employees or directors (including directors holding or formerly holding executive office or the personal service company of any such person) (or the spouse or relative of any such person) whether of the Borrower or any of the Borrower’s Subsidiaries or associated companies by virtue of their office or employment pursuant to any scheme or plan approved by the Borrower in general meeting or which is established pursuant to such a scheme or plan which is or has been so approved; 18.1.2 any consolidation, reclassification or subdivision of the Ordinary Shares; 18.1.3 any modification of such rights which is not, in the determination in its absolute discretion of an independent financial adviser, materially prejudicial to the

interests of the Lenders; 18.1.4 any alteration to the articles of association of the Borrower made in connection with the matters described in 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); 18.1.5 any issue of equity share capital where the issue of such equity share capital results, or would, but for the provisions of Clause 13.4 (Procedure for exercise of Conversion Rights ) relating to roundings, otherwise result in an adjustment to the Conversion Price; 18.1.6 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 b e made to 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 is required or that an adjustment to the Conversion Price is required and, if so, the new Conversion Price as a result thereof and the basis upon which such adjustment is to be made and, in any such case,

the date on which the adjustment shall take AMS6396602/27 154623-0030 3557 effect (and so that the adjustment shall be made and shall take e ffect accordingly); 18.2 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; 18.3 not reduce its issued share capital or any uncalled liability in respect thereof, or any non-distributable reserves, except: 18.3.1 pursuant to the terms of issue of the relevant share capital; 18.3.2 by means of a purchase or redemption of share capital of the Borrower to the extent, in any such case, permitted by applicable law; 18.3.3 where the reduction does not involve any distribution of assets; 18.3.4 solely in relation to a change in the currency in which the nominal value of the Ordinary Shares is expressed; 18.3.5 to create distributable reserves; 18.3.6 by way of transfer to reserves as permitted under applicable law; 18.3.7 where the reduction is permitted by applicable law and a n 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; 18.3.8 where the reduction is permitted by applicable law and results in an adjustment to

the Conversion Price or is otherwise taken into account for the purposes of determining wh ether such an adjustment should be made, or 18.3.9 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; 18.4 provide to the Lenders, by no later than the Tranche A 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 18.5 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.

AMS6396602/27 154623-0030 3657 18.6 take all reasonable efforts to ensure that it will obtain the Tax Ruling as submitted in accordance with Clause 17.6.3. 19. Events of default Each of the events or circumstances set out in this Clause 19 is an Event of Default (save for Clause 19.5 (Acceleration)). 19.1 Non-payment of principal The Borrower d oes 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 , unless the non -payment is caused by technical or administrative error. 19.2 Non-payment of interest 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 21 days of the due date , unless the non -payment is caused by technical or administrative error. 19.3 Insolvency proceedings A court order is made or an effective resolution is passed for the suspension of payments, winding-up, liquidation or dissolution of the Borrower except in any such case for the purpose of and followed by a solvent reconstruction, amalgamation, reorganisation, merger or consolidation on terms approved by Majority Lenders. 19.4 Tax Status 19.4.1 A notice under Article 36 Tax Collection Act ( Invorderingswet 1990) has been given by the Borrower.

19.5 Acceleration On and at any time after the occurrence of an Event of Default which is continuing the Majority Lenders may by notice to the Borrower: 19.5.1 cancel the Commitment whereupon it shall immediately be cancelled; 19.5.2 declare that all or part of the Loan s, together with accrued interest including any outstanding Arrears of Interest, and all other amounts accrued and outstanding under the Agreement be immediately due and payable, whereupon they shall become immediately due and payable; and/or 19.5.3 declare that all or part of the Loan s be payable on demand by the Majority Lenders, whereupon they shall immediately become payable on demand by the Lender. 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 AMS6396602/27 154623-0030 3757 the Borrower, by virtue of the institution of any such proceedings, steps or actions, be obliged to pay any sum or sums sooner than the same would otherwise have been payable by it.

No remedy against the Borrower, other than as referred to in this Clause 19, 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. 20. Changes to parties 20.1 Transfers 20.1.1 In this Clause: (a) Transfer Date means, for a Transfer Certificate, the later of: (i) the proposed Transfer Date specified in the relevant Transfer Certificate; and (ii) the date on which the New Lender or the Borrower, as applicable, executes the relevant Transfer Certificate. 20.1.2 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. 20.1.3 A Lender (the Existing Lender) may transfer its contractual position in accordance with Section 6:159 DCC to: (a) any other Lender (a New Lender ), provided such Lender is a Shareholder at the time of the transfer; and (b) the Borrower, in each case, in accordance with applicable law (including, for avoidance of doubt, the MAR). 20.1.4 The Borro wer and e ach Lender agree and confirm that it in advance provided its cooperation (as required by Section 6:159 DCC) to any transfer which complies with Clause 20.1.3 above.

20.1.5 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. 20.2 Procedure for transfer 20.2.1 Subject to the conditions set out in Clause 20.1 (Transfers) a transfer is effected in accordance with paragraph 20.2.2 below when the New Lender or the Borrower, as applicable, executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender. 20.2.2 On the Transfer Date: AMS6396602/27 154623-0030 3857 (a) 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 con tract ( contractsoverneming) pursuant to Section 6:159 DCC; and (b) the New Lender shall become a Party as a Lender. 20.2.3 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. 20.2.4 The Existing Lender shall notify the Borrower pr omptly of any proposed transfer. 21.

Lender Committee 21.1 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). 21.2 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. 22. The Closing Agent 22.1 No fiduciary duties Nothing in this Agreement constitutes the Closing Agent as trustee or fiduciary of any other person. 22.2 Rights and discretions of the Closing Agent 22.2.1 The Closing Agent may rely on: (a) any representation, warranty, notice or document believed by it to be genuine, correct and appropriately authorised; and (b) 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.

22.2.2 The Closing Agent may assume (unless it has received notice to the contrary) that: (a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 19.1 (Non-payment of principal ) and/or 19.2 (Non-payment of interest); AMS6396602/27 154623-0030 3957 (b) any right, power, authority or discretion vested in any Party has not been exercised; and (c) any notice or request delivered or made by the Borrower is made on behalf o f and with the consent and knowledge of the Borrower. 22.2.3 The Closing Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 22.2.4 The Closing Agent may act in relation to this Agreement through its personnel and agents. 22.2.5 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.

22.3 Exclusion of liability 22.3.1 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 subject to Clause 1.3. This paragraph 22.3.1 constitutes an irrevocable third party stipulation for no consideration ( onherroepelijk derdenbeding om niet ) as referred to in Section 6:253 DCC for the benefit of any officer, employee or agent of the Closing Agent. 22.3.2 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. 23.

Conduct of business by the Lenders and the Closing Agent No provision of this Agreement will: 23.1 interfere with the ri ght of the Lenders or the Closing Agent to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; 23.2 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 23.3 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, AMS6396602/27 154623-0030 4057 except as expressly otherwise set out herein. 24. Administration 24.1 Payments 24.1.1 Payments of principal and interest in respect of a Loan will be by transfer to the registered account of the Lenders. 24.1.2 All payments in respect of a Loan are subject to all applicable fiscal or other laws and regulations.

24.2 Application of certain payments 24.2.1 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: (a) 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); (b) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; (c) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (d) fourthly, in or towards payment pro rata of any sum due but unpaid under this Agreement.

24.2.2 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: (a) the Recovering Lender shall, within three Business Days, notify details of the receipt or recovery, to the Lenders; (b) 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 (c) the Recovering Lender shall, within three 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.

AMS6396602/27 154623-0030 4157 24.2.3 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 o f this Agreement towards the obligations of the Borrower to such Lenders. 24.2.4 Clause 24.1 (Payments) will override any appropriation made by the Borrower. 24.3 No set-off permissible by the borrower 24.3.1 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. 24.3.2 Clause 24.3.1 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 20.1.3(b). 24.4 Business days 24.4.1 Any payment which is due to be made on a day that is not a Business Day shall be made on the next Busi ness Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

24.4.2 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 a t the rate payable on the original due date and in accordance with the provisions of Clause 11.3 (Payment of interest). 24.5 Currency of amount 24.5.1 Subject to this Clause 24.5, Euro is the currency of account and payment for any sum due from the Borrower under this Agreement. 24.5.2 Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred. 24.5.3 Any amount expressed to be payable in a currency other than Euro shall be paid in that other currency. 25. Notices 25.1 Communications in writing Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter. 25.2 Addresses 25.2.1 Except as provided below, the contact details of each Party for all communications in connection with this Agreement are those notified AMS6396602/27 154623-0030 4257 by that Party for this purpose to the Closing Agent on or before the date it becomes a Party.

25.2.2 The contact details of the Borrower for this purpose are: Address: Magistratenlaan 116 5223 MB’s-Hertogenbosch The Netherlands Fax number: +31 (0) 88 85 70493 E-mail: maarten.michalides@enexis.nl Attention: Maarten Michalides 25.2.3 The contact details of the Closing Agent for this purpose are: Address: [●] Fax number: [●] E-mail: [●] Attention: [●] 25.2.4 Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective: (a) if by way of fax, when received in legible form; or (b) if by way of letter, when it has been left at the relevant address or five (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 Clause 25.2 (Addresses), if addressed to that department or officer.

25.3 Electronic communication 25.3.1 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: (a) agree that, unless and until notified to the contrary, this is to be an accepted form of communication; (b) 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 (c) notify each other of any change to their address or any other such information supplied by them. AMS6396602/27 154623-0030 4357 25.3.2 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 Borrowe r 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. 25.4 English language 25.4.1 Any notice given under or in connection with this Agreement must be in English.

25.4.2 All other documents provided under or in connection with this Agreement must be: (a) in English; or (b) if not in English, and if so required by the Lender, accompanied by a certified English translation and, in t his case, the English translation will prevail unless the document is a constitutional, statutory or other official document. 26. Calculations and certificates 26.1 Certificates and determinations Any certification or determination by the Borrower of a rate or amou nt under this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates. 26.2 Day count convention Any interest, commission or fee accruing under this Agreement will (unless otherwise expressly stated in this Agreeme nt) accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days. 27. 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. 28.

Remedies and waivers No failure to exercise, nor any delay in exercising, on the part of the Lender s, 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. AMS6396602/27 154623-0030 4457 29. Amendments and waivers 29.1 Required consents Any term of this Agreement may b e 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. 30. Counterparts This Agreement may be executed in any number of counterparts, and by each party on sepa rate counterparts . Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. 31. Governing Law This Agreement and any non -contractual obligations arising out of or in connection with it are governed by Dutch law. 32.

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 Agree ment 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. 33. Enforcement 33.1.1 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). 33.1.2 The Parties agree that the court s of Amsterdam, The Netherlands are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

AMS6396602/27 154623-0030 4557 Schedule 1 The Lenders Part A Tranche A Lenders Name Commitment (€) [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] AMS6396602/27 154623-0030 4657 Part B Tranche B Lenders Name Commitment (€) [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] AMS6396602/27 154623-0030 4757 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 speci fied 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 certificate from the secretary of the board of supervisory directors 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 (x) lead, or be reasonably expected to lead, to a breach of the terms of this Agreement and (y) be negative for the Lenders. 2. Legal opinion (a) A legal and tax opinion of Clifford Chance LLP, legal and tax advisers to the Lenders, substantially in the form distributed to the Lenders prior to signing this Agreement. 3. Other documents and evidence (a) Evidence that any fees, costs and expenses due from the Borrower have been paid or will be paid by the date of this Agreement. AMS6396602/27 154623-0030 4857 Schedule 3 Form of request To: [•] as Closing Agent From: Enexis Holding N.V. Date: [•] Enexis Holding N.V. - EUR 500,000,000 fixed rate convertible shareholder loan facility dated [●] 2020 (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: [•] (b) Amount: €[•] 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. This Request is irrevocable. Enexis Holding N.V.

By: AMS6396602/27 154623-0030 4957 Schedule 4 Form of Transfer Certificate To: [[•] as New Lender (the New Lender)]/[the Borrower] From: [THE EXISTING LENDER] (the Existing Lender) Date: [•] Enexis Holding N.V. - EUR 500,000,000 fixed rate convertible shareholder loan facility dated [●] 2020 (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.] 7. This Transfer Certificate acts as notice to the Borrower of the transfer referred to in this Transfer Certificate. 8. 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. 9. This Transfer Certificate and any non -contractual obligations arising out of or in connection with it are governed by Dutch law. 10. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

AMS6396602/27 154623-0030 5057 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: [•] AMS6396602/27 154623-0030 5157 Schedule 5 Form of Accession Deed To: Enexis Holding N.V. From: [•] Date: [•] Enexis Holding N.V. - EUR 500,000,000 fixed rate convertible shareholder loan facility dated [●] 2020 (the Agreement) 1. We refer to the Agreement. This is an Accession Deed. 2. We wish to become a [Tranche A Lender]/[Tranche B Lender]. 3. The date of accession is: [•]. 4. Our administrative details for the purposes of the Agreement are set out below: [•]. 5. We have reviewed the Agreement and acknowledge and confirm that we are bound by the terms of the Agreement. 6. This Accession Deed is irrevocable. [•] By: For acknowledgement Enexis Holding N.V. By: AMS6396602/27 154623-0030 5257 Schedule 6 Form of Tranche A Commitment Proposal To: Enexis Holding N.V. From: [•] Date: [•] Enexis Holding N.V. - EUR 500,000,000 fixed rate convertible shareholder loan facility dated [●] 2020 (the Agreement) 1. We refer to the Agreement. This is a Tranche A Commitment Proposal. 2. We are the legal owner of [•] Ordinary Shares in the Borrower. 3.

We confirm that our proposed Tranche A Commitment is EUR [•]. 4. We acknowledge that our final Commitment will be allocated by you in accordance with Clause 6 (Allocation of Commitments) of the Agreement. 5. Our administrative details for the purposes of the Agreement are set out below: [•]. 6. This Tranche A Commitment Proposal is irrevocable. [•] By: AMS6396602/27 154623-0030 5357 Schedule 7 Form of Tranche B Commitment Proposal To: Enexis Holding N.V. From: [•] Date: [•] Enexis Holding N.V. - EUR 500,000,000 fixed rate convertible shareholder loan facility dated [●] 2020 (the Agreement) 1. We refer to the Agreement. This is a Tranche B Commitment Proposal. 2. We are the legal owner of [•] Ordinary Shares in the Borrower. 3. We confirm that our proposed Tranche B Commitment is EUR [•]. 4. We acknowledge that our final Commitment will be allocated by you in accordance with Clause 6 (Allocation of Commitments) of the Agreement. 5. Our administrative details for the purposes of the Agreement are set out below: [•]. 6. This Tranche B Commitment Proposal is irrevocable. [•] By: AMS6396602/27 154623-0030 5457 Schedule 8 Form of Excess Commitments Confirmation To: [•] From: Enexis Holding N.V. Date: [•] Enexis Holding N.V. - EUR 500,000,000 fixed rate convertible shareholder loan facility dated [●] 2020 (the Agreement) 1. We refer to the Agreement.

This is an Excess Commitments Confirmation. 2. We refer to your [Tranche A]/[Tranche B] Commitment Proposal dated [•]. 3. Your Excess Commitments are [•]. In total, an amount of [•] Excess Commitments has been made available by Excess Lenders. 4. Subject to your acknowledgement, w e hereby allocate your Excess Commitments [pro rata to your relative interest in the total amount of Excess Commitments (to the extent reconfirmed by each Excess Lender pursuant to Clause 6.36.3(b) of the Agreement)]/[as follows [•]]. 5. Interest on the Excess Commitments shall accrue from the Tranche B Closing Date and otherwise in accordance with the terms of the Agreement. 6. By confirming your acknowledgement you accepted that the Excess Commitments allocated to you shall be [•]. 7. Please confirm your acknowledgement to the above by countersigning this letter. Enexis Holding N.V. By: For acknowledgement [•] By: AMS6396602/27 154623-0030 5557 Schedule 9 Valuation Framework Premise of value 1. The premise of value is fair value, which is defined as: ‘ The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date’. 2. The valuation analysis is performed from a ‘stand -alone’ perspective of Enexis.

This means the value of Enexi s, capable of operating independently, with no application of any strategic and synergic effects and/or control premiums that potential purchasers may be willing to pay for. 3. In the valuation analysis also a ‘going concern’ state of Enexis is assumed, in which the business is expected to continue to operate for an indefinite time into the future without materially changing its operations. Framework assumptions 4. The valuation analysis will include a Discounted Cash Flow (“DCF”) analysis and Building Block ana lyses ( bouwstenenmethode) as primary valuation methods. 5. The most recent long term financial plan of Enexis, excluding potential future acquisitions, mergers or exchanges of assets or shares, is used as a basis for the valuation analysis. 6. Any potential over - or underperformance, in terms of operational expenses (OPEX) or investments (CAPEX), of Enexis relative to ‘efficient benchmark’, as meant in the regulatory framework applicable to Enexis, is assumed to be temporary. This implies that i t is assumed that Enexis will operate as an efficient DSO at the end of the explicit forecast period. 7. The explicit forecast period will cover the projection period of the most recent long term financial plan of Enexis, but not less than two regulatory peri ods (currently 2x five years = 10 years).

The value beyond the explicit forecast period, the terminal value, should be a proper reflection of the expected future sustainable cash flows of Enexis. 8. The regulatory assumptions in regulatory periods after the c urrent regulatory period are equivalent to the regulatory assumptions in the current regulatory period, unless the most recent long term financial plan of Enexis contains a projection of these assumptions and / or the Authority for Consumers & Markets (“AC M”) issued draft or final decisions on future regulatory assumptions. 9. The discount rate applied in the DCF analysis should reflect the current market assessment of risk of Enexis and the time value of money, and may therefore deviate from the regulatory WACC as determined by ACM. 10. The calculated value of the business of Enexis (the enterprise value) will be adjusted for the market value of net -debt (and non -operating assets and liabilities) in order to calculate the market value of the shares (the equity value). 11. No premiums or discounts will be applied to the market value of shares to take into account the liquidity of the Enexis shares, transactions costs, etc. AMS6396602/27 154623-0030 5657 12.