Article of Association of SIDN BV

Definitions

Article 1

1.1 In the context of these Articles of Association, the following definitions shall apply:

• Civil Code: the Civil Code of the Netherlands;

• Executive board: the organ of the company constituted by all the executive board member(s);

• Executive board member: a director of the company, as defined in law;

• Organ of the company: the executive board or the general meeting;

• Written/in writing: communicated by letter, fax, e-mail or another electronic medium in a legible and reproducible form, except insofar as stipulated otherwise by the law or by these Articles of Association;

• Conflicting interest: a direct or indirect personal interest that conflicts with the interests of the company or an associated enterprise;

• Attendance right holder: a shareholder (with or without a voting right), or a usufructuary or pledgee with a voting right;

• Attendance right: the right to attend and speak at the general meeting, whether in person or through a proxy with written authority.

Name and registered office

Article 2

2.1 The company shall bear the name SIDN B.V.

2.2 The company's registered office shall be in Arnhem, the Netherlands.

Object

Article 3

3.1 The object of the company shall be:

a) acting on behalf of and from within the Netherlands, to provide added value for the internet community by developing and maintaining (against reasonable charges) services and products connected with digital registration and/or resolving within networks, such as domain name systems (including a system for the .nl domain);

b) to fund – in particular, but not exclusively – subsidiary companies, in the sense of Article 2:24a of the Civil Code, group companies, in the sense of Article 2:24b of the Civil Code, and/or other affiliated legal entities, by means including the donation of funds, the lending or facilitation of the lending of funds, the borrowing or facilitation of the borrowing of funds, and the giving of securities;

c) to provide services of an administrative, technical, financial, economic or managerial nature to other affiliated companies, legal entities and natural persons and enterprises,

and to undertake any other activities associated with or supportive of the objectives set out above.

3.2 The company shall pursue the objective set out in Article 3.1.a by means including:

a) drawing up (general) terms and conditions governing the issue and registration of domain names, which (general) terms and conditions shall be public, transparent and non-discriminatory;

b) registering domain names through the intermediation of contractually authorised parties (referred to below as 'registrars');

c) monitoring or arranging for the monitoring of the quality of the domain name issue and registration processes, for which a domain name system shall be maintained;

d) promoting the coordination and standardisation of domain name issue and registration processes at the national and international levels;

e) annually setting fees for acting as a registrar, and for the issue and registration of domain names;

f) maintaining dialogue with the internet community for which a domain name system is maintained, concerning ongoing developments in the field of domain registration.

Shares

Article 4

4.1 The capital of the company shall be divided into shares, each with a nominal value of one euro (€1).

4.2 All shares shall be registered and numbered sequentially, starting with number 1.

4.3 The company shall not issue share certificates.

4.4 If a share or a share option is held jointly by multiple parties, the joint shareholders or option holders shall be represented in their dealings with the company by a single person authorised in writing by all the joint shareholders or option holders.

Issuance

Article 5

5.1 The issuance of shares shall require a resolution by the general meeting, which also stipulates the issue price and other terms. The nominal value of a share shall be paid up when the share is acquired, notwithstanding the provisions of the second sentence of Article 2:191, clause 1, of the Civil Code.

5.2 The general meeting may transfer the authority conferred upon it by the preceding clause to another organ of the company, and may subsequently revoke any such transfer.

5.3 In the event of a share issue, each shareholder shall be granted a preferential option to acquire further shares proportionate to the aggregate nominal value of the shareholder's holding on the day of issue. Any such preferential option shall be non-transferrable. In the context of a given share issue, preferential options may be limited or withheld by a resolution of the general meeting. If, pursuant to Article 5.2, the general meeting has transferred the authority referred to in Article 5.1 to another organ of the company, the authority referred to in the preceding sentence shall similarly rest with that other organ of the company for a similar duration.

5.4 The provisions of the preceding clauses of this article shall apply equally to the granting of share options.

5.5 The provisions of the preceding clauses of this article shall apply equally to the granting of share options.

Holding of own shares

Article 6

6.1 The company shall not acquire shares in its own capital in the context of a share issue.

6.2 The executive board shall decide whether shares in the capital of the company are to be acquired. The acquisition by the company of unpaid shares in the company's capital shall be invalid.

6.3 Unless the acquisition is at no cost, the company shall not acquire paid-up shares in its own capital if:

a) the company's equity capital, minus the acquisition price, would be less than the reserves that must be held to comply with the law or these Articles of Association; or

b) the executive board knows or may reasonably anticipate that, following the acquisition, the company will be unable to continue servicing its debts.

6.4 If, following an acquisition, the company is unable to continue servicing its debts, all executive board members who, at the time of acquisition, knew or should reasonably have anticipated that such a situation would arise shall be jointly and severally liable to the company for the shortfall arising out of the acquisition, plus interest at the statutory rate, calculated from the date of the acquisition. The other provisions of Article 2:207, clause 3, of the Civil Code shall apply in that context. If the transferor of the shares in question knew or should reasonably have anticipated that the company would be unable to continue servicing its debts, the transferor shall be liable to the company for the shortfall arising out of the acquisition, insofar as that shortfall does not exceed the acquisition price of the shares in question, plus interest at the statutory rate, calculated from the date of the acquisition. If the executive board members have settled their liabilities arising out of the first sentence of this clause, the payment to the executive board members referred to in the previous sentence shall be pro rata to the portion of the liability settlement made by each individual executive board member. Neither the executive board members nor the transferor shall be entitled to offset their liabilities arising out of the provisions of this article.

6.5 The preceding clauses of this article shall not apply to the acquisition of shares under universal succession.

6.6 In the context of Articles 6.2 to 6.5, inclusive, the term 'shares' shall be understood to also mean share certificates.

6.7 Following the company's acquisition of shares in its own capital, at least one share with voting rights shall remain neither held by the company or one of its subsidiaries, nor held on the company's account.

Reduction of capital

Article 7

7.1 The general meeting may resolve to reduce the issued capital by cancelling shares or by reducing the nominal value of shares by amending the Articles of Association. Such a resolution may not be made if its implementation would require the company to draw on its statutory reserves in order to make repayment.

7.2 Any resolution to reduce the company's capital and its implementation shall otherwise comply with the law.

7.3 Following the company's cancellation of shares in its own capital, at least one share with voting rights shall remain neither held by the company or one of its subsidiaries, nor held on the company's account.

7.4 The provisions of Article 22.2 to 22.4, inclusive, shall apply equally to a resolution to reduce the issued capital by the repayment of shares.

Share certificates, pledging of shares, grants of usufruct, attendance right

Article 8

8.1 A share certificate shall not confer an attendance right.

8.2 A share may be pledged or subject to a grant of usufruct. The shareholder shall retain the voting right attaching to a share that has been pledged or is subject to a grant of usufruct. Contrary to the provisions of the latter sentence, the voting right attaching to a share may pass to a usufructuary on the basis of Article 2:197, clause 3, penultimate sentence, of the Civil Code.

8.3 Contrary to the provisions of clause 8.2, the voting right attaching to a share shall pass to the usufructuary or pledgee, if written agreement to that effect is made, subject to suspensory condition or otherwise, between the shareholder and the usufructuary or pledgee, either in the context of the pledge or the grant of usufruct or thereafter. Articles 2:196a and 2:196b of the Civil Code shall apply equally to any such written agreement.

8.4 A shareholder whose voting right has been transferred to a pledgee or usufructuary, and a usufructuary or pledgee to whom a voting right has been transferred, shall possess the rights that the law affords to the holders of share certificates to which attendance rights are attached. Usufructuaries and pledgees who do not possess voting rights shall not possess the aforementioned statutory rights.

Register of shareholders

Article 9

9.1 The executive board shall keep a register containing the names and addresses of all shareholders, stating the date on which they acquired the shares, the date of acknowledgment or service and the amount paid up on each share, with provision for the addition of e-mail addresses. The register shall also record the names and addresses of all usufructuaries and pledgees of shares, stating the date on which they acquired the right and the date of acknowledgment or service, and identifying the shares in question.

9.2 Every shareholder, usufructuary and pledgee shall be required to ensure that the information about them and their holdings referred to Article 9.1 is known to the company.

9.3 The register shall be kept up to date, in compliance with the law.

9.4 Every note recorded in the register of shareholders, and every printout or extract from the register shall require the signature of an executive board member.

Transfer of shares

Article 10

10.1 The issue or transfer of a share, or the transfer or disposal of a limited right over a share, shall require a notarial deed to appropriate effect, to which the issuer/transferor and recipient are party, enacted before a notary registered in the Netherlands.

10.2 The transfer of a share, or the transfer or disposal of a limited right to a share, as provided for in Article 10.1, shall have automatic effect in relation to the company. Unless the company itself is party to the transaction, the rights attaching to the share may not be exercised until the company has acknowledged the transaction or the deed has been served on the company in accordance with the law.

Blocking of shares

Article 11

11.1 The transferability of shares in the capital of the company shall not be subject to any limitation of the kind referred to in Article 2:195, clause 1, of the Civil Code.

Executive board

Article 12

12.1 The company shall have an executive board. The number of executive board members shall be decided by the general meeting.

12.2 Executive board members shall be appointed by the general meeting.

12.3 An executive board member may be suspended or dismissed by the general meeting at any time.

12.4 The total duration of a suspension, including any extensions to its term, shall not exceed three months.

12.5 Executive board members' remuneration and other terms and conditions of employment shall be determined by the general meeting for each executive board member individually.

12.6 The executive board shall conduct itself as directed by the general meeting and in accordance with the law.

Standing orders of the executive board

Article 13

13.1 The executive board shall have the authority to define standing orders, assigning duties to one or more executive board members and regulating such other matters as the executive board may deem appropriate. A resolution by the executive board to adopt standing orders shall require the prior approval of the general meeting.

13.2 Any standing orders adopted by the executive board shall be consistent with the law and these Articles of Association. The executive board shall have the authority to amend or withdraw the standing orders, subject to the provisions of the second sentence of Article 17.1.

Decision-making by the executive board

Article 14

14.1 An executive board member who has a conflicting interest in a matter to be decided by the executive board shall immediately inform the executive board.

14.2 An executive board member shall not participate in the discussion of and decision-making regarding any matter in which he or she has a conflicting interest. If the non-participation of a member in accordance with the foregoing prevents the executive board from passing a valid resolution, the matter shall be referred to the general meeting for decision-making, unless the general meeting delegates the decision to one or more persons. The person or persons to whom the decision is delegated may be, or may include, an executive board member or members with a conflicting interest or interests, in which case the first sentence of this clause shall be ineffective.

14.3 An executive board resolution shall require a simple majority of votes cast at an executive board meeting.

14.4 Subject to the provisions of Article 18.2, each executive board member shall be entitled to cast a single vote on any matter decided at an executive board meeting.

14.5 An executive board member shall be entitled to be represented at an executive board meeting by a proxy, providing that the member in question does not have a conflicting interest in a matter to be decided at the meeting. In that context, the proxy must be another executive board member who has no conflicting interest and is in possession of a written letter of proxy.

14.6 An executive board member shall be entitled to participate in an executive board meeting by electronic means. The chair of the executive board may determine that all participation in an executive board meeting is to be by electronic means, providing that no executive board member objects. Participation by electronic means shall always be subject to the condition that each executive board member participating by such means is identifiable and able to play a normal part in discussion and decision-making.

14.7 The executive board may pass a valid resolution outside the context of an executive board meeting, providing that all executive board members – other than those who have reported a conflicting interest in accordance with Article 18.1, and providing that not all members have done so – have been consulted about the alternative decision-making process, and none have objected. The provisions of Articles 18.1 to 18.4, inclusive, shall apply equally to resolutions passed outside the context of an executive board meeting.

14.8 The executive board shall require the prior approval of the general meeting for a legal transaction of any kind that the general meeting has clearly defined in a written communication to the executive board as requiring such approval. If the general meeting withholds approval for a legal transaction, as provided for in this clause, the executive board and its members shall retain undiminished authority to represent the company.

Absence and incapacity

Article 15

15.1 If an executive board member is absent or incapacitated, that member's executive duties shall temporarily pass to the remaining executive board member or members. If all executive board members are (or the sole executive board member is) absent or incapacitated, the executive duties of the executive board shall temporarily pass to a person appointed for the purpose by the general meeting. The provisions of these Articles of Association regarding the executive board and its members shall, wherever possible, apply equally to a person appointed by the general meeting, as provided in the previous sentence.

15.2 In the context of this article, an executive board member shall be deemed incapacitated if he or she is:

a) under suspension; or

b) unwell or out of contact for a continuous period of at least fourteen (14) days.

Representation

Article 16

16.1 Authority to represent the company shall be held exclusively by:

- either the executive board;

- or two executive board members acting together.

16.2 The executive board may grant authority to represent the company to one or more other persons, and may give any such authorised representative a title. The executive board may amend or withdraw such an authorisation at any time.

Cooperation with registrars

Article 17

17.1 The registrars may support the executive board with solicited and unsolicited advice. The registrars' entitlement to be consulted shall not be amended without the registrars' agreement.

17.2 The executive board shall not be required to follow the registrars' advice. Where these Articles of Association afford the registrars the right to be consulted, the company shall determine which registrars' representative body is deemed to speak for the registrars.

17.3 The manner in which the company and a registrars' representative body cooperate, and whether and, if so, how the company supports a registrars' representative body, shall be decided by consultation between the parties.

Accounting year, annual financial statement, annual management report

Article 18

18.1 The company's accounting year shall coincide with the calendar year.

18.2 Within five months of the end of the company's accounting year, unless that period is extended by the general meeting by up to five months due to exceptional circumstances, the executive board shall draw up an annual financial statement consisting of a balance sheet and an annotated profit and loss account. The annual financial statement shall require the signature of each executive board member. If the signature of one or more executive board members is absent, that absence and the reasons for it shall be stated. Within the same period of time and insofar as required by law, the executive board shall compile an annual management report.

18.3 If and insofar as required of the company by law, the general meeting shall appoint an expert auditor or audit organisation, as referred to in Article 2:393, clause 1, of the Civil Code, to examine the annual financial statement and (where relevant) the annual management report compiled by the executive board, and to report the findings and issue an audit certificate.

18.4 The annual financial statement shall require adoption by the general meeting. Adoption of the annual financial statement shall not have the effect of discharging an executive board member. Contrary to the provisions of Article 2:210, clause 5, of the Civil Code, if all the shareholders are also members of the company's executive board, the signing of the annual financial statement by all executive board members shall not constitute adoption.

18.5 The company shall publish financial information in the Trade Register if and insofar as required by law.

Distribution of profits, shareholders' dividends

Article 19

19.1 The general meeting shall have the authority to distribute the profit determined by the adoption of the annual financial statement, and to determine dividend payments if and insofar as the company's equity capital exceeds the reserves required by law.

19.2 A resolution to make a dividend payment shall be ineffective unless and until approved by the executive board. However, the executive board shall withhold its approval only if the executive board knows or may reasonably anticipate that, following the dividend payment, the company will be unable to continue servicing its debts.

19.3 If, following a dividend payment, the company is unable to continue servicing its debts, all executive board members who, at the time of payment, knew or should reasonably have anticipated that such a situation would arise shall be jointly and severally liable to the company for the shortfall arising out of the payment, plus interest at the statutory rate, calculated from the date of the payment. An executive board member shall not be liable if he or she can demonstrate that he or she was not responsible for the company making the dividend payment, and that he or she did not neglect to take steps to prevent any adverse consequences of the payment.

19.4 If the dividend recipient knew or should reasonably have anticipated that the company would be unable to continue servicing its debts, the dividend recipient shall be liable for the shortfall arising out of the payment, insofar as that shortfall does not exceed the dividend payment in question, plus interest at the statutory rate, calculated from the date of the payment. If the executive board members have settled their liabilities arising out of Article 22.3, the payment to the executive board members referred to in the previous sentence shall be made pro rata to the portion of the liability settlement made by each individual executive board member. No liability arising out of the first sentence of Article 22.3 or the first sentence of this article may be offset by the liable party.

19.5 For the purpose of calculating a dividend payment, any shares that the company holds in its own capital shall be disregarded.

19.6 For the purpose of calculating the dividend payable on each share, only the mandatory capital contributions called on the nominal values of the shares shall be taken into account, except insofar as otherwise agreed with all shareholders.

19.7 Entitlement to a dividend payment shall expire five years after the date that the dividend becomes payable.

Shareholders' general meetings

Article 20

20.1 In the course of each accounting year, at least one general meeting shall be held, or at least one resolution of the kind referred to in Article 25.1 shall be made. The meeting shall consider, or the resolution shall address the following:

- adoption of the annual management report, if and insofar as required by law;

- adoption of the annual financial statement;

- discharge of the executive board members of their managerial responsibilities in respect of the previous accounting year;

- appointment of an expert auditor, as referred to in Article 2:393 of the Civil Code, if and insofar as required by law.

20.2 Any matter whose consideration by the general meeting has been requested by registered letter by one or more attendance right holders who individually or collectively represent at least one hundredth of the company's issued capital shall be included in the business specified in the notice of the meeting or made known by the same mechanism, providing that:

a) the company receives the request no later than the thirtieth day before the meeting; and

b) it would not seriously harm the company's interests to do so.

20.3 All general meetings shall be held in the municipality where the company is registered, or in Amsterdam, the Municipality of Haarlemmermeer (Schiphol), Rotterdam, The Hague or Utrecht.

20.4 The executive board, every individual executive board member, every shareholder and every pledgee with a voting right shall each possess the authority to call a general meeting and to draw up an agenda of matters for consideration by the general meeting. One or more shareholders or attendance right holders who individually or collectively represent at least one hundredth of the company's issued capital may ask the executive board by registered letter to call a general meeting, clearly stating the matters requiring the general meeting's attention. Upon receipt of such a request, unless it would seriously harm the company's interests to do so, the executive board shall make the necessary arrangements for a general meeting to be held within four weeks of the request.

20.5 All attendance right holders shall be sent notice of a general meeting by or on behalf of the party that has called the meeting, no later than the eighth day before the day of the meeting:

a) the notice may be sent by post, to each attendance right holder's address, as recorded in the register of shareholders; or

b) subject to the attendance right holder's prior agreement, the notice may be sent by electronic means, in the form of a readable and reproducible message, to the address that the attendance right holder has provided to the company for the purpose.

The notice shall state the date, time and location of the meeting, and the business to be considered. If a notice is sent in accordance with the foregoing provisions, but one or more copies do not reach the intended recipients, the validity of the general meeting and any resolutions passed by it shall be unaffected.

20.6 The general meeting shall appoint a chair from amongst its participants.

20.7 The proceedings of a general meeting shall be minuted, unless a notarial record is to be made. Minutes shall be taken, managed, adopted and signed off by the chair of the meeting, and by the person appointed by the chair as secretary to the meeting. The minutes or the notarial record shall serve as evidence of all resolutions made at the meeting.

Decision-making at meetings

Article 21

21.1 Every attendance right holder shall have the right to attend and speak at the general meeting, whether in person or through a proxy with written authority. The executive board member(s) shall be afforded opportunity to address and advise the general meeting. If the executive board resolves accordingly, and declares accordingly in the notice of the general meeting, every attendance right holder shall be entitled to participate in, speak at and vote at the general meeting by electronic means. Involvement by electronic means shall always be subject to the condition that the attendance right holder's identity is verifiable, and that the attendance right holder is able to follow proceedings in real time, participate in discussions and vote. The executive board may attach additional conditions to involvement by electronic means, providing that the conditions are made known when the meeting is called.

21.2 In order to participate in voting at the general meeting, an attendance right holder with a voting right, or the right holder's proxy, shall sign the attendance list, stating the number of shares represented.

21.3 Each share shall entitle its holder to one vote.

21.4 No vote may be cast at a general meeting for a share held by the company itself or a subsidiary of the company, nor for a share for which the company or a subsidiary of the company holds a share certificate.

21.5 The usufructuary or pledgee of a share held by the company or a subsidiary of the company shall retain the voting right attaching to the share, if usufruct was granted or the share was pledged before the share was acquired by the company or its subsidiary. Neither the company nor a subsidiary of the company shall be entitled to exercise the voting right attaching to a share over which the company or subsidiary has been granted usufruct or which has been pledged to the company or subsidiary.

21.6 In any situation where the law states that no vote may be cast in respect of a share, that share shall be disregarded when quantifying the presence or representation of shareholders and the direct or indirect representation of share capital at a general meeting.

21.7 A resolution of the general meeting shall require a simple majority of votes cast. Abstentions shall be treated as uncast votes.

21.8 Voting at the general meeting shall be oral, unless the meeting's chair rules otherwise.

21.9 In the event of a tied vote, the motion shall fail.

21.10 If the entire issued capital of the company is represented at a general meeting, legally valid resolutions may be made by the meeting, even if the meeting has not been called or is not conducted in full compliance with the applicable requirements, providing that:

a) all attendance right holders agree that the meeting shall be empowered to make legally valid resolutions; and

b) the executive board members are afforded opportunity to advise the meeting before any resolution is made.

21.11 The company's executive board shall record all resolutions made at a general meeting. The record shall be made available at the company's registered office for perusal by all attendance right holders. Upon request, any attendance right holder shall be furnished with a copy of or extract from the record at no more than cost price.

Decision-making outside meetings

Article 22

22.1 The shareholders may pass a valid resolution outside the context of a general meeting, providing that all attendance right holders have agreed in writing to the alternative decision-making process. The provisions of Article 24.7, first sentence, and Article 24.9, shall apply equally under such circumstances. Voting shall be by means of written ballot. The requirement regarding written voting shall be deemed satisfied if the resolution is recorded in writing, stating how the vote of each shareholder entitled to vote was cast. The executive board members shall be afforded the opportunity to advise the meeting before any resolution is made.

Amendment of Articles of Association; merger, separation and dissolution of the company

Article 23

23.1 Notwithstanding the provisions of Article 2:331, clause 1, and Article 2:334ff, clause 1, of the Civil Code, the general meeting may resolve to amend the Articles of Association or to merge, separate or dissolve the company.

23.2 When calling a general meeting, at which a motion to amend the Articles of Association is to be considered, the party that calls the meeting shall make the actual wording of the proposed amendment available to attendance right holders for perusal at the company's registered office, where it shall remain thus available until the end of the meeting.

23.4 Every attendance right holder shall be afforded opportunity to obtain a copy of the proposed amendment free of charge, from the day it is made available until the day of the general meeting, inclusive.

23.5 If the general meeting resolves to dissolve the company, the company shall be liquidated by the executive board or by one or more persons appointed for the purpose by the general meeting, unless a court of law appoints another liquidator or other liquidators. The resolution to dissolve the company shall state the remuneration to be paid to the liquidator or liquidators.

23.4 The provisions of the Articles of Association shall as far as possible remain in force while liquidation is in progress.

23.5 Any balance of the dissolved company's assets remaining after liquidation shall be distributed amongst the shareholders and other rights holders in proportion to their entitlements.

23.6 Following liquidation, the dissolved company's accounts and records shall be retained for seven years by a person charged with their keeping by the general meeting.

Transitional provisions

Article 24

24.1 The company's first accounting year shall end on the thirty-first of December, of the year two thousand and twenty-three.

24.2 This article shall lapse upon expiry of the first accounting year of the company.

Conclusion

The person appearing before me to transact this deed is known to me in my capacity as notary.