Constitution of the foundation for Intenet Domain Registration in the Netherlands

Name and registered office

Article 1

1. The Foundation shall be called:

Stichting Internet Domeinregistratie Nederland (Foundation for Internet Domain Registration in the Netherlands).

2. In this Constitution, the Foundation shall also be referred to as “SIDN”.

3. Its registered office shall be in the municipality of Arnhem, the Netherlands.

Purpose

Article 2

1. Acting on behalf of and from within the Netherlands, SIDN's object shall be to provide added value for the internet community by developing and maintaining (against reasonable charges) services and products connected with digital registration and/or network resolving, such as domain name systems (including a system for the .nl domain), and by undertaking any other activities directly or indirectly associated with or conducive to the said end, all in the broadest sense of the words.

2. SIDN shall pursue its object in various ways, including the following:

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) by 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.

3. The activities referred to in clause 2, undertaken in pursuit of the object of SIDN, may be delegated to a subsidiary or group company of SIDN in the sense of Article 2:24a, in conjunction with Article 2:24b, of the Dutch Civil Code.

Capital

Article 3

1. The capital of SIDN shall consist of all the contributions, subsidies, gifts, bequests, legacies and other income received.

2. Legacies may be accepted only subject to benefit of inventory.

Supervisory Board

Article 4

1. SIDN shall have a Supervisory Board.

2. The number of members that the Supervisory Board has shall be decided by the Supervisory Board itself. The Supervisory Board shall consist of at least six but no more than nine natural persons. If the membership should at any time fall to fewer than seven persons, the Supervisory Board shall without delay act to increase its membership.

The Supervisory Board shall remain competent to perform its function during a period in which it has fewer than the minimum prescribed number of members.

3. The Supervisory Board may award honoraria to its members, subject to the Standing Orders of the Selection, Appointments and Remuneration Committee, as referred to in Article 28.

4. The Supervisory Board ('raad van toezicht' in Dutch) shall be understood to be a Supervisory Board ('raad van commissarissen') in the sense of Book 2 of the Dutch Civil Code.

Supervisory Board: appointment of members

Article 5

1. Members of the Supervisory Board shall be appointed by the Supervisory Board itself, subject to the following provisions.

2. Appointments shall be guided by a Supervisory Board Composition Profile incorporated into or appended to the Statement of Principles and Best Practices for the Supervisory Board, as referred to in Article 28.

The Supervisory Board Composition Profile shall be formulated by the Supervisory Board itself, having first solicited the advice of registrars in accordance with Article 24, clause 3.

Supervisory Board: independence

Article 6

The composition of the Supervisory Board shall be such that its members are independent of and able to act in opposition to one another, the Executive Board and all other interested parties and groups.

Supervisory Board: dismissal and suspension

Article 7

1. The Supervisory Board may dismiss or suspend one of its members for neglect of duty or conduct inconsistent with this Constitution or the regulations or resolutions of SIDN, or where other serious grounds exist, or in the event of fundamental circumstantial change such that retention of the individual concerned as a member of the Supervisory Board cannot reasonably be expected.

2. A member of the Supervisory Board may be dismissed or suspended, as provided for in the preceding clause, only if, at a Supervisory Board meeting attended by at least three quarters of the members, a motion to appropriate effect is carried by a three-quarters majority, in which context the member to whom the motion relates shall be disregarded for the purpose of determining both whether the meeting is quorate and the size of any majority.

3. The Supervisory Board shall not pass a dismissal motion without giving the member concerned the opportunity to explain him/herself to the Supervisory Board.

4. A suspension shall automatically expire after one month, unless within that period the Supervisory Board acts to dismiss the suspended member in accordance with clause 1 of this article.

Supervisory Board: retirement and expiry of term of office

Article 8

1. Supervisory Board members shall step down in accordance with a rota drawn up by the Supervisory Board, each after no more than three years in office.

2. Upon stepping down, as provided for in clause 1 of this article, a member of the Supervisory Board may twice be reappointed, on each occasion for a successive term of up to three years.

3. Upon completion of his or her third term of office, a member of the Supervisory Board may, if compelling reasons exist, be reappointed once more for a period of up to two years. In the event of a third reappointment, the Supervisory Board shall provide justification and state the compelling reasons for the reappointment in its Annual Report.

4. Membership of the Supervisory Board shall also end in the event of:

a) the death of the member in question;

b) dismissal by the Supervisory Board;

c) resignation;

d) dismissal by a competent court on the basis of Article 2:298 of the Dutch Civil Code.

Supervisory Board: duties and powers, conflicts of interest, and prolonged absence and incapacity

Article 9

1. Notwithstanding the other provisions of this Constitution, the Supervisory Board shall be charged with supervision of the policies pursued by the Executive Board and of the general conduct of the activities of SIDN and its associated enterprises.

The Supervisory Board shall also advise the Executive Board.

More particularly, the Supervisory Board shall have a duty to supervise:

a) the realisation of SIDN's objectives;

b) the strategy and the risks associated with operational activities;

c) the establishment and performance of internal risk management and audit systems.

2. In the performance of their duties, Supervisory Board members shall concern themselves with the interests of SIDN and its associated enterprises, taking account of SIDN's particular societal responsibilities, as referred to in Article 2, clause 1.

3. The Executive Board shall promptly provide the Supervisory Board with all relevant, solicited and unsolicited information required by or advantageous to the Supervisory Board in the performance of its duties. The Supervisory Board may lay down detailed rules to support the standing orders referred to in Article 28.

4. In accordance with applicable legislation and regulations regarding the protection of personal data, and having consulted the Executive Board and passed a resolution to appropriate effect, the Supervisory Board or one or more duly appointed members shall have access to all SIDN's premises and shall be entitled to inspect all of SIDN's financial ledgers, documentation or records.

5. The Supervisory Board shall appoint a registered accountant, as referred to in Article 2:393, clause 1, of the Dutch Civil Code to audit the records referred to in Article 25 of this Constitution.

6. If a member of the Supervisory Board has a direct or indirect personal interest in the Supervisory Board's decision-making, which conflicts with the interests of SIDN or an associated enterprise ('conflicting interest'), the member in question shall immediately inform the Chair of the Supervisory Board. If the Chair of the Supervisory Board has a conflicting interest, the Chair shall immediately inform the other members of the Supervisory Board.

7. A member of the Supervisory Board shall not participate in the discussion of or decision-making regarding any matter in which he or she has a conflicting interest. If the non-participation of one or more members in accordance with the foregoing would prevent the Supervisory Board from passing a valid resolution, the Supervisory Board shall be empowered to pass a resolution, subject to the reasoning behind that resolution being recorded in writing.

If one or more members of the Supervisory Board is or are absent or unable to act, the duties of the Supervisory Board shall temporarily pass to the remaining member or members.

If all members of the Supervisory Board are absent or unable to act, the duties of the Supervisory Board shall temporarily pass to a person appointed for the purpose by the preliminary relief judge of the district court in whose jurisdiction SIDN's registered office is located. A petition to that effect may be made to the preliminary relief judge by a member of the Executive Board or, if there is no Executive Board member in post, by one or more interested parties.

In the context of his or her supervisory activities, the person appointed in accordance with the foregoing provisions shall be deemed equivalent to a member of the Supervisory Board.

8. In the context of this article, 'unable to act' implies:

a) under suspension; or

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

Supervisory Board: procedures

Article 10

1. The Supervisory Board shall appoint a Chair and a Vice-Chair from amongst its members.

2. The Supervisory Board may convene one or more committees from amongst its members. The Supervisory Board may define standing orders, as referred to in Article 28, regulating the activities of any such committee.

Article 11

1. The Supervisory Board shall meet at least four times a year. Meetings shall ordinarily be held in SIDN's offices, but may be held elsewhere or by electronic means. A member of the Supervisory Board may participate in and vote at a meeting by electronic means, providing that the member's identity is verifiable, and that the member is able to follow proceedings and vote in real time.

2. The Supervisory Board shall additionally meet whenever the Chair of the Supervisory Board considers it necessary, or at the request of the Executive Board.

3. If an additional meeting of the Supervisory Board is considered necessary by at least three members of the Supervisory Board, or by the Executive Board or one of its members, a written request to convene a meeting may be submitted to the Chair of the Supervisory Board, stating the matters requiring attention. If the Chair fails to call a meeting as requested, the party or parties making the request may call a meeting, following the procedure that the Chair would ordinarily follow. The Chair may be considered to have failed to call a meeting as requested if no notice of a meeting has been issued within three weeks of the request being made.

Article 12

1. Except in the circumstances provided for in Article 11, clause 3, where a meeting is called by a member of the Supervisory Board with the support of at least two other members, or by (a member of) the Executive Board, a meeting of the Supervisory Board shall be called by or on behalf of the Chair.

2. When calling a meeting of the Supervisory Board, the Chair shall give a notice period of at least seven days, excluding the day of issue of the notice and the day of the meeting.

3. Notice of a forthcoming meeting shall be given in writing, stating the location, time and format of the meeting, and setting out the agenda.

4. In the context of this Constitution, 'in writing' means in a communication distributed by any electronic means, including e-mail. Furthermore, in the context of this Constitution, where communication in writing is required, that requirement shall be deemed fulfilled if the notice, announcement, decision, proxy authorisation or request in question is recorded electronically.

Article 13

1. Meetings of the Supervisory Board shall be chaired by the Chair or Vice-Chair.

2. Minutes shall be kept, recording the deliberations and decisions taken at each meeting. The minutes shall be presented at the next meeting of the Supervisory Board for the approval of the members present.

Article 14

1. Except in instances where this Constitution requires a greater majority, a resolution of the Supervisory Board shall be made by a simple majority of votes cast at a quorate meeting. A meeting shall be quorate if at least two thirds of the members who have not reported a conflicting interest in accordance with Article 9, clause 6, are present. If the voting is tied, the Chair shall have the casting vote.

If the making of a resolution is frustrated by a meeting being inquorate, a further meeting shall be held no sooner than two weeks and no more than four weeks after the inquorate meeting. At the second meeting, a resolution may be made regardless of the number of members present.

2. All members of the Supervisory Board who are not suspended and have not reported a conflicting interest in accordance with Article 9, clause 6, may attend and vote at the meeting. Any member of the Supervisory Board who does not have a conflicting interest may be represented at a meeting by another member who has no conflicting interest, subject to the production of a written letter of proxy.

3. A resolution may be made only regarding a matter that appears on the agenda of the meeting, as communicated to all members of the Supervisory Board at least one week prior to the meeting, except where a meeting is called in circumstances judged by the Chair to be urgent, of which all members of the Supervisory Board have been made aware.

4. A meeting attended by all members of the Supervisory Board – excluding those who have reported a conflicting interest in accordance with Article 9, clause 6, and providing that not all members are thus excluded – may make a valid resolution regarding a tabled motion by a general vote, even if the meeting has not been called in the constitutionally specified manner, is not organised in the constitutionally specified manner, is inconsistent with any provision regarding the calling and organisation of meetings or has been called or organised without regard for any associated formality.

5. The Supervisory Board may also make a resolution outside the context of a meeting, providing that all members of the Supervisory Board – excluding those who have reported a conflicting interest in accordance with Article 9, clause 6, and providing that not all members are thus excluded – have had the opportunity to express their views in writing.

Any resolution made outside the context of a meeting shall require ratification by the Supervisory Board at the first physical meeting thereafter. A resolution requiring such ratification shall be included on the agenda of the meeting in question, and its ratification shall be recorded in the minutes of that meeting. A resolution thus made and ratified shall be included on the list of resolutions of the Supervisory Board.

6. If a vote is taken on a matter concerning which no written motion is presented to the meeting, the Chair's understanding of the outcome of the vote or the substance of the resolution shall be decisive.

7. However, if the Chair's expressed understanding is immediately disputed, a fresh vote shall be taken if requested by a single member of the Supervisory Board in circumstances where the original vote was not taken by roll call or by ballot, or by a majority of members present in other circumstances. The fresh vote may not be similarly disputed.

Executive Board

Article 15

1. SIDN shall be managed by an Executive Board, consisting of at least two but no more than three natural persons.

2. The Supervisory Board shall determine the number of members that the Executive Board shall have.

3. The Supervisory Board shall have responsibility for the appointment, suspension and dismissal of Executive Board members. A resolution regarding the appointment, suspension or dismissal of an Executive Board member shall require a motion to appropriate effect to be carried by a majority of three-quarters of votes cast at a Supervisory Board meeting attended by at least three quarters of the members.

The Supervisory Board may dismiss or suspend an Executive Board member for neglect of duty or unsatisfactory performance, for conduct inconsistent with this Constitution or the regulations or resolutions of SIDN, for other compelling reasons, or in the event of fundamental circumstantial change such that retention of the individual concerned as a member of the Executive Board cannot reasonably be expected.

4. The Supervisory Board shall not consider a dismissal or suspension motion without first giving the Executive Board member in question the opportunity to explain him/herself to the Supervisory Board.

5. A suspension shall expire after two months, unless within that period the Supervisory Board acts to dismiss the suspended member.

6. While suspended, an Executive Board member shall not be entitled to exercise the authority ordinarily invested in him or her by law or by this Constitution.

7. In the event of a vacancy arising on the Executive Board, it shall be filled as quickly as possible by the Supervisory Board, unless the Supervisory Board resolves that the number of Executive Board members should be reduced.

8. If the Executive Board has more than one member, the Supervisory Board shall appoint one member of the Executive Board as Chair of the Executive Board.

Executive Board: remuneration

Article 16

1. SIDN shall have a policy regarding the remuneration of Executive Board members, which shall be defined by the Supervisory Board.

2. Executive Board members' remuneration and their other terms and conditions of employment shall be determined by the Supervisory Board, in accordance with the policy referred to in clause 1.

Executive Board: conflicts of interest, and prolonged absence and incapacity

Article 17

1. If a member of the Executive Board has a conflicting interest in a matter to be decided by the Executive Board, the member in question shall immediately inform:

a) the Executive Board; and

b) the Chair of the Supervisory Board.

A member of the Executive Board 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 Supervisory Board for decision-making.

2. If a member of the Executive Board is absent or unable to act, the management duties of the Executive Board shall temporarily pass to the remaining member or members. If all members of the Executive Board are (or the sole member is) absent or unable to act, the management duties of the Executive Board shall temporarily pass to a Supervisory Board member or another person appointed for the purpose by the Supervisory Board.

In the fulfilment of his or her management duties, the person appointed in accordance with the foregoing provisions shall be deemed equivalent to a member of the Executive Board. In addition, the Supervisory Board shall convene a meeting as soon as possible, at which it may decide on the appointment of one or more Executive Board members.

If a member of the Supervisory Board is temporarily given management responsibility, he or she shall (temporarily) withdraw from the Supervisory Board.

3. The provisions of Article 9, clause 8, shall apply equally in this context, insofar as that is possible.

Executive Board: disqualification criteria

Article 18

1. The following persons may not serve as Executive Board members:

a) a member of the Supervisory Board;

b) a member of SIDN's Complaints and Appeals Board;

c) a person who acts as an SIDN dispute arbiter, or is closely associated with SIDN's Dispute Resolution System;

d) an executive board member, supervisory board member, shareholder or employee (in the sense of Article 7:610 of the Dutch Civil Code) of a registrar, unless the Supervisory Board resolves by a simple majority of votes cast at a meeting attended by at least three quarters of its members that the individual may nevertheless be appointed to the Executive Board; and/or

e) a first or second-degree blood relative or long-term cohabiting partner of any person referred to above in paragraphs a to d, if and insofar as the Supervisory Board considers that a conflict of interests exists or could arise, unless the Supervisory Board resolves by a simple majority of votes cast at a meeting attended by at least three quarters of its members that the individual may nevertheless be appointed to the Executive Board.

Executive Board: representation

Article 19

1. Notwithstanding the provisions of clause 2 of this Article, SIDN shall be represented by:

a) the Executive Board, or

b) two Executive Board members acting in concert.

2. The Executive Board may resolve to give a written, indefinite authority to one or more of its own members or third parties to represent SIDN within certain parameters defined in the appointment. The Executive Board may also resolve to give any such appointed representative a title.

3. The Executive Board shall ensure that details of the persons currently authorised to represent SIDN are recorded in the Trade Register.

Executive Board: authority

Article 20

1. Notwithstanding the limitations imposed by this Constitution, the Executive Board shall be responsible for the management of SIDN. All powers not otherwise invested by law or by this Constitution shall reside with the Executive Board.

In the performance of its duties, the Executive Board shall concern itself with the object and interests of SIDN and the associated enterprises, taking account of SIDN's particular societal responsibilities, as referred to in Article 2, clause 1.

2. Notwithstanding the principle of collective responsibility, the Executive Board may allocate certain tasks and fields of interest to certain members. Any such allocation and the associated working methods shall be defined in the Standing Orders of the Executive Board, subject to the provisions of Article 21, clause 1, paragraph q.

3. Subject to the provisions of Article 21, the Executive Board shall be entitled to resolve to enter into contracts for the procurement, disposal or encumbrance of registered property, and to enter into contracts under which SIDN stands surety or assumes joint and several liability for a debt, answers for a third party or assumes the role of guarantor of a third party's debt.

Executive Board: limitations

Article 21

1. The Executive Board shall require the prior approval of the Supervisory Board for a legal transaction of any kind that the Supervisory Board has clearly defined in a written communication to the Executive Board as requiring such approval.

2. If the Supervisory Board should withhold approval from a resolution of a kind referred to in clause 1 of this article, that shall not diminish the authority of the Executive Board or any of its members to represent SIDN.

Executive Board: cessation of membership

Article 22

1. Membership of the Executive Board shall end in the event of:

a) the member's death, the imposition of a curatorship order upon the member, or the issue of a court order depriving the member of control over any part of his or her property;

b) the member being declared bankrupt or being granted relief from his or her creditors by payment moratorium;

c) the Executive Board member's resignation in writing;

d) dismissal by the Supervisory Board, as provided for in Article 15, clause 3;

e) dismissal by a competent court, in circumstances provided for by law;

f) the Supervisory Board learning that the member is disqualified on the basis of Article 18 of this Constitution, in which case membership shall end immediately.

Article 23

1. If the Executive Board has more than one member, the provisions of this Constitution regarding meetings of and decision-making by the Supervisory Board shall apply equally to meetings of and decision-making by the Executive Board, insofar as the application of those provisions is consistent with the law.

2. All resolutions of the Executive Board shall be recorded in writing and archived in an accessible manner.

Cooperation with registrars

Article 24

1. The registrars shall advise the Executive Board, both at the latter’s request and of their own volition. The registrars' entitlement to be consulted shall not be amended without the registrars' agreement.

2. The Supervisory Board shall involve the registrars in the appointment and reappointment of one Supervisory Board member, who shall have demonstrable knowledge of the commercial circumstances and interests of registrars and their operational relations and position within the DNS service provision chain. The Supervisory Board member thus (re)appointed shall satisfy not only all the constitutional requirements for membership, including the independence requirement, but also any additional membership requirements that the Supervisory Board may formulate. SIDN shall determine which registrars' representative body shall act for the registrars in the context of the provisions of this article.

3. The registrars' involvement in the (re)appointment of a Supervisory Board member shall consist of:

a) proposing a candidate to the Supervisory Board, which may accept or reject the proposal; or

b) advising on the appointment of a candidate proposed by the Supervisory Board, in which case the candidate shall be appointed by the Supervisory Board only if the registrars approve the proposal; or

c) giving reasoned advice regarding the Supervisory Board's proposed reappointment of a Supervisory Board member appointed in accordance with the provisions of this article, in which case the Supervisory Board may depart from the said advice only on reasoned grounds.

4. Where this Constitution affords the registrars the right to be consulted, SIDN shall determine which registrars' representative body is deemed to speak for the registrars.

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

Accounting year and annual reporting

Article 25

1. SIDN's accounting year shall coincide with the calendar year. Prior to the start of each accounting year, the Executive Board shall compile a budget for that year, in accordance with the provisions of Article 21, clause 1, paragraph a.

2. The Executive Board shall maintain accounts of SIDN's capital position and of all aspects of SIDN's activities, the nature of which accounts shall be consistent with the requirements arising out of those activities, and shall retain the associated records, documentation and other data carriers, so that SIDN's rights and obligations are apparent at all times.

3. Within six months of the end of each accounting year, the Executive Board shall compile an Annual Financial Statement, including a balance sheet and a profit and loss account. The Executive Board shall additionally compose an Annual Management Report.

4. Before the balance sheet and profit and loss account referred to in clause 3 may be adopted by the Executive Board, the records shall – notwithstanding the provisions of Article 21, clause 1, paragraph a – be examined by an auditor appointed by the Supervisory Board in accordance with Article 9, clause 5. This auditor shall be commissioned to report his or her findings to the Executive Board and the Supervisory Board.

5. The Annual Financial Statement shall be signed by all members of the Executive Board as evidence of its adoption. The Annual Financial Statement shall additionally be signed by the members of the Supervisory Board as evidence of their approval of the statement's adoption by the Executive Board. If the signature of one or more members is absent, that absence and the reasons for it shall be stated.

6. The Executive Board shall retain the records, documentation and other data carriers referred to in clauses 2 and 3 for seven years.

Each year's Annual Financial Statement and accompanying notes shall be published within eight days of its adoption.

Constitutional amendments and merger or division of SIDN

Article 26

1. The Supervisory Board shall have the authority to amend this Constitution, to change SIDN's legal status, or to merge or divide SIDN. A resolution to any such effect shall require a corresponding motion to be carried by a majority of three-quarters of votes cast at a Supervisory Board meeting attended by at least three quarters of the members. If a resolution to any such effect cannot be passed because insufficient members are present at a meeting where a corresponding motion is put forward, a further meeting shall be held no sooner than two weeks and no later than four weeks after the former meeting. At that second meeting, a resolution may lawfully be passed, regardless of the number of Supervisory Board members present, if the original motion is carried by a majority of at least two thirds of votes cast.

2. The notice calling a meeting, at which a motion regarding a constitutional amendment is to be considered, shall include the relevant motion specifying the wording of the proposed amendment.

3. A constitutional amendment shall not take effect until a notarial deed to appropriate effect has been drawn up. Each member of the Supervisory Board and each member of the Executive Board shall individually possess the authority to execute such a deed.

Dissolution

Article 27

1. SIDN may be dissolved:

a) by a resolution of the Supervisory Board passed in accordance with the provisions of Article 26, clauses 1 and 2; or

b) by a competent court, in circumstances provided for by law.

2. SIDN shall continue to exist following an act of dissolution insofar as continued existence is necessary for the liquidation of assets. In such circumstances, all documentation and announcements released or made by SIDN shall clearly indicate that SIDN is in a state of liquidation. The state of liquidation shall cease once all assets known to the liquidators have been liquidated.

3. The Executive Board members shall act as liquidators of SIDN's assets, unless the Supervisory Board appoints one or more other liquidators in the context of the resolution by which SIDN is dissolved.

4. The constitutional provisions regarding the appointment, suspension or dismissal of Executive Board members shall apply equally to liquidators. All other constitutional provisions shall also remain in force during liquidation insofar as circumstances permit.

5. If liquidation of SIDN yields a net monetary surplus, the surplus shall be disposed of by the Supervisory Board as it sees fit, subject to the understanding that the money should be used for a purpose as closely consistent with the object of SIDN as possible.

Following liquidation of SIDN, its accounts and records shall be retained for seven years by a person charged with their keeping by the Executive Board.

Regulations

Article 28

1. The Supervisory Board may lay down regulations other than those referred to in this Constitution.

2. The Supervisory Board shall lay down at least the following:

a) a Statement of Principles and Best Practices for the Supervisory Board;

b) a Supervisory Board Composition Profile to accompany the Statement referred to in paragraph a.;

c) a retirement and reappointment rota for Supervisory Board members;

d) Standing Orders of the Audit Committee of the Supervisory Board of the Supervisory Board to accompany the Statement referred to in paragraph a.;

e) Standing Orders of the Security and Stability Committee of the Supervisory Board to accompany the Statement referred to in paragraph a.; and

f) Standing Orders of the Selection, Appointments and Remuneration Committee of the Supervisory Board to accompany the Statement referred to in paragraph a.

Conclusion

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