TERMS OF REFERENCE NOMINATION AND APPOINTMENT COMMITTEE CURETIS N.V.

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1 TERMS OF REFERENCE NOMINATION AND APPOINTMENT COMMITTEE CURETIS N.V. Adopted by the Supervisory Board on 10 November 2015

2 1. INTRODUCTION 1.1 These Terms of Reference have been drawn up by the Supervisory Board pursuant to clause of the Supervisory Board Rules and article 26.4 of the Articles of Association. 1.2 The Nomination and Appointment Committee is a standing committee of the Supervisory Board. 1.3 These Terms of Reference are posted on the Company's website The meaning of certain capitalised or uncapitalised terms used in these Terms of Reference are set forth in the List of Definitions attached as Schedule COMPOSITION 2.1 The Nomination and Appointment Committee shall consist of at least two members. All members of the Nomination and Appointment Committee must also be Supervisory Directors. No more than one member of the Nomination and Appointment Committee shall not be independent within the meaning of clause of the Supervisory Board Rules The members of the Nomination and Appointment Committee shall be appointed and may be replaced at any time by the Supervisory Board. The Supervisory Board shall appoint one of the members of the Nomination and Appointment Committee as Chairman of the Selection and Appointment Committee. 2.3 The Nomination and Appointment Committee may not be chaired by the Chairman of the Supervisory Board or by a former Managing Director of the Company. 2.4 The term of office of a member of the Nomination and Appointment Committee will generally not be set beforehand. It will, inter alia, depend on the composition of the Supervisory Board as a whole and that of other Committees from time to time. 2.5 The Company Secretary shall act as secretary to the Nomination and Appointment Committee. The Company Secretary may delegate his duties, or parts thereof, under these Terms of Reference, to a deputy appointed by him in consultation with the Chairman of the Nomination and Appointment Committee. 3. DUTIES AND POWERS 3.1 Working within the Supervisory Board, the Nomination and Appointment Committee has the following duties: to draft selection criteria and appointment procedures for Supervisory Directors and Managing Directors; to assess at least once a year the size and composition of the Supervisory Board and the Management Board, and to make proposals for the Supervisory Board Profile; 4 1 Dutch Corporate Governance Code, best practice provision III Dutch Corporate Governance Code, best practice provision III Dutch Corporate Governance Code, best practice provision III.5.14, part a. 2

3 3.1.3 to assess at least once a year the functioning of individual Supervisory Directors and Managing Directors and report their findings to the Supervisory Directors; to make proposals for (re)appointments; to supervise the policy of the Management Board on the selection criteria and appointment procedures for the Company's key employees; to prepare the decision-making process of the Supervisory Board on the acceptance by a Managing Director of the membership of the supervisory board of a listed company; and to prepare the decision-making process of the Supervisory Board concerning any conflicts of interest that may arise in the acceptance by Supervisory Directors of additional positions. 3.2 Each member of the Nomination and Appointment Committee has access to all relevant books, records and offices of the Company and the authority to interview officers and employees of the Company to the extent necessary or useful for the proper performance of his duties. Members of the Nomination and Appointment Committee shall exercise this right in consultation with the Chairman of the Nomination and Appointment Committee. 3.3 The Nomination and Appointment Committee may, at the expense of the Company, seek the advice which it deems desirable for the correct performance of its duties, provided against a reasonable price agreed upon within the Nomination and Appointment Committee and in consultation with the CEO. The Management Board may request to review the fees spent on advisers by the Nomination and Appointment Committee on reasonableness. 3.4 The Nomination and Appointment Committee may only exercise such powers as are explicitly attributed or delegated to it by the Supervisory Board and it may never exercise powers beyond those exercisable by the Supervisory Board as a whole. 4. MEETINGS 4.1 The Nomination and Appointment Committee shall meet as often as required for a proper functioning of the Nomination and Appointment Committee. The Nomination and Appointment Committee shall meet at least once a year. The meetings are as much as possible scheduled annually in advance and are held as far as possible shortly before the meetings of the Supervisory Board. The Nomination and Appointment Committee shall meet earlier if this is deemed necessary by any member of the Nomination and Appointment Committee. 4.2 Meetings of the Nomination and Appointment Committee are in principle called by the Company Secretary on behalf of the Chairman of the Nomination and Appointment Committee, in consultation with the Chairman of the Nomination and Appointment Committee. Save in urgent cases, to be determined by the Chairman of the Nomination and 4 Dutch Corporate Governance Code, best practice provision III.5.14, part b. 5 Dutch Corporate Governance Code, best practice provision III.5.14, part c 6 Dutch Corporate Governance Code, best practice provision III.5.14, part c 7 Dutch Corporate Governance Code, best practice provision III.5.14, part e 3

4 Appointment Committee, the agenda for the meeting shall be sent at least seven calendar days before the meeting to all members of the Nomination and Appointment Committee. For each item on the agenda an explanation in writing shall be provided, where possible, or other related documentation will be attached. 4.3 The Nomination and Appointment Committee shall decide if and when the CEO should attend its meetings. 8 In addition and subject to clause 3.4 of these Terms of Reference, independent experts may be invited to attend meetings of the Nomination and Appointment Committee. Each Supervisory Director may attend meetings of the Nomination and Appointment Committee. 4.4 The Company Secretary or any other person designated for such purpose by the chairman of the meeting shall draw up minutes of the meeting of the Nomination and Appointment Committee. 5. REPORTING TO THE SUPERVISORY BOARD 5.1 The Nomination and Appointment Committee must inform the Supervisory Board in a clear and timely manner about the way it has used delegated powers and of major developments in the area of its responsibilities. 5.2 The Nomination and Appointment Committee shall provide the Supervisory Board with a report of its deliberations, findings and recommendations. 9 The reports of meetings of the Nomination and Appointment Committee are distributed among all Supervisory Directors as soon as possible after the meeting concerned. 5.3 If requested, the Chairman of the Nomination and Appointment Committee shall at meetings of the Supervisory Board provide the Supervisory Board with further information on the outcome of the discussions of the Nomination and Appointment Committee. 5.4 Every Supervisory Director has unrestricted access to all records of the Nomination and Appointment Committee. A Supervisory Director shall exercise this right in consultation with the Chairman of the Nomination and Appointment Committee and the Company Secretary. 6. MISCELLANEOUS 6.1 The Chairman of the Nomination and Appointment Committee (or one of the other Nomination and Appointment Committee members) shall be available to answer questions regarding the Nomination and Appointment Committee's activities at the annual General Meeting. 6.2 Anyone who is appointed as an Nomination and Appointment Committee member must, upon assuming office, declare in writing to the Company that he accepts and agrees to the contents of these Terms of Reference and pledge to the Company that he will comply with the provisions of these Terms of Reference. 8 Dutch Corporate Governance Code, best practice provision III Dutch Corporate Governance Code, best practice provision III

5 6.3 The Supervisory Board may occasionally decide at its sole discretion not to comply with these Terms of Reference, subject to applicable law and regulations. 6.4 The Nomination and Appointment Committee shall review and re-assess the adequacy of these Terms of Reference annually, report its assessment to the Supervisory Board and recommend, where appropriate, any proposed changes to the Supervisory Board. 6.5 The Supervisory Board can at all times amend these Terms of Reference or revoke any powers granted by it to the Nomination and Appointment Committee. 6.6 The annual report of the Supervisory Board as referred to in clause of the Supervisory Board Rules shall state the composition of the Nomination and Appointment Committee, the number of meetings held by the Nomination and Appointment Committee and the main issues dealt with at these meetings These Terms of Reference are governed by the laws of the Netherlands. The court of Amsterdam, the Netherlands, has exclusive jurisdiction to settle any dispute arising from or in connection with these Terms of Reference (including any dispute regarding the existence, validity or termination of these Terms of Reference). 6.8 These Terms of Reference are complementary to the provisions governing the Nomination and Appointment Committee as included in Dutch law, other applicable Dutch, or EU regulations, the Articles of Association or the Supervisory Board Rules. Where these Terms of Reference are inconsistent with Dutch law, other applicable Dutch or EU regulations, the Articles of Association or the Supervisory Board Rules, the latter shall prevail. Where these Terms of Reference are consistent with the Articles of Association or the Supervisory Board Rules but inconsistent with Dutch law or other applicable Dutch or EU regulations, the latter shall prevail. 6.9 If one or more provisions of these Terms of Reference are or become invalid, this shall not affect the validity of the remaining provisions. The Supervisory Board may replace the invalid provisions by provisions which are valid and the effect of which, given the contents and purpose of these Terms of Reference is, to the greatest extent possible, similar to that of the invalid provisions. 10 Dutch Corporate Governance Code, best practice provision III

6 SCHEDULE 1 - LIST OF DEFINITIONS In these Terms of Reference the following terms have the following meanings: "Annual Accounts" means the annual accounts of the Company as referred to in section 2:101 of the Dutch Civil Code; "Annual Report" means the annual report of the Company drawn up by the Management Board, as referred to in section 2:101 of the Dutch Civil Code; "Articles of Association" means the articles of association of the Company; "Audit Committee" means the Committee as referred to in the Supervisory Board Rules; "CEO" means the Chief Executive Officer of the Company; "Chairman" means the chairman of the Supervisory Board; "Committee" means a committee of the Supervisory Board; "Company" means Curetis N.V.; "Company Secretary" means the company secretary of the Company; "External Auditor" means the accounting and auditing firm that, in accordance with section 2:393 of the Dutch Civil Code, is charged with the audit of the Annual Accounts; "General Meeting" means the general meeting of the Company; "Group Company" has the meaning attributed to it in section 2:24b of the Dutch Civil Code; "Management Board" means the management board of the Company; "Management Board Rules" means the Management Board Rules of the Company; "Nomination and Appointment Committee" means the Committee as referred to in these Terms of Reference; "Remuneration Committee" means the Committee as referred to in the Supervisory Board Rules; "Remuneration Report" means the remuneration report of the Supervisory Board regarding the remuneration policy of the Company as drawn up by the Nomination and Appointment Committee; "Subsidiary" has the meaning attributed to it in section 2:24a of the Dutch Civil Code; "Supervisory Board" means the supervisory board of the Company; "Supervisory Board Profile" means the profile for the size and composition of the Supervisory Board; "Supervisory Board Rules" means the Supervisory Board Rules of the Company; "Terms of Reference" means the terms of reference of a Committee as established by the Supervisory Board; "Vice-Chairman" means the vice-chairman of the Supervisory Board. 6

7 Save where the context dictates otherwise, in these Terms of Reference: (a) (b) (c) (d) (e) words and expressions expressed in the singular form also include the plural form, and vice versa; words and expressions expressed in the masculine form also include the feminine form; a reference to a clause or a schedule is a reference to a clause or a schedule of these Terms of Reference; a reference to a statutory provision counts as a reference to this statutory provision including all amendments, additions and replacing legislation that may apply from time to time; and "in writing" means by letter, by telecopier, by , or by message which is transmitted via any other current means of communication and which can be received in written form. Headings of clauses and other headings in these Terms of Reference are inserted for ease of reference and do not form part of the Terms of Reference concerned for the purpose of interpretation. 7