274937/RB/N. Version date: 26-09-2017 UNOFFICIAL TRANSLATION DEED OF AMENDMENT OF THE ARTICLES OF ASSOCIATION LEBARA GROUP B.V. On the twenty-sixth day of September two thousand and seventeen appeared before me, Remco Bosveld, civil-law notary (notaris), in Amsterdam: Natalja van Hofwegen LL.M., born in Amsterdam, the Netherlands on the twentyninth day of July nineteen hundred and ninety-three, employed by AKD N.V. a limited liability company (naamloze vennootschap), established under Dutch law, having its registered office in Rotterdam, at its office at Gustav Mahlerlaan 2970, 1081 LA Amsterdam. The person appearing declared the following: Whereas On the twenty-third day of September two thousand and seventeen the general meeting Lebara Group B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated and organized under the laws of the Netherlands, having its registered office in Amsterdam, the Netherlands, with address at Entrada 111, 1114 AA Amsterdam-Duivendrecht, the Netherlands, registered with the trade register under number 34298812, has unanimously resolved to amend the articles of association of said company entirely. The general meeting further resolved to authorize the person appearing to execute the deed of amendment of the articles of association. Amendment of the articles of association In pursuance of the aforementioned resolution and authorization the person appearing, acting as mentioned, declared to amend the articles of association entirely in such a way that they will read as follows: ARTICLES OF ASSOCIATION: CHAPTER 1. DEFINITIONS Article 1.1. Definitions 1.1.1 The following terms will have the meaning indicated: a. shareholder: holders of one or more shares; b. shares: registered shares; c. accountant: a chartered accountant or other accountant as referred to in Section 2:393 DCC, or an organisation in which such accountants work together; d. general meeting: the general meeting, being the company body consisting of the persons entitled to attend meetings and, if this is demonstrated by the context, the meeting of the persons entitled to attend meetings; e. managing board: the body in charge of the management of the company; Page 1 of 9
f. managing director: a member of the managing board; g. management report: the management report as referred to in Section 2:391 DCC; h. DCC: the Dutch Civil Code (Burgerlijk Wetboek); i. annual accounts: the annual accounts as referred to in Section 2:361 DCC; j. management report and annual accounts: the annual accounts and, if applicable, the management report as referred to in Section 2:391 DCC as well as the other information as referred to in Section 2:392 DCC and the auditor s certificate regarding the accuracy of the annual accounts; k. written/in writing: by means of a (registered) letter, fax, bailiff s notification, a message that can be read and reproduced by electronic means, or other electronic data carrier in conformance with the requirements stipulated by the company, provided that in the event of electronic data carriers, the recipient has agreed to electronic communication; l. conflict of interest: a direct or indirect personal interest that contravenes the interest of the company and its business. In any event this is involved if the company intends to enter into a transaction with a managing director or a blood relative or relative by marriage of a managing director up to the second degree or a legal entity or partnership (personenvennootschap) in which one of the persons mentioned above directly or indirectly holds a substantial financial interest; m. distribution: every payment to shareholders from the profits or reserves or on account of repayment of share capital or repurchase of shares; n. company: the private company with limited liability to which these articles of association apply; o. persons entitled to attend meetings: the shareholders, as well as the holders of a right of usufruct or pledge to a share who have the right to attend meetings; p. right to attend meetings: the right to attend the general meeting in person or by written proxy and to speak at the meeting, as well as the other rights that the law attaches to the right to attend meetings. CHAPTER 2. NAME. CORPORATE SEAT. OBJECTS Article 2.1. Name and corporate seat 2.1.1 The name of the company is Lebara Group B.V. 2.1.2 The company has its corporate seat in Amsterdam, the Netherlands. Article 2.2. Objects 2.2.1 The objects of the company are: a. to act as trustee and administrator of loans, capital, trust assets, partnerships and participations; b. to incorporate, participate in, conduct the management of and in any way otherwise take a financial interest in other companies and undertakings; Page 2 of 9
c. to render administrative, technical, financial, economic or management services to other companies, persons and undertakings; d. to acquire, alienate, manage and operate movable and immovable property and other goods, including patents, trademark rights, licenses, permits and other industrial property rights; e. to take out and/or furnish loans, as well as to provide security, to warrant performance by or bind itself jointly or severally in addition to or on behalf of others, the above in collaboration with third parties or not and including the performance and promotion of all acts directly or indirectly related to the above objects, all this in the broadest sense of the word. CHAPTER 3. CAPITAL STRUCTURE Article 3.1. Share capital 3.1.1 The company has one or more shares with a nominal value of one eurocent (EUR 0.01). 3.1.2 The shares are registered and numbered consecutively, beginning with number 1. 3.1.3 No share certificates are issued for the shares. Article 3.2. Share issues 3.2.1 Shares are issued pursuant to a resolution of the general meeting; the resolution to issue shares also stipulates the issue price and the further terms and conditions. 3.2.2 In issuing shares, shareholders have no pre-emption right. 3.2.3 Shares are only issued against payment in full and, if agreed, the share premium. Payments must be made in Dutch legal tender, unless payment in a foreign currency or another contribution has been agreed upon. 3.2.4 Issuing a share after incorporation requires a deed to this effect executed before a civil-law notary in practice in the Netherlands; the parties involved must be parties to this deed. 3.2.5 The provisions of the previous paragraphs of this article apply mutatis mutandis to the granting of rights to subscribe for shares. Article 3.3. Acquisition of shares by the company in its share capital 3.3.1 The company may acquire fully paid-up shares in its share capital or depositary receipts for such shares subject to a resolution of the managing board and subject to the relevant statutory provisions. 3.3.2 The company being a subsidiary of another company, may only acquire shares in that other company other than for no consideration if the managing board of this other company approved this acquisition. 3.3.3 The provisions regarding share issues apply mutatis mutandis to alienation by the company of shares it holds in its share capital. Article 3.4. Reduction of capital 3.4.1 The general meeting may resolve to reduce the issued share capital by cancelling shares or by reducing the amount of shares by amending the articles of association. This resolution must designate the shares to which the resolution relates and the way in which the resolution will be implemented. Page 3 of 9
3.4.2 A resolution to cancel shares can only relate to shares held by the company itself or of which the company holds the depositary receipts. 3.4.3 Reducing the amount of shares without repayment must take place proportionally for all shares. Partial repayment on shares must also take place proportionally for all shares. 3.4.4 The requirement of proportionality may be set aside with the consent of all shareholders involved. 3.4.5 The notice convening a meeting in which a resolution to reduce the share capital will be adopted will specify the objective of the reduction of the share capital and the way in which the resolution will be implemented. The second, third and fourth sub-sections of Section 2:233 DCC apply mutatis mutandis. 3.4.6 A resolution of the general meeting to reduce the share capital with repayment on shares is subject to approval from the managing board. The managing board will only refuse to grant its approval if it knows or reasonably should foresee that after the repayment, the company will be unable to continue to pay its payable debts. CHAPTER 4. SHARES Article 4.1. Transfer of shares 4.1.1 The transfer of a share or the transfer, establishment or waiver of a limited right to a share takes place subject to the relevant statutory provisions. Article 4.2. Right of pledge. Right of usufruct 4.2.1 A shareholder can establish a right of pledge or usufruct on one or more of its shares. 4.2.2 The shareholder holds the voting right to the shares on which the right of pledge or usufruct is established. 4.2.3 In contrast to article 4.2.2, the pledgee is entitled to the voting right if the requirements of Section 2:198 (3) DCC have been satisfied, for which purpose the approval referred to in that Section must have been granted by the general meeting. The approval referred to in the previous sentence applies mutatis mutandis to the transition of the voting rights to a new pledgee. 4.2.4 The shareholder who does not have the voting rights and the pledgee who has voting rights, have the rights the law confers upon the holders of depositary receipts to which the right to attend meetings are attached. The pledgee who does not have voting rights, does not have these rights, unless these rights are granted to him in the establishment or the transfer of the right of pledge. Article 4.3. Register 4.3.1 The managing board will keep a register containing the names and addresses of all shareholders, stating the date on which they acquired the shares, as well as the date of the acknowledgment or service. The register will also include the names and addresses of holders of a right of usufruct or pledge to those shares, stating the date on which they acquired the right, the date of acknowledgment or service, as well as specifying the rights attached to the shares to which they are entitled with respect to the company. Page 4 of 9
Article 4.4. Notices and announcements 4.4.1 Notices and announcements for the managing board will be sent to the company s address or to the addresses including the e mail address as communicated by the managing board. Notices and announcements for persons who are entered in the register will be sent to the address including the e mail address as communicated to the managing board of the persons involved as entered in the register. Article 4.5. No right to attend meetings 4.5.1 Holders of depositary receipts have no right to attend meetings. CHAPTER 5. OBLIGATIONS OF SHAREHOLDERS Article 5.1. No transfer restrictions 5.1.1 The shares of the company can be freely transferred (vrij overdraagbaar). CHAPTER 6. MANAGEMENT. REPRESENTATION Article 6.1. Management 6.1.1 The company is managed by a managing board consisting of one or more managing directors A and one or more managing directors B, the exact number of managing directors A and B to be specified by the general meeting. Managing directors B can only be persons who are Dutch resident. In fulfilling their duty the managing directors shall serve the interest of the company and the enterprise connected with it. 6.1.2 In the meeting of the managing board each managing director has a right to cast one (1) vote. All resolutions by the managing board shall be adopted by an absolute majority of the votes cast. 6.1.3 The managing board can hold meetings by telephone or video conferencing, provided that every managing director taking part in such a meeting can at all times hear and be heard by all other managing directors taking part in that meeting. Such a managing director will be deemed to be present at such a meeting, to take part in that meeting and to cast his vote as if he was physically present at that meeting. 6.1.4 The managing board may adopt resolutions without holding a meeting, provided that the resolution is adopted in writing and all managing directors have expressed themselves in favor of the proposal. 6.1.5 The general meeting can make decisions of the managing board clearly described in its resolution to this effect subject to its approval. The general meeting will immediately inform the managing board of such a resolution in writing. 6.1.6 The absence of approval as prescribed in this article does not affect the representation authority of the managing board or the managing directors. 6.1.7 A managing director will not participate in the deliberations and decision-making process if a conflict of interest is involved. If the managing board is unable to adopt a resolution as a result, the resolution will be adopted by the general meeting. 6.1.8 The managing board has to comply with the instructions of the general meeting. Page 5 of 9
Article 6.2. Appointment, suspension and dismissal of managing directors 6.2.1 Managing directors are appointed by the general meeting. The general meeting can suspend and dismiss the managing directors at any time. Article 6.3. Managing directors unable to act or absent 6.3.1 In the event that one or more managing directors is/are unable to act or is/are absent, the remaining managing directors or the sole remaining managing director are/is temporarily charged with the management. In the event that all managing directors or the sole managing director are/is unable to act or are/is absent, the general meeting shall appoint one or more (temporary) managing directors. 6.3.2 Unable to act is deemed to comprise: a. suspension; b. sickness; c. being untraceable, in case sub b and c without the possibility of contact with or on behalf of the company occurring during a term of five (5) days. 6.3.3 Any vacancy on the managing board will be filled as soon as possible. Article 6.4. Remuneration of managing directors 6.4.1 The remuneration and other terms and conditions of employment for the managing directors are adopted by the general meeting. Article 6.5. Representation 6.5.1 The managing board, as well as a managing director A and a managing director B acting jointly, are authorized to represent the company. CHAPTER 7. ANNUAL ACCOUNTS. PROFIT AND LOSS Article 7.1. Financial year. Preparation of the annual accounts 7.1.1 The financial year is concurrent with the calendar year. 7.1.2 Each year within five (5) months after the end of the financial year unless the general meeting extends this term by no more than five (5) months on the grounds of special circumstances the managing board will prepare the annual accounts and management report, consisting of the annual accounts as well as the management report and the other information to be added pursuant to Section 2:392 (1) DCC. Within this term, the annual accounts will be made available at the company s office for inspection by the persons entitled to attend meetings. The annual accounts may be drawn up in the English, French or German language if this is stipulated by the general meeting. 7.1.3 The annual accounts will be signed by the managing directors; if one or more of their signatures is/are missing, the reason for this will be specified in the documents. Article 7.2. Accountant 7.2.1 The company can instruct an accountant to audit the annual accounts as referred to in Section 2:393 DCC; if an audit is prescribed by law, the company must issue the instructions referred to in the previous sentence. The provisions of Section 2:393 DCC apply to issuing the instructions. 7.2.2 The accountant reports the findings of his audit to the managing board. Article 7.3. Adoption of annual accounts Page 6 of 9
7.3.1 The general meeting adopts the annual accounts. The annual accounts cannot be adopted if the general meeting was unable to examine the auditor s certificate. 7.3.2 The provisions in these articles of association regarding the management report and the other information to be added by virtue of Section 2:392 (1) DCC do not apply if the law so allows. Article 7.4. Publication 7.4.1 The company is required to publish the annual accounts within eight (8) days after their adoption. 7.4.2 In the event that the exemption of Section 2:396 (3) to (9) DCC or of Section 2:397 (3) to (8) DCC applies to the company based on the size of the company s business, publication takes place subject to the applicable exemptions. The above provisions in this article do not apply if the company is part of a group and the exemption of Section 2:403 DCC applies to the company. Article 7.5. Profit and loss allocation 7.5.1 The result appearing from the adopted annual accounts is at the disposal of the general meeting. 7.5.2 The company can only make distributions to the extent that the equity exceeds the reserves that must be maintained by law. 7.5.3 The general meeting can decide to pay interim dividends if the requirement of article 7.5.2 has been satisfied. 7.5.4 Subject to the relevant provision in article 7.5.2, the general meeting can decide to make distributions out of a reserve that does not have to be maintained by law. 7.5.5 Distributions can be made in a form other than in cash. 7.5.6 A distribution resolution will be subject to approval from the managing board. The managing board will only refuse to grant approval if it knows or reasonably should foresee that after the distribution, the company will be unable to continue to pay its payable debts. CHAPTER 8. GENERAL MEETING Article 8.1. Annual general meeting 8.1.1 The annual general meeting is held within six (6) months after the end of the financial year. 8.1.2 The agenda for this meeting will include the following items: a. the management report; b. adoption of the annual accounts; c. adoption of the allocation of profits or treatment of a loss; d. the proposal to grant the managing directors discharge for their management; e. the filling of any vacancies; f. other proposals placed on the agenda by the managing board or with application of the provisions of this Chapter 8 by a person entitled to attend meetings. Article 8.2. Other general meetings 8.2.1 Without prejudice to the above provisions in these articles of association, general meetings are held as often as decided by the managing board or a person entitled to attend meetings. Page 7 of 9
Article 8.3. Notice. Agenda 8.3.1 The notice will be given no later than eight (8) days prior to the date of the meeting. 8.3.2 The notice will specify the subjects to be dealt with, as well as the place and time of the meeting. Article 8.4. Place of the meetings 8.4.1 The general meetings are held in the municipality where the company has its corporate seat as well as in Rotterdam, Utrecht or the municipality Haarlemmermeer. 8.4.2 A meeting can be held elsewhere if all persons entitled to attend meetings have agreed to the place of the meeting and the managing directors have been given the opportunity to issue recommendations regarding the items on the agenda prior to the adoption of any resolution. Article 8.5. Defective notice 8.5.1 In meetings which are not correctly convened or regarding subjects that have not been correctly announced as subjects to be dealt with in the notice valid resolutions may only be adopted if all persons entitled to attend meetings agreed to the addition of the item in question to the agenda and provided that prior to the decision-making process, the managing directors have been given the opportunity to issue their recommendations regarding the items on the agenda. Article 8.6. Chairmanship 8.6.1 The general meeting appoints its own chairman. Article 8.7. Minutes 8.7.1 Minutes will be kept of the proceedings at each general meeting. 8.7.2 The chairman or the person who requested the meeting may determine that an official record of the proceedings at the meeting will be prepared by a civil law notary. The chairman will co-sign the official record. Article 8.8. Adoption of resolutions by the general meeting 8.8.1 Each share confers the right to cast one (1) vote. 8.8.2 Unless the law or these articles of association prescribe a larger majority, all resolutions are adopted by an absolute majority of the votes cast. 8.8.3 Blank and invalid votes are deemed not to have been cast. 8.8.4 The managing directors acting as such have an advisory vote in the general meeting. Article 8.9. Adoption of resolutions without holding a meeting 8.9.1 Resolutions of the general meeting can also be adopted in writing without holding a meeting, provided that all persons entitled to attend meetings have agreed to this manner of adopting resolutions and provided that prior to the decision-making process, the managing directors have been given the opportunity to issue recommendations regarding the resolution in question. CHAPTER 9. AMENDMENT OF THE ARTICLES OF ASSOCIATION, DISSOLUTION AND LIQUIDATION Article 9.1. Amendment of the articles of association Page 8 of 9
9.1.1 The general meeting may decide to amend the articles of association. If a proposal to amend the articles of association is made to the general meeting, this must always be specified in the notice convening the general meeting; a copy of the proposal setting out the proposed amendment in full must be made available at the company s office at the same time for inspection by the persons entitled to attend meetings until the end of the meeting. Article 9.2. Dissolution. Liquidation 9.2.1 The general meeting may decide to dissolve the company. 9.2.2 In the event that the company is dissolved, the managing directors will be the liquidators of the dissolved company, unless the general meeting designates other persons for this purpose. 9.2.3 During the liquidation procedure, the provisions of the articles of association will continue in full force and effect to the extent possible. 9.2.4 The balance remaining after payment of the debts will be distributed to the shareholders in proportion to the collective nominal amount of the shares each of them holds. 9.2.5 After the company ceased to exist, the books, documents and other data carriers will be kept for seven (7) years by the person designated for this purpose by the general meeting. Final remark./. Finally the person appearing declared that a copy of the written resolution outside a meeting, from which the resolutions to amend the articles of association and the aforesaid authorization appear, will be attached to this deed. End The person appearing is known to me, civil-law notary. This deed was executed in Amsterdam on the date first given in the head of this deed. After the substance of this deed was stated and explained and after I, civil-law notary, pointed out the consequences of the contents of this deed, the person appearing declared to have taken note of the contents of this deed after timely being given the opportunity thereto, to agree with the contents of this deed and not to require a full reading thereof. Immediately after this deed was read out in a limited form, this deed was signed by the person appearing and myself, civil-law notary. Page 9 of 9