Common use of Supervisory Board Clause in Contracts

Supervisory Board. 3.1 The Supervisory Board shall consist of seven members, which shall be appointed by the General Meeting in accordance with the nominations of the parties. SBS is entitled to nominate four Supervisory Directors, De Telegraaf is entitled to nominate two Supervisory Directors and ▇▇▇▇▇▇▇▇ is entitled to nominate one Supervisory Director. The Supervisory Directors shall be dismissed and suspended by the General Meeting in accordance with proposal of the party who nominated such Supervisory Director. In the event that a party with nomination rights as set forth in this section 3.1 no longer holds Shares, the Supervisory Directors nominated by it will voluntarily resign with immediate effect. If a Supervisory Director refuses to resign in such event, the remaining Shareholders will vote in a General Meeting for the dismissal of such Supervisory Director. 3.2 In the event that ▇▇▇▇▇▇▇▇ will hold less than 5% of the Shares it shall lose its nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event that De Telegraaf provides less than 26% of all finance for the Company, whether in equity or debt finance, but holds more than 5% of the Shares it shall lose its nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event that De Telegraaf will hold less than 5% of the Shares it shall lose its remaining nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event a party loses a nomination right as set forth in this section 3.2, the Supervisory Directors nominated by such party will voluntarily resign. If a Supervisory Director refuses to resign in such event, the Shareholders will vote in a General Meeting for the dismissal of such Supervisory Director. 3.3 All resolutions of the Supervisory Board shall be adopted by simple majority in a meeting duly called in accordance with the Articles of Association where at least two Supervisory Directors nominated by SBS and, for as long as De Telegraaf has two nomination rights as set forth in section 3.1, one Supervisory Director nominated by De Telegraaf are present (the Quorum), provided that as long as De Telegraaf has two nomination rights as set forth in section 3.1 all resolutions of the Supervisory Board relating to the approval of the decisions of the management board of the Company listed in section 22 subparagraph 3 of the Articles of Association may only be passed if at least one of the Supervisory Directors nominated by De Telegraaf gives his or her approval. If at such meeting the Quorum is not met, a new (second) meeting will be called in accordance with the Articles of Association. At such second meeting resolutions of the Supervisory Board can validly be adopted by simple majority, provided that at least four Supervisory Directors are present at such second meeting.

Supervisory Board. 3.1 7.1 The Composition of the Supervisory Board (a) The Supervisory Board shall consist of seven membersnine (9) Members of the Supervisory Board, which shall be appointed by including the General Meeting chairman and vice-chairman of the Supervisory Board nominated and elected in accordance with Clause 5.2 and this Clause 7.1 for a term of four (4) years. (b) So long as the nominations Government Shareholder directly holds at least one-third (1/3) of the parties. SBS is Shares, the Government Shareholder shall be entitled to nominate four Supervisory Directors, De Telegraaf is entitled to nominate two Supervisory Directors and ▇▇▇▇▇▇▇▇ is entitled to nominate one Supervisory Director. The Supervisory Directors shall be dismissed and suspended by the General Meeting in accordance with proposal five (5) Members of the party who nominated such Supervisory DirectorBoard, including the chairman of the Supervisory Board. In So long as the event that a party with nomination rights as set forth in this section 3.1 no longer Strategic Partner directly holds at least one-third (1/3) of the Shares, the Supervisory Directors nominated by it will voluntarily resign with immediate effect. If a Supervisory Director refuses to resign in such event, the remaining Shareholders will vote in a General Meeting for the dismissal of such Supervisory Director. 3.2 In the event that ▇▇▇▇▇▇▇▇ will hold less than 5% of the Shares it shall lose its nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event that De Telegraaf provides less than 26% of all finance for the Company, whether in equity or debt finance, but holds more than 5% of the Shares it shall lose its nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event that De Telegraaf will hold less than 5% of the Shares it shall lose its remaining nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event a party loses a nomination right as set forth in this section 3.2, the Supervisory Directors nominated by such party will voluntarily resign. If a Supervisory Director refuses to resign in such event, the Shareholders will vote in a General Meeting for the dismissal of such Supervisory Director. 3.3 All resolutions vice- chairman of the Supervisory Board shall be adopted by simple majority in a meeting duly called in accordance with the Articles of Association where at least two Supervisory Directors nominated by SBS and, for as long as De Telegraaf has two nomination rights as set forth in section 3.1, one Supervisory Director nominated by De Telegraaf are present the Strategic Partner. The remaining three (the Quorum), provided that as long as De Telegraaf has two nomination rights as set forth in section 3.1 all resolutions 3) Members of the Supervisory Board relating to shall be elected by the approval employees of VSEH. (c) So long as the Government Shareholder directly holds more than ten per cent. (10 %) but less than one-third (1/3) of the decisions of Shares, the management board of the Company listed in section 22 subparagraph 3 of the Articles of Association may only Government Shareholder shall be passed if at least entitled to nominate one (1) Member of the Supervisory Directors nominated by De Telegraaf gives his or her approvalBoard. If at In such meeting case the Quorum is not metStrategic Partner shall be entitled to nominate five (5) Members of the Supervisory Board, a new including the chairman of the Supervisory Board. The remaining three (second3) meeting will be called in accordance with the Articles of Association. At such second meeting resolutions Members of the Supervisory Board can validly shall be adopted elected by simple majoritythe employees of VSEH. (d) In the event that a Shareholder shall at any time request (i) the removal of a Member of the Supervisory Board whom the Shareholder nominated or (ii) the election of a nominee to fill a vacancy created for any reason by the departure from office of a Member of the Supervisory Board whom the same Shareholder nominated, provided that then the Shareholders shall without delay vote at the General Meeting to procure such removal or the election of such new nominee. The Shareholders shall notify each other in writing of the Persons which they intend to nominate at least four ten (10) Business Days prior to the date of any General Meeting at which such nominees shall be approved as Members of the Supervisory Directors are present at such second meetingBoard. (e) Each Member of the Supervisory Board selected by the relevant Shareholder shall (i) meet the general requirements imposed on a member of a statutory body of a company under Slovak law and (ii) have the appropriate educational background and expert management skills.

Supervisory Board. 3.1 (1) The Supervisory Board Company’s supervisory board shall consist of seven five members, which . The Shareholders shall exercise their voting rights at elections of the supervisory board as follows: a) one member of the supervisory board (and a respective substitute member) shall be appointed as nominated by Valera; b) one member of the supervisory board (and a respective substitute member) shall be appointed as nominated jointly by TVM LP and TVM KG; c) one member of the supervisory board (and a respective substitute member) shall be appointed as nominated jointly by LSOFI and LSOF; d) one member of the supervisory board (and a respective substitute member) shall be appointed as nominated by simple majority of the Investors. A further member of the supervisory board (as well as the respective substitute member) shall be elected by the General Meeting in accordance with the nominations Shareholders’ meeting of the parties. SBS is entitled to nominate four Supervisory DirectorsCompany with simple majority, De Telegraaf is entitled to nominate two Supervisory Directors and ▇▇▇▇▇▇▇▇ is entitled to nominate one Supervisory Director. The Supervisory Directors provided, however, that this candidate (as well as the substitute member) shall be dismissed an independent member and suspended by industry expert with proven success, network and regulatory and/or marketing expertise in global pharmaceutical industry. Nominations and appointments of supervisory board members shall not exceed the General Meeting in accordance with proposal time period from the date of such nomination/appointment to the ordinary annual shareholders meeting of the party who nominated such Supervisory Director. In calendar year following the event that a party with year of nomination and appointment. (2) The nomination rights as set forth above shall apply mutatis mutandis with regard to the removal of members of the supervisory board. Retiring members of the supervisory board shall be replaced pursuant to the provisions set forth in this section 3.1 no longer holds Shares, Sec. 17 (1) above. Any nomination right set forth in Sec. 17 (1) litt. a) through c) shall expire if and when the Supervisory Directors nominated by it will voluntarily resign with immediate effect. If a Supervisory Director refuses to resign in such event, shareholding of the remaining Shareholders will vote in a General Meeting for the dismissal respective holder of such Supervisory Director. 3.2 In nomination right (and any of its permitted transferees under Sec. 15 (1) above) falls below 10% of the event entire outstanding shares of the Company, except that ▇▇▇▇▇▇▇▇ will hold less than Valera’s nomination right pursuant to Sec. 17 (1) lit. a) shall not expire as long as Valera’s shareholding amounts to at least 5% of the Shares it shall lose entire outstanding shares of the Company and 50% or more of the entire net sales of the Company and its nomination right subsidiaries within the respective last calendar quarter (from time to time) have been made by the Company and its subsidiaries with products supplied by Valera. (3) Each of the Shareholders undertakes individually for himself vis-à-vis each other Shareholder to vote in any Shareholders’ meeting of the appointment Company resolving on the election of one Supervisory Director as set forth members of the supervisory board in section 3.1favour of the candidates nominated pursuant to Sec. In 19 (1) above. (4) The Parties shall, to the event that De Telegraaf provides less than 26% extent legally permissible and respecting the independence of the supervisory board and its members, use their best efforts and all finance for influence they have to the effect that a) the Company, whether in equity ’s supervisory board shall hold meetings at least quarterly at the Company’s registered seat or debt finance, but holds more than 5% at any other place which the majority of the Shares it shall lose its nomination right for Company’s supervisory board deems from time to time appropriate; b) the appointment of one Supervisory Director as set forth in section 3.1. In the event that De Telegraaf will hold less than 5% members of the Shares it shall lose its remaining nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event a party loses a nomination right as set forth in this section 3.2, the Supervisory Directors nominated by such party will voluntarily resign. If a Supervisory Director refuses to resign in such event, the Shareholders will vote in a General Meeting for the dismissal of such Supervisory Director. 3.3 All resolutions of the Supervisory Board shall be adopted by simple majority in a meeting duly called in accordance with the Articles of Association where at least two Supervisory Directors nominated by SBS and, for as long as De Telegraaf has two nomination rights as set forth in section 3.1, one Supervisory Director nominated by De Telegraaf are present (the Quorum), provided that as long as De Telegraaf has two nomination rights as set forth in section 3.1 all resolutions of the Supervisory Board relating to the approval of the decisions supervisory board and of the management board of shall be granted a Directors’ and Officers’ liability insurance at the Company listed in section 22 subparagraph 3 of the Articles of Association may only be passed if Company’s costs with a sufficient coverage, but at least one in the amount of the Supervisory Directors nominated by De Telegraaf gives his or her approval. If at such meeting the Quorum is not met, a new (second) meeting will be called in accordance with the Articles of Association. At such second meeting resolutions of the Supervisory Board can validly be adopted by simple majorityEUR 1,000,000.00 per insured event, provided that such insurance is available for the Company at least four Supervisory Directors are present at such second meetingreasonable conditions; c) only the independent industry experts nominated as members of the supervisory board under Sec. 17 (1) above shall be granted by the Shareholders’ meeting an appropriate cash remuneration for their services as members of the supervisory board; Sec. 16 (2) remains unaffected; d) the transactions and measures listed in the rules of procedure for the Company’s management board, as attached as Appendix 1.4 hereto shall be subject to supervisory board approval requiring the consent of each of the three supervisory board members nominated pursuant to Sec. 17 (1) litt. b), c) and d). Any reasonable disbursements of members of the supervisory board in connection with board meetings, especially travel expenses shall be refunded by the Company.

Supervisory Board. 3.1 2.1 The Company shall have a Supervisory Board consisting of such a number of members as determined by the General Meeting of Shareholders. The Supervisory Board shall consist of seven at least five members. The Shareholders agree that they shall exercise their voting rights to ensure that the Supervisory Board shall at all times consist of: 2.1.1 one member, which who shall be appointed on the basis of a binding nomination submitted by Gilde; 2.1.2 one member, who shall be appointed on the General Meeting in accordance with the nominations basis of a binding nomination submitted by Van Herk Biotech B.V.; 2.1.3 one member, who shall be independent from each of the partiesInvestors, SFN and the Founders, who shall be appointed on the basis of a binding nomination submitted by Van Herk Biotech B.V.; 2.1.4 one member, who shall be appointed on the basis of a binding nomination submitted by SFN; 2.1.5 one member, who shall be appointed on the basis of a binding nomination submitted by ING. SBS is entitled to nominate four In case ING nominates ▇▇ ▇▇▇▇▇▇ Lindenbergh, Mr Lindeobergh will act as Chairman of the Supervisory DirectorsBoard, De Telegraaf is entitled to nominate two always provided that the Supervisory Directors and Board may decide at any time that another person shall act as Chairman of the Supervisory Board; 2.1.6 one member, who shall be appointed on the basis of a binding nomination submitted by Debioinnovation; and 2.1.7 one member, who shall be appointed on the basis of a binding nomination submitted by Korys. 2.2 In case ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ is ceases to be Chairman of the Supervisory Board, the General Meeting of Shareholders shall either (i) resolve that the Supervisory Board shall appoint a new Chairman of the Supervisory Board from among its members 2! (ii) appoint one new member of the Supervisory Board which member will serve as the Chairman of the Supervisory Board, always provided that any appointee pursuant to (i) or (ii) must be independent from each of the Investors, SFN and the Founders. For the avoidance of doubt, any nominee pursuant to Article 2.1 shall not be considered independent. 2.3 With respect to such appointments, the Shareholders shall vote their shares in favour of the appointment of the first person appearing on the relevant nomination. The Parties entitled to make a nomination in terms of Article 2.1 shall consult in good faith with the others before making any nomination, but for the avoidance of doubt shall ultimately be free to nominate one any person they deem fit for the position. 2.4 Neither any member of the Supervisory DirectorBoard nor any of the persons holding any of the observers seats on behalf of GLSV, AXA, Vlugtinvest and/or Gendi (as described in Article 2.7) may hold a position in any corporate body of a (legal), entity which directly competes with the business of the Company, as described in the Business Plan. The Parties shall procure that each member of the Supervisory Board signs a confidentiality agreement substantially in the form as set out in Article 12.1. 2.5 The Supervisory Board shall, unless agreed otherwise in this Shareholders’ Agreement, adopt resolutions with an absolute majority of the votes casts. 2.6 The Supervisory Board shall meet at least six times per year. Each Supervisory Director may call a meeting of the Supervisory Board as and when he deems necessary, upon at least five (5) Business Days notice. The Supervisory Directors Board may adopt resolutions without convening a meeting (in writing or by telephone) provided that all members have been consulted and none of them has objected to this matter of decision-making. 2.7 Parties agree that as long as each of AXA, GLSV, Vlugtinvest and Gendi hold more than a half percent (0.5%) of the Shares, they shall each have an ‘observer seat’ in the Supervisory Board allowing them to attend in meetings of the Supervisory Board without having the right to participate in the discussions in these meetings or exercise any votes in the Supervisory Board. Each such observer shall receive any invitations including the agenda to the meetings of the Supervisory Board and subcommittees thereof as well as all information and documents sent to the members of the Supervisory Board as if it was a member of the Supervisory Board. If the Chairman of the Supervisory Board requests the observers to leave the meeting of the Supervisory Board for a specific item to be dismissed discussed among the members of the Supervisory Board themselves and suspended which request is carried by a majority of the General Meeting Supervisory Board members, than the observers shall leave the meeting without hesitation. To accommodate the observers, the Company shall organize a minimum of four (4) information meetings with the Investors, which will precede the meetings of the Supervisory Board of that day. 2.8 The Shareholders shall vote in favour of the dismissal or suspension of a Supervisory Director appointed in accordance with proposal of Article 2.1 and Article 2.2 only if and when such dismissal or suspension is requested by the party who nominated Party at whose nomination such Supervisory Director. In the event that a party with nomination rights as set forth in this section 3.1 no longer holds Shares, the Supervisory Directors nominated by it will voluntarily resign with immediate effect. If a Supervisory Director refuses to resign in such event, the remaining Shareholders will vote in a General Meeting for the dismissal of such Supervisory Directorhas been appointed. 3.2 In the event that ▇▇▇▇▇▇▇▇ will hold less than 5% of the Shares it shall lose its nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event that De Telegraaf provides less than 26% of all finance for the Company, whether in equity or debt finance, but holds more than 5% of the Shares it shall lose its nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event that De Telegraaf will hold less than 5% of the Shares it shall lose its remaining nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event a party loses a nomination right as set forth in this section 3.2, the Supervisory Directors nominated by such party will voluntarily resign. If a Supervisory Director refuses to resign in such event, the Shareholders will vote in a General Meeting for the dismissal of such Supervisory Director. 3.3 All resolutions of 2.9 Only independent representatives on the Supervisory Board shall be adopted adequately compensated, to be agreed by simple the Shareholders holding majority in a meeting duly called in accordance with of the Articles of Association where at least two Supervisory Directors nominated by SBS and, for as long as De Telegraaf has two nomination rights as set forth in section 3.1, one Shares. 2.10 Any Supervisory Director nominated by De Telegraaf are present (and any board observer may disclose any information relating to the Quorum)Company that he obtains or receives in his capacity as Supervisory Director or board observer to the Investor that appointed him, provided that as long as De Telegraaf has two nomination rights as set forth in section 3.1 all resolutions of each Supervisory Director and each board observer will observe his fiduciary duties towards the Supervisory Board relating Company, to the approval of the decisions of the management board of the Company listed in section 22 subparagraph 3 of the Articles of Association may only be passed if at least one of the Supervisory Directors nominated by De Telegraaf gives his or her approval. If at such meeting the Quorum is not met, a new (second) meeting will be called in accordance with the Articles of Association. At such second meeting resolutions of the Supervisory Board can validly be adopted by simple majority, provided that at least four Supervisory Directors are present at such second meetingextent applicable.

Supervisory Board. 3.1 (1) The Company shall have a Supervisory Board. The Supervisory Board shall consist of seven 14 members, which . (2) The Supervisory Board shall be appointed by composed of 7 representatives from the General Meeting in accordance with Broadcaster Curia and 7 representatives from the nominations of the parties. SBS is entitled to nominate four Supervisory Directors, De Telegraaf is entitled to nominate two Supervisory Directors and ▇▇▇▇▇▇▇▇ is entitled to nominate one Supervisory Director. The Supervisory Directors shall be dismissed and suspended by the General Meeting in accordance with proposal of the party who nominated such Supervisory Director. In the event that a party with nomination rights as set forth in this section 3.1 no longer holds Shares, the Supervisory Directors nominated by it will voluntarily resign with immediate effect. If a Supervisory Director refuses to resign in such event, the remaining Shareholders will vote in a General Meeting for the dismissal of such Supervisory DirectorPublisher Curia. 3.2 In the event that ▇▇▇▇▇▇▇▇ will hold less than 5% of the Shares it shall lose its nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event that De Telegraaf provides less than 26% of all finance for the Company, whether in equity or debt finance, but holds more than 5% of the Shares it shall lose its nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event that De Telegraaf will hold less than 5% of the Shares it shall lose its remaining nomination right for the appointment of one Supervisory Director as set forth in section 3.1. In the event a party loses a nomination right as set forth in this section 3.2, the Supervisory Directors nominated by such party will voluntarily resign. If a Supervisory Director refuses to resign in such event, the Shareholders will vote in a General Meeting for the dismissal of such Supervisory Director. 3.3 All resolutions (3) The members of the Supervisory Board shall be adopted appointed by simple majority the shareholders in a general meeting duly called for the term of four years. When appointing the representatives of one Curia, the shareholders of the other Curia shall not vote. (4) Of the Supervisory Board members, in accordance with the Articles Beneficiaries pursuant to Paragraph 6, Sentence 1, 7 members must be allocable to the Broadcaster Curia (four members to the Television Division and three to the Radio Division) and 7 members to the Publisher Curia. (5) The shareholders shall elect for the term of Association where at least two office designated in Paragraph 3 up to 14 alternates, who, in the event of the withdrawal of a member elected in accordance with Paragraph 3, shall take such member’s place for the residual term of office; Paragraphs 3 and 4 shall apply accordingly to the election of the alternate members. (6) Supervisory Directors nominated by SBS and, for as long as De Telegraaf has two nomination rights as set forth Board members and alternate members may only be natural persons who are Beneficiaries or the legal representatives or authorized full-time employees with executive functions of Beneficiaries or companies affiliated with Beneficiaries in section 3.1, one the terms of § 15 of the Corporation Act. Persons who represent the interests of beneficiary enterprises in the supervisory and other boards of collecting societies or comparable institutions (e.g. the Zentralstelle für private Überspielungsrechte (ZPÜ)) shall be excluded from any activity on the Supervisory Director nominated by De Telegraaf are present Board. (the Quorum), provided that as long as De Telegraaf has two nomination rights as set forth in section 3.1 all resolutions of 7) Supervisory Board members shall withdraw from the Supervisory Board relating to upon the approval elimination of the decisions of the management board of the Company listed in section 22 subparagraph 3 of the Articles of Association may only be passed if at least one of the Supervisory Directors nominated by De Telegraaf gives his or her approval. If at such meeting the Quorum is not met, a new (second) meeting will be called prerequisites for their appointment in accordance with the Articles of AssociationParagraph 6. At such second meeting resolutions In lieu of the withdrawn members, the corresponding alternate members shall replace them for the residual term of office of the withdrawn members; several alternative members of a single category are to be called to exercise the office in the order of the voting results during the election. (8) The Supervisory Board can validly be adopted by simple majorityshall resolve on: (a) the election and dismissal of the managing directors and the conclusion, provided modification, rescission and termination of the employment agreements with the managing directors; (b) the terms and conditions of the administration in the sense of § 9, Sentence 2 of the Collecting Societies Act; (c) the tariffs in the terms of §§ 38 to 40 of the Collecting Societies Act; (d) complaints in accordance with § 5(4); (e) managerial measures that at least four Supervisory Directors are present at such second meetingsubject to approval pursuant to § 8(3); (f) the Company's annual framework plan (“Budget”).