Audit Committee

The members of the Audit Committee are currently Michal Horáček and Jozef Janov. None of the current members of the Audit Committee is considered the financial expert as referred to in the Dutch Corporate Governance Code and the Dutch Act on Supervision on Audit organisations. A member of the Audit Committee deemed to be such a financial expert will be proposed to the new shareholders for appointment after the Offering. The Audit Committee meets as often as one or more members of the Audit Committee deems necessary, but in any event will meet at least once a year with the Issuer’s external accountant, without the Management Board being present.

The Audit Committee will assist the Supervisory Board in supervising the activities of the Management Board with respect to:

• operation of internal risk management and control systems, including supervision of the enforcement of relevant legislation and regulations, and supervising the operation of codes of conduct;
• provision of financial information by the Issuer (choice of accounting policies, application and assessment of the effects of new rules, information about the handling of estimated items in the financial accounts, forecasts, work of internal and external auditors, etc.);
• compliance with recommendations and observations of internal and external auditors;
• the role and functioning of the Issuer’s audit department;
• the Issuer’s tax planning policy;
• the Issuer’s relations with the external auditor, including, in particular, its independence, remuneration and non-audit services for the Issuer;
• the financing of the Issuer; and
• the Issuer’s ICT applications.

The role and responsibilities of the Audit Committee, as well as its composition and the manner in which it operates and discharges its duties, are set out in regulations for the Audit Committee, as drawn up by the Supervisory Board. The Audit Committee regulations and its composition will be placed on the Issuer’s website.