New Amsterdam Invest N : Document

20200620/08/WIT/HEB3

DRAFT

Baker & McKenzie Amsterdam N.V.

Attorneys at law, Tax advisors and Civil-law notaries

P.O. Box 2720

1000 CS Amsterdam

The Netherlands

Tel: [phone]

www.bakermckenzie.nl

AMENDMENT TO THE ARTICLES OF ASSOCIATION

NEW AMSTERDAM INVEST N.V.

On this day, [___], appeared before me, Kim Francis Tan, civil-law notary in Amsterdam, the Netherlands (the "notary"):

[Baker & McKenzie attorney].

The appearing person declared as follows:

The articles of association of New Amsterdam Invest N.V., a public company organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with office address at Herengracht 280, 1016 BX Amsterdam, the Netherlands and registered with the Trade Register of the Chamber of Commerce under number 82846405 (the "company"), were most recently amended by notarial deed executed on the eighth day of July two thousand twenty-one before Anke Folmer, at that time assigned civil-law notary, qualified to execute deeds in the protocol of Kim Francis Tan, aforementioned. The company's articles of association now read as set forth in the aforementioned deed.

On [___], the general meeting of shareholders of the company resolved to amend and readopt the company's articles of association. A copy of the minutes of the aforementioned general meeting of shareholders is attached to this deed.

At the aforementioned meeting, the appearing person was given authority, among other things, to execute and sign the deed of amendment to the articles of association.

In order to execute the aforementioned resolution, the appearing person subsequently declared to hereby amend and readopt the company's articles of association in such a manner that the company shall be henceforth governed by the following:

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ARTICLES OF ASSOCIATION

Definition of terms

Article 1

In these articles of association, the following terms have the following meanings:

1. general meeting: the corporate body formed by those in whom as shareholder or otherwise the voting rights are vested or a meeting of such persons (or their representatives) and other persons holding meeting rights;
2. depositary receipts: depositary receipts for registered shares in the company's capital;
3. holders of depositary receipts: holders of depositary receipts issued with the company's concurrence;
4. depositary receipt rights: the rights attributed by law to holders of depositary receipts;
5. subsidiary: a legal entity or company as referred to in article 2:24a Dutch Civil Code;
6. Euroclear Netherlands: Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., acting under the name Euroclear Nederland, being the central depositary as referred to in the Dutch Securities Bank Giro Transactions Act;
7. external auditor: as described in article 22;
8. group company: a legal entity or company as referred to in article 2:24b Dutch Civil Code;
9. annual accounts: the balance sheet and the profit and loss account, plus the explanatory notes thereto;
10. proceeding: any action, suit or proceeding, whether civil, criminal, administrative or investigative;
11. in writing/written: in the form of any message transmitted and received electronically or in writing via any normal means of communication, including fax or e-mail;
12. articles of association: these articles of association of the company;
13. distributable reserves: the portion of the shareholders' equity exceeding the paid- up and called-up part of the capital plus the reserves which must be maintained pursuant to the law and/or these articles of association;

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1. company: the legal person (rechtspersoon) New Amsterdam Invest N.V. to which these articles of association pertain;
2. holder of a meeting right: shareholders, holders of depositary receipts, as well as usufructuaries and pledgees with depositary receipt rights; and
3. meeting rights: the right to attend and address general meetings, as a shareholder or as a holder of a meeting right.

Name and corporate seat

Article 2

1. The company's name is New Amsterdam Invest N.V.
2. The company has its corporate seat in Amsterdam, the Netherlands.
   Objects Article 3
   The objects of the company are:

1. to incorporate, conduct the management of, participate in and take any other financial interest in other companies and/or enterprises;
2. to borrow and/or lend monies, provide security or guarantee or otherwise warrant

performance jointly and severally on behalf of others,

the foregoing whether or not in collaboration with third parties and inclusive of the performance and promotion of all activities which directly and indirectly relate to those objects, all this in the broadest sense of the words.

Authorized capital. Shares

Article 4

1. The authorized capital amounts to one million two hundred thirty-seven thousand fifty-one euro (EUR 1,237,051.00) and is divided into:
2. 1. thirty million nine hundred and twenty-six thousand two hundred and seventy (30,926,270) ordinary shares, with a nominal value of four eurocent (EUR 0.04) each; and
   2. five (5) priority shares, with a nominal value of four eurocent (EUR 0.04) each.
3. All shares are registered, whereby the ordinary shares are numbered consecutively from 1 onwards, and the priority shares are numbered from P1 onwards. No share certificates will be issued.

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4.3 References in these articles of association to shares and shareholders shall include all classes of shares and holders of such shares, except where the context requires

otherwise.

Shareholders' register

Article 5

1. The company's board of managing directors shall keep a register in which the names and addresses of all the shareholders are recorded, specifying the date on which they acquired their shares, the date of acknowledgment by or service upon the company and the amount paid up on each share. Shares included in the Statutory Giro System will be registered in the name of Euroclear Nederland or an intermediary (as referred to in the Dutch Securities Giro Act).
2. The registers shall also contain the names and addresses of all holders of a right of usufruct or pledge on those shares, specifying the date on which they acquired such usufruct or pledge, the date of acknowledgement by or service upon the company and what rights they have been granted attaching to the shares under articles 88 and 89, paragraphs 2 and 4, Book 2, Dutch Civil Code.
3. Each shareholder, holder of a right of usufruct or pledge shall provide his address to the company in writing.
4. The registers shall be regularly updated, and at the discretion of the board of managing directors may, in whole or in part, be kept in electronic form and consist of various parts which may be kept in different places, and each may be kept in more than one copy and at more than one address.
5. The board of managing directors shall, without prejudice to paragraph 4 of this article, make the registers available at the company's office for inspection by the shareholders and the holders of a right of usufruct and pledge person to whom the rights occur as mentioned in article 10.1 and 10.2.

Issue of shares and pre-emptive rights

Article 6

6.1 Shares shall be issued pursuant to a resolution passed by the general meeting, (i) upon the proposal of the board of managing directors and (ii) after approval of the board of supervisory directors and (iii) after approval of the meeting of holders of priority shares, which proposal contains the price and further terms and

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conditions of the issue. The general meeting may resolve to designate the board of managing directors, for a fixed period not exceeding five years, as the body authorized to issue shares. When designating the board of managing directors as aforementioned, the resolution of the general meeting must specify the number of shares that may be issued and may contain further conditions. The designation may be renewed each time for a period not exceeding five years.

No designation made pursuant to a resolution passed by the general meeting may be cancelled, unless cancellation of such designation was explicitly permitted in the relevant designation. For as long as the board of managing directors is designated as the body authorized to issue shares, the general meeting shall not have this power. However, a resolution of the board of managing directors to issue shares requires prior approval of the board of supervisory directors and the meeting of holders of priority shares.

1. When ordinary shares are issued, each holder of ordinary shares shall have a pre- emptive right in proportion to the aggregate nominal value of his ordinary shares, without prejudice to the provisions as laid down in this article and the statutory provisions. No pre-emptive right shall apply if shares are paid for in kind. Furthermore, there shall be no pre-emptive rights in respect of shares which are issued to employees of the company or to employees of a group company.
2. When priority shares are issued, each holder of priority shares will have pre- emptive rights in proportion to the aggregate nominal value of his priority shares. Holders of ordinary shares will not have pre-emptive rights in respect of priority shares.
3. If there is a pre-emptive right with respect to an issue, the body authorized to issue shares shall determine in its resolution to issue shares, the manner in which and the term during which the pre-emptive right may be exercised, with due observance of the provisions of this article.
4. The pre-emptive right as referred to in articles 6.2 and 6.3 may be limited or excluded. The proposal thereto shall explain the reasons for the proposal and the choice of the intended issue price in writing.
   Limitation or exclusion of the pre-emptive right shall be effected pursuant to a resolution of the general meeting (i) upon proposal of the board of managing

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