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Supervisory Board report

In accordance with legislation and the articles of the company, it is the task of the Supervisory Board (SB) to supervise the policy of the Executive Board (EB), the governance structure and the activities of the company, as well as to offer advice on these matters.

In performing its tasks, the SB weighs the interests of all stakeholders, within and outside the organisation, against each other, including the aspects of corporate social responsibility relevant to the organisation.

In this report, the SB reports on its work in 2015. The SB recommends the General Meeting of Shareholders (GMS) adopt the 2015 Annual accounts.

Supervisory Board members

All members of the SB are independent in accordance with the guidelines of the Dutch Corporate Governance Code.

During the year under review, the composition of the SB changed. Mrs Karla Peijs retired per 1 July 2015 because of pressure of work elsewhere and Mr Peter Elverding retired on 2 December 2015 due to the expiry of his second and final term of office.

On 2 December 2015 the general meeting of shareholders appointed Mrs Dertje Meijer and Mr Michel Schaeffer to the supervisory board. On 2 December 2015, the SB appointed Mr Henk Raué as its chairman.

Executive Board members

During the year under review, the composition of the Executive Board (EB) changed. Mr Rob Vroom, CFO a.i. stepped down as per 1 July 2015. His successor in the position of CFO, Mr Marcello Iacono, took office on 1 October 2015.

Meetings

In 2015, the SB held five regular meetings with the EB, according to the meeting calendar. During these meetings, the supervisory board members were fully informed of the financial, operational and strategic developments, and objectives.

As usual, discussions were held on many topics including the previous year's annual accounts, dividend policy and the dividend, the budget for 2016, corporate governance, the EB remuneration structure and the CSR policy.

In 2015, special consideration was given to:

The SB determined that Q-Park's external auditor Deloitte is independent.

The SB also met without the EB being present. During this meeting the SB evaluated its own performance. In addition, the general policy of the EB was discussed and the performance of the individual members was assessed. In addition, the changes to the composition of the EB were discussed. Between the aforementioned meetings, the SB regularly talked to the EB as well as among themselves.

Committees

Audit committee

The audit committee met five times in 2015. During these meetings the following topics were discussed:

In 2015, the committee met in the presence of the external auditor, the executive board chair and the financial director. The audit committee and the EB also consulted between meetings.

Following the appointment of the new CFO, as from the last meeting in 2015, the EB chair will no longer participate in the audit committee meetings.

The audit committee met once in the presence of the external auditor.

Remuneration committee

During the year under review, the remuneration committee met four times and in addition consulted regularly among themselves and with the EB regarding ongoing affairs. The following matters were discussed:

The remuneration is determined with care and reported to the General Meeting of Shareholders. When determining the fixed remuneration, advice is won from the Hay Group. The remuneration committee ensures that the remuneration is within the remuneration policy approved by the shareholders.

Nomination and governance committee

During the year under review, the nomination and governance committee met twice and in addition consulted regularly among themselves and with the EB, mainly to discuss the vacancies in the EB and SB. The following matters were discussed during these meetings and informal contacts:

General Meeting of Shareholders

In 2015, two general meeting of shareholders (GMS) were held; in April and December. During these meetings, the 2014 annual accounts were adopted, the business plan 2015-2018 was approved, the new supervisory board members were appointed and the remuneration structure for the EB and SB was approved. The General Meeting of Shareholders also agreed the budget for 2016.

Proposal to the shareholders

We are pleased to present the company's annual accounts for 2015. Deloitte has issued an unqualified auditor's opinion for the annual accounts. The annual accounts have been drawn up in accordance with the reporting requirements and have been discussed in the presence of the external auditor.

Based on these, the SB proposes to the GMS to approve the 2015 Annual Accounts, to grant discharge to the EB members for liability for their management in 2015, and to grant discharge to the SB for liability for their supervision in 2015.

Acknowledgements

The board would like to thank the executive board, the management and all Q-Park employees for their dedication, creativity and mutual collaboration in Q-Park's challenging circumstances in 2015.

Furthermore, the board would also like to thank Mrs Karla Peijs and Mr Peter Elverding for their commitment and involvement in recent years.

Supervisory board

H.H. Raué, chair

N.H. van Halder

J. van der Ende

D. Meijer

M. Schaeffer

Maastricht, 16 March 2016