Onder 1.29.4 Parket bij de Hoge Raad 5 april 2024

“We refer to the draft written resolution of the management board of Catalpa (…) and the Investment Agreement entered into between, inter alia, you and us today (…). We received certain information relating to the future financing of the Company, including a structure paper prepared by Deloitte LLP (the Structure Memorandum), the Senior Facilities Agreement and the Documents. (…) We appointed [financieel adviseur 2] as financial advisors on 12 August 2010 to assist us in an analysis to determine whether the execution by us of the Board Resolution (and subsequently, the entering into by the Company of the Documents and the taking of any other further steps contemplated by the Board Resolution and the Structure Memorandum) is in the interests of the Company (the Analysis) as referred to in clause 14.4 of the Investment Agreement. This Analysis is still ongoing (…). Subject to due completion of the Analysis, we confirm that, based on (and in reliance on) the information received to date and the preliminary advice received from [financieel adviseur 2] , we feel sufficiently comfortable that the Analysis will result in a positive outcome in terms of the interests of the Company and are therefore prepared to execute the Board Resolution today. This is also in reliance on the contemplated Supervisory Board members ratifying this Board Resolution upon their appointment as Supervisory Board members of the Company becoming effective.”

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