PERSONAL DETAILS Family Name: Bruning First Names: Alexander Jacob Jan Born: October 15, 1970 in Wassenaar, The Netherlands Address: Schoolstraat 9, (3581 PN) Utrecht, The Netherlands Phone: +31 302 948 991 Cell: +31 652 655 811 Email: alexander@bruninglegalservices.nl Website: www.bruninglegalservices.nl POST QUALIFICATION EXPERIENCE 03/2007 – to date Bruning Legal Services, Utrecht (NL)

Focus on international Derivatives and Investment transactions, and international business into & from Asia and other emerging markets (M&A, Corporate Finance and Contracts)

Clients: - ASR Nederland NV (ASR Financial Markets), Utrecht (NL) - NN Group NV (ING Insurance/Investment Management),

Amsterdam (NL) - Annona Sustainable Investments BV, Utrecht (NL) - First Investments BV/First Liability Matching NV, Utrecht (NL) - Spoorwegpensioenfonds/SPF Beheer BV, Utrecht (NL) - Unive VGZ Coöperatie, Arnhem (NL) - Shell Asset Management Company BV, Rijswijk (NL) - Clifford Chance LLP, Amsterdam (NL) - ING Investment Management (Europe) BV, Den Haag (NL) - PGGM Vermogensbeheer BV, Zeist (NL) - Heineken International BV, Amsterdam (NL) - Robeco Institutional Asset Management BV, Poland Branch,

Warsaw (PL) - Essent Energy Trading BV, Den Bosch (NL) - Robeco Groep NV, Rotterdam (NL)

Please see below list of projects for detailed information 07/2006 – 03/2007 Robeco Groep NV, Rotterdam (NL)

Position: Corporate Legal Manager and Senior M&A Counsel (with international Asset Manager) for cross-border acquisitions and joint ventures, and all corporate affairs - Advising on all cross-border acquisitions and joint ventures in Asian

and European regions: India, Poland, England, Belgium, Switzerland - Structuring and negotiating M&A and joint venture agreements

and documents, coordinating due diligence, obtaining approvals from regulatory authorities, managing foreign external counsel

- Both managing in-house counsel in the Corporate legal team and executing various legal matters (negotiating various business

Bruning Legal Services

agreements and advising on accounting and control matters (SOX), group corporate structure, corporate governance, class actions, ICT, marketing, HR and consultancy, insurances)

06/2002 – 07/2006 (UJG) Utrechtse Juristen Groep BV, Utrecht (NL) Position: Senior Legal Consultant (with Legal Services firm) - Providing in-house legal project services on interim basis - Structuring and marketing new services products - Training and mentoring junior lawyers

- Member Works Council Assignments: - Robeco Groep NV, Rotterdam (NL) - Syntrus Achmea/Interpolis Pensioenen Vermogensbeheer BV (NL) - AEGON Bank NV, Nieuwegein (NL) - Bouwfonds Property Finance BV, Hoevelaken (NL) - (FMO) Nederlandse Financierings-Maatschappij voor

Ontwikkelingslanden NV, Den Haag (NL) - NUON Energy Trade & Wholesale NV, Amsterdam (NL) Please below list of assignments for detailed information

05/2001 – 01/2002 (UPC) Priority Telecom Netherlands BV, Schiphol-Rijk (NL) Position: Manager Legal Affairs and Senior Legal Counsel (with pan-

European Telecoms Company) for managing legal department and supporting commercial telecoms activities

- Managing legal department of PT Netherlands organisation, procuring compliance of commercial and operational processes and executing risk management

- Drafting and negotiating (template) commercial agreements, sales pitches (tenders) and general terms and conditions dealing with telephony, data and internet services

- Advising on all other legal and operational matters and liabilities 04/1998 – 05/2001 NautaDutilh, Amsterdam (NL) Position: Attorney at Law (with largest Dutch Law Firm) for advising on

cross-border corporate finance transactions (M&A, private equity, capital markets and debt finance)

- Structuring and managing international transactions - Drafting and negotiating various (transactional) agreements and documents - Managing due diligence teams and drafting due diligence reports 03/1996 – 04/1998 DLA Piper/SchutGrosheide, Amsterdam (NL) Position: Attorney at Law (with international Law Firm) for advising on

commercial matters - Advising retail and corporate clients, drafting and negotiating

agreements, and conducting courts and arbitration proceedings, on variety of corporate, logistics, insurance, property, employment, environment and public policy matters

EDUCATION 02/1999 – 12/1999 Grotius Academie, Katholieke Universiteit Nijmegen (NL) Post-doctorate Securities Law (cum laude) 08/1994 – 02/1995 University of Connecticut (School of Law), Hartford, CT (USA)

Electives Corporate and Banking Law, traineeship in New York City, NY (at Dutch law firm Stibbe)

02/1994 – 09/1994 Erasmus Universiteit Rotterdam (NL) Electives Corporate Finance and Accounting 09/1989 – 02/1996 Rijksuniversiteit Leiden (NL)

Doctorate Netherlands Law, graduated in (1) Corporate Law and (2) Civil Law

09/1983 – 07/1989 St. Adelbert College, Wassenaar (NL) Secondary school, A-levels TRAINING 2015 Masterclass Transition from Legal Professional to Trusted Advisor 2013 Course International Contract Drafting, workshop Doing business in

India 2012 Course ISDA Master Agreements, Workshops Investing in Russia,

Investing in Ukrainia 2011 Course Building support for legal departments, Workshops Doing

business in China, investing in Asia 2010 Workshops Current Trends in Mergers & Acquisitions, Investing in

Vietnam 2008 Courses International contracting, Project management skills,

Negotiation skills 2007 Courses Advisory skills, Competition law 2006 Courses New Dutch Financial Markets Act, Employee Assessments, Time

management, Professional communications skills 2005 Courses Project management, Works Councils, Mentoring skills 1995-2004 Various courses on Corporate law, Securities law and Financing law, on

Negotiation, Mentoring and Professional Influencing skills, and on Telecoms techniques

LANGUAGES Dutch, English, German, French, Spanish

PROJECTS 04/2014 – to date ASR Nederland NV (ASR Financial Markets), Utrecht

Position: Legal Project manager EMIR & Regulatory - Negotiating OTC Swaps Client Clearing Agreements (ISDA

Addendum and LCH Swapclear) with clearing brokers, Execution Agreements (ISDA European Derivatives Execution Agreement) & OTC ISDA 2016 VM Credit Support Annexes with executing brokers, and ancillary (security)documents (governed by English law)

- Advising on implementation of EMIR regulations (clearing, reporting, collateral), on regulations and obligations of central clearing houses (CCP’s), and on collateral management

- Setting up Regulatory function & role, and advising on impact of new regulations on business and processes

05/2013 – 04/2014 NN Group NV (ING Insurance/Investment Management), Amsterdam

Position: Legal Project Manager FATCA - Supporting legal counsel of all (international) NN business units with

amendment of local legal documents for compliance with (US) Foreign Account Tax Compliance Act and regulations

- Part of all three FATCA project teams (Nationale Nederlanden, Insurance International en Investment Management)

- Sparring partner for project managers in implementing FATCA requirements in operational processes

01/2013 – to date Annona Sustainable Investments BV, Utrecht

Position: Investment Counsel - Advising on investments in seed and growth companies in the

coffee and agro sectors in e.g. Colombia, Bolivia, Ethiopia and South-Africa

- Negotiating term sheets, share purchase agreements, shareholders agreements, (convertible) loan facility agreements, and guarantee agreements

- Advising on investment structures and implementing these in shareholders agreements and articles of association of investee companies

02/2013 – to date First Investments BV/First Liability Matching NV, Utrecht

Position: Derivatives Counsel - Negotiating Client Clearing Agreements with international clearing

brokers - Negotiating Cleared Execution Broker Agreements, OTC ISDA

Schedules & OTC ISDA 2016 VM Credit Support Annexes with OTC swaps counterparties

- Negotiating ETD (futures) trading & clearing agreements - Drafting template ISDA documents for execution of OTC swaps - Advising on EMIR and other international regulations that impact

derivatives business and collateral management processes 01/2012 – 11/2012 Spoorwegpensioenfonds/SPF Beheer BV, Utrecht

Position: Senior Legal Counsel Asset Management (with Pensions Asset Manager) for international investment transactions and for replacement of legal manager - Advising on and negotiating all fund investments in various regions

(governed by New York or English law) in private equity, real estate and infrastructure sectors; and on all swaps, futures, securities lending en repo’s transactions

- Advising front-, mid- en back offices on implementation of new legislation (such as AIFMD, EMIR/OTC swaps clearing, Euro exit, FATCA) and negotiating commercial agreements with clients, custodians, brokers and software suppliers

- Taking on management responsibilities as replacement for legal manager

- Drafting and presenting in-depth written compliance analyses of various client legal entities (such as investment limited partnerships, insurance company and retail investment fund)

08/2011 – 11/2011 Unive VGZ Cooperatie, Arnhem (NL)

Position: Legal Manager and Senior Legal Counsel (with large NL Health Insurance Group) for managing and backing up the group’s legal team - Managing a 6 FTE team of in-house counsel supporting all business

lines of the group - Advising on various legal matters as back up of the team - Legal support by the team consisted of advising on the spin off of

the Unive business units, negotiating commercial agreements and advising on all legal issues related to the sales and operations of health insurance and risk insurance products, and supporting the asset management and treasury department

07/2010 – 02/2011 Shell Asset Management Company BV, Rijswijk (NL)

Position: Senior Investment Counsel (with Global Corporate Group’s Asset Manager) for international investment transactions - Advising on all fund investments in various regions (governed by

New York, English, Cayman or Bermuda law) in private equity, hedge fund and real estate sectors; and on all equity/total return swap transactions with international banks

- Negotiating partnership agreements, side letters, co-investment agreements, investment management agreements, subscription agreements, and ISDA swap confirmations

- Analysing offshore (tax-driven) corporate structures, performing due diligence on investment managers, and managing foreign external counsel

05/2010 – 07/2010 Clifford Chance LLP, Amsterdam (NL)

Position: Legal Project Counsel (with Global top 5 Law Firm) for due diligence analysis of portfolio of syndicated loans of Fortis - Due diligence analysis on large number of international syndicated

(LMA form) loan documents and security documents (covering the laws of 40 different jurisdictions worldwide) of Fortis (as security trustee and senior lender) in relation to the legal merger of ABN AMRO and Fortis

- Types of transactions: corporate finance, project finance, acquisition finance, shipping and aircraft finance

- Managing numerous foreign external counsel and negotiating draft legal opinions on how existing security rights should survive the legal merger

05/2009 – 10/2009 ING Investment Management (Europe) BV, Den Haag (NL) Position: Legal Manager (with Global Financial Group) and Senior M&A

Counsel for managing the investment support legal team and advising on all M&A deals - Managing an 8 FTE team of in-house counsel supporting the

European investments organisation

- Advising on all strategic M&A (divestment) deals - Legal support by the team consisted of negotiating and advising on

implementation of new derivates trading structure, equity and structured debt investments, derivatives and securities lending transactions, technology projects, front- & back office processes and brokerage/custodial services

07/2008 – 01/2009 PGGM Vermogensbeheer BV, Zeist (NL)

Position: Senior Investment Counsel (with European top 5 Pension Asset Manager) for international investment transactions - Advising on all fund investments in the Asian region (governed by

English, Cayman or Bermuda law): India, Singapore, Japan, in infrastructure, real estate and hard assets sectors; and on all structured-credit transactions (credit-linked notes, credit default swaps) with large financial institutions

- Negotiating partnership agreements, shareholders agreements, side letters, investment management agreements and subscription agreements; and notes purchase agreements, trust deeds, agency agreements and ISDA credit default swap confirmations

- Negotiating offshore (tax-driven) corporate structures, performing due diligence on investment managers, and managing foreign external counsel

10/2007 – 06/2008 Heineken International BV, Amsterdam (NL)

Position: Senior M&A Counsel (with Global top 5 Brewing Company) for international acquisitions and joint ventures - Responsible for acquisitions and joint ventures in the Central-

Eastern European and CIS regions (governed by English or local law): Serbia, Belarus, Kazakhstan, Uzbekistan; and divesting and merging existing commercial activities with those of Turkish joint venture partner in various CEE countries

- Structuring, drafting and negotiating term sheets, share purchase agreements, joint venture (shareholders) agreements and ancillary agreements, coordinating due diligence, obtaining approvals from regulatory authorities, and managing foreign external counsel

- Drafting and negotiating sales and distribution agreements and trademark license agreements

01/2008 – 03/2008 Robeco Institutional Asset Management BV, Poland Branch,

Warsaw (PL) Position: Legal Project Manager (with International Asset Manager) for legal compliance of sales and business processes of Polish Branch office - Responsible for analysis and implementation of legal, tax, regulatory

and compliance aspects in operational processes of local sales office (under local and European law)

- Reporting on areas of improvement in operational processes, on outsourcing opportunities to head office in Rotterdam, and on clear separation of responsibilities

- Implementing such improvements and outsourcing in operational process flows, and managing foreign external counsel

06/2007 – 10/2007 Essent Energy Trading BV, Den Bosch (NL)

Position: Legal Project Manager (with largest Dutch Utility) for spin off and transfer of business unit Trading to Switzerland - Coordinating all legal support within 7 FTE in-house legal team for

spin off and transfer of commercial activities (energy, commodities

and derivatives trading) to Swiss NewCo - Reporting on project progress and risks, and liaising with foreign

external counsel and tax advisors - Cooperating with business on drafting and implementing new

business processes and (counter)outsourcing of processes to existing Dutch trading entity, structuring and reviewing ancillary service level agreements, negotiating ISDA and EFET master agreements, network grid agreements, and energy (OTC) exchange trade agreements, structuring and documenting economical transfer of open trade positions from legal and tax transfer pricing perspective

03/2007 – 05/2007 Robeco Groep NV, Rotterdam (NL) 02/2006 – 07/2006 Position: Corporate Legal Manager and Senior M&A Counsel (with

international Asset Manager) for cross-border acquisitions and joint ventures, and all corporate affairs - Advising on all cross-border acquisitions and joint ventures in the

Asian and European regions: India, Poland, England, Belgium, Switzerland

- Structuring and negotiating M&A and joint venture agreements and documents, coordinating due diligence, obtaining approvals from regulatory authorities, managing foreign external counsel

- Both managing in-house counsel in the Corporate legal team and executing various legal matters (negotiating various business agreements and advising on accounting and control matters (SOX), group corporate structure, corporate governance, class actions, ICT, marketing, HR and consultancy, insurances)

05/2005 – 02/2006 Syntrus Achmea/Interpolis Pensioenen Vermogensbeheer BV, De

Meern (NL) Position: Senior Legal Counsel (with Pensions Asset Manager as part of

international Insurance Group) for asset management activities - Advising on new products (fiduciary asset management,

leveraged notes fund, private equity fund) and negotiating investment management agreements and ISDA master agreements

- Structuring and launching the “Interpolis Levensloop Beleggingsfonds” (tax-driven retail investment fund for pre-

financing employees benefits) and professional investment funds (asset pooling) and fund custodians, and drafting prospectus and investment guidelines & restrictions

- Obtaining AFM fund managers license, ensuring compliance with AFM asset management license and advising on operational

processes (AO/IC) 01/2005 – 04/2005 AEGON Bank NV, Nieuwegein (NL) Position: Legal Project Manager (with Retail Bank as part of

international Insurance Group) for managing business processes of legal claims handling

- Drafting and implementing claim handling policies re legal claims resulting from retail securities lease products - Improving (legal) quality of template documentation, claims

correspondence and claim handling procedures, and coaching junior claim handlers

- Advising on implications of Dutch securities legislation, policies of Dutch financial regulators and jurisprudence for template documentation and internal procedures

07/2004 – 01/2005 Bouwfonds Property Finance BV, Hoevelaken (NL) Position: Senior Legal Counsel (with international Property Finance

Bank) for cross-border property finance transactions - Structuring and documenting large project financings of property

transactions in European region (governed by local law); Germany, Spain, Belgium

- Negotiating finance, project and joint venture agreements and security documents, and managing foreign external counsel - Drafting template documentation for loan and equity financings

and joint ventures 10/2003 - 07/2004 (FMO) Nederlandse Financierings-Maatschappij voor

Ontwikkelingslanden NV, Den Haag (NL) Position: Senior Legal Counsel (with Development & Corporate Finance

Bank) for cross-border debt finance transactions - Structuring and negotiating all debt finance transactions

in the Asian region (governed by English or New York law): India, China, Vietnam, Cambodia, Laos, Thailand, Bangladesh, Phillipines, Indonesia, Turkey

- Negotiating LMA form loan facility agreements, term sheets, guarantee agreements, warrants/options agreements,

shareholders loan agreements, loan participation agreements, inter-creditor agreements, subordination agreements, trade finance agreements, letters of credit, project agreements, security documents (governed by local law), escrow agreements and legal opinions, and managing foreign external counsel

- Types of transactions: bilateral and syndicated corporate loans (senior/mezzanine), project finance, acquisition finance, convertible bonds, trade finance, microfinance

10/2002 – 06/2003 (FMO) Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden NV, Den Haag (NL) Position: Senior Legal Counsel (with Development & Corporate Finance

Bank) for cross-border equity finance transactions - Structuring and negotiating finance transactions in private equity,

(debt) capital markets and investment funds in Latin-American, African and Central-Eastern European regions (governed by English or New York law)

- Negotiating participation/subscription agreements, partnership agreements, fund management agreements, loan agreements,

security documents (governed by local law) and legal opinions, and managing foreign external counsel

- Advising on export and trade subsidies and execution of various subsidy programs of the Dutch Ministries of Foreign and Economic Affairs

06/2002 – 09/2002 NUON Energy Trade & Wholesale NV, Amsterdam (NL) Position: Senior Legal Counsel (with large Dutch Utility) for supporting

energy production, sales and trading activities in the Dutch and German business-to-business markets - Drafting, negotiating and advising on commercial agreements,

sales pitches (tenders) and general terms and conditions - Negotiating epc and project finance agreements on projects re

underground gas storage, wind power and construction of gas-fired power plant, and agreements on trading in (sustainable) energy, commodities and derivatives (ISDA and EFET master

agreements) - Advising on compliance with securities trading license from Dutch

financial markets regulator (AFM) and banking and securities trading license from German financial markets regulator (Bafin)