DESARROLLO AFECTIVO

On the date of this Prospectus, the Company, the Selling Shareholder and the Global Coordinator on behalf of the Underwriters entered into an underwriting agreement (the ‘‘Underwriting Agreement’’) relating to the offer and sale of the Offer Shares in connection with the Offering. Under the terms and subject to the conditions set forth in the Underwriting Agreement, the Underwriters have severally agreed to procure purchasers for or, failing which, to purchase themselves, the Offer Shares. The proportion of Offer Shares that each Underwriter may severally be required to purchase is indicated below.

% of total

Underwriters Offer Shares

J.P. Morgan Securities plc . . . 80.00 Kempen & Co N.V. . . 10.00 Wood & Company Financial Services a.s. . . 10.00 Total . . . 100.00 The Underwriting Agreement provides that the obligations of the Underwriters to procure purchasers for or, failing which, to purchase themselves the Offer Shares, and, if applicable, the Over-allotment Shares, are subject to: (i) entry into a pricing agreement between the Company, the Selling Shareholder and the Global Coordinator on behalf of the Underwriters, which will contain the Offer Price; (ii) receipt of opinions on certain legal matters from counsel; (iii) receipt of customary officers’ certificates; (iv) the absence of a suspension of trading on Euronext Amsterdam or certain other markets; (v) the absence of a material adverse change in the Company’s financial conditions or business affairs or in the financial markets; and (vi) certain other conditions.

In consideration of the agreement by the Underwriters to procure purchasers for or, failing which, to purchase themselves, the Offer Shares and, if applicable, the Over-allotment Shares, at the Offer Price and subject to the Offer Shares being sold as provided for in the Underwriting Agreement, the Underwriting Agreement provides for the Underwriters to be paid selling, underwriting and management commissions of between 2.385 per cent. and 2.70 per cent. (depending on the size of the Offering) of the product of the Offer Price and the aggregate number of Offer Shares and Over-allotment Shares, if any. This does not include any incentive fees, which may be paid to the Underwriters at the discretion of the Company and the Selling Shareholder.

The Offering consists of an offering by the Company of up to 2,303,030 Offer Shares and the Selling Shareholder of up to 9,900,000 Offer Shares. The Offer Shares are being (i) sold in the United States to ‘‘qualified institutional buyers’’ or ‘‘QIBs’’ (as defined in Rule 144A under the U.S. Securities Act) in reliance on Rule 144A and (ii) offered and sold to institutional investors in various jurisdictions outside the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act. The Offering is made only in those jurisdictions where, and only to those persons to whom, offer and sales of the Offer Shares may be lawfully made.

Any offer and sale in the United States will be made by affiliates of the Underwriters who are broker dealers registered under the U.S. Securities Exchange Act of 1934, as amended (the ‘‘U.S. Exchange Act’’). Over-allotment and Stabilisation

In connection with the Offering, J.P. Morgan Securities plc as Stabilisation Manager, or its agents, on behalf of the Underwriters, may, to the extent permitted by applicable laws, over-allot Shares or effect transactions with a view to supporting the market price of the Shares, or any options, warrants or rights with respect to, or other interests in, the Shares, if any, or other securities of the Company. These activities may raise or maintain the market price of the Shares above independent market levels or prevent or retard a decline in the market price of the Shares. Such transactions may be effected on Euronext Amsterdam, in the over-the-counter markets or otherwise. The Stabilisation Manager and its agents are not required to engage in any of these activities and, as such, there is no assurance that these activities will be undertaken. Such stabilisation, if commenced, may be discontinued at any time and must be brought to an end within 30 days after the First Trading Date. Save as required by law or regulation, the Stabilisation Manager does not intend to disclose the extent of any stabilisation transactions under the Offering. The Stabilisation Manager may, for stabilisation purposes, over-allot Shares up to a maximum of 15 per cent. of the total number of Offer Shares sold in the Offering.

None of the Company, the Selling Shareholder or any of the Underwriters makes any representation or prediction as to the direction or the magnitude of any effect that the transactions described above may have on the price of the Shares. In addition, none of the Company, the Selling Shareholder or any of the Underwriters makes any representation that the Stabilisation Manager will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Lock-up Arrangements

Pursuant to the Underwriting Agreement, the Company and the Selling Shareholder have agreed with the Underwriters that, for a period of 180 days after the Settlement Date, they will not, subject to certain customary exceptions, without the prior consent of the Global Coordinator, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities exchangeable for or convertible into or exercisable for Shares, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transactions are to be settled by delivery of the Shares or other securities, in cash or otherwise.

General

Certain of the Underwriters and/or their respective affiliates have in the past engaged and may in the future, from time to time, engage in commercial banking, investment banking and financial advisory and ancillary activities in the ordinary course of their business with the Company or the Selling Shareholder or any parties related to any of them, in respect of which they have received and may in the future receive customary fees and commissions. In addition, J.P. Morgan Securities plc acted as an initial purchaser in connection with the issuance of Senior Secured Notes by RPG Byty and currently holds certain of the Senior Secured Notes. Furthermore, in connection with the Offering, each of the Underwriters and any of its affiliates acting as an investor for its own account may take up the Offer Shares and Over-allotment Shares (if any) and, in that capacity, may retain, purchase or sell for its own account such securities and any securities of the Company or related investments, and may offer or sell such securities or other investments otherwise than in connection with the Offering. Accordingly, references in this Prospectus to the Offer Shares or the Over-allotment Shares being offered or placed should be read as including any offering or placement of securities to any of the Underwriters and any affiliate acting in such capacity. The Underwriters do not intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.

Selling Restrictions General

No public offer is being made and no one has taken any action that would, or is intended to, permit a public offering of the Offer Shares to be made in any country or jurisdiction, other than the Netherlands, where any such action for that purpose is required. Accordingly, the Offer Shares may not be offered or sold, directly or indirectly, and neither this offer document nor any other offering material or advertisement in connection with the Offer Shares may be distributed or published in or from any country or jurisdiction except in compliance with any applicable rules and regulations of such country or jurisdiction. It is the responsibility of any person who receives a copy of this Prospectus to satisfy himself or herself as to full observance of the laws of any relevant territory in respect of any actions he or she may take, including obtaining of any requisite governmental or other consent or the observance of any requisite formalities and the payment of any issue, transfer or other taxes due in such territory.

United States

The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Accordingly, the Offer Shares are only to be offered and sold outside the United States in offshore transactions in compliance with Regulation S, and sold within the United States to QIBs in reliance upon Rule 144A.

United Kingdom

Any offer or sale of the Offer Shares may only be made to persons in the United Kingdom who are ‘‘qualified investors’’ or otherwise in circumstances that do not require publication by the Company of a prospectus pursuant to section 85(1) of the UK Financial Services and Markets Act 2000. Any investment or investment activity to which this offer document relates is available only to, and will be engaged in only with, investment professionals falling within Article 19(5), or fall within section 49(2)(a) to (d) (‘‘high net worth; unincorporated associations, etc.’’) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or other persons to whom such investment or investment activity may lawfully be made available (together, ‘‘relevant persons’’). Persons who are not relevant persons should not take any action on the basis of this offer document and should not act or rely on it.

European Economic Area

In relation to each state which is a party to the agreement relating to the European Economic Area (an ‘‘EEA State’’) and which has implemented the Prospectus Directive (a ‘‘Relevant Member State’’), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, an offer to the public of any Offer Shares which are the subject of the Offering contemplated by this Prospectus may not be made in that Relevant Member State prior to the publication of a prospectus in relation to the Offer Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State, all in accordance with the Prospectus Directive, except that an offer to the public in that Relevant Member State of any Offer Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 natural or, if the Relevant Member State has implemented the relevant provision of Directive 2010/73/EU, 150, natural or legal persons (other than Qualified Investors), as permitted under the Prospectus Directive;

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Offer Shares shall require the Company, the Selling Shareholder or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an ‘‘offer to the public’’ in relation to any Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Offering and any Offer Shares to be offered so as to enable an investor to decide to purchase any Offer Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression ‘‘2010 PD Amending Directive’’ means Directive 2010/73/EU.

Australia

ASIC has not reviewed this document or commented on the merits of investing in the Securities nor has any other Australian regulator. No offer of Securities is being made in Australia, and the distribution or receipt of this document in Australia does not constitute an offer of securities capable of acceptance by any person in Australia, except in the limited circumstances described below relying on certain exemptions in the Corporations Act. This document may only be provided in Australia to select investors who are able to demonstrate that they are ‘‘wholesale clients’’ for the purposes of Chapter 7 of the Corporations Act and fall within one or more of the following categories of Exempt Investors: ‘‘sophisticated investors’’ or ‘‘professional investors’’, who meet the criteria set out in, respectively, section 708(8) and section 708(11) and as defined in section 9 of the Corporations Act, experienced investors who receive the offer through an Australian financial services licensee, where all of the criteria set out in section 708(10) of the Corporations Act have been satisfied or senior managers of the Company (or a related body, including a subsidiary), their spouse, parent, child, brother or sister, or a body corporate controlled by any of those persons, as referred to in section 708(12) of the Corporations Act.