EL COMIENZO Y SU DESARROLLO: FASES Y HERRAMIENTAS

Pursuant to the legal requirements under Section 2:393 sub 5 at e and f of the Netherlands Civil Code, we have no deficiencies to report as a result of our examination whether the management reports as set out on pages 6 to 83, to the extent we can assess, have been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b - h has been annexed. Further, we report that the management reports, to the extent we can assess, are consistent with the financial statements as required by Section 2:391 sub 4 of the Netherlands Civil Code.

Amstelveen, March 18, 2013 KPMG Accountants N.V.

182 dEClaRaTION REGaRdING dECREE aRTIClE 10 TakEOvER bIds

SMARTRAC N.V. (‘the Company’) complies with the Decree effecting article 10 of Directive 2005/25/EC of the European Parliament and the Council of April 21, 2004, on takeover bids (‘the Decree’) by providing the following information requested by the respective articles of the Decree:

aRTIClE 1a

As at December 31, 2012, the Company has issued 19,847,974 common shares with par value of EUR 0.50 each, which account for 100 percent of the issued share capital of the Company. The Company has not issued preferred shares.

aRTIClE 1b Not applicable. aRTIClE 1C

As at December 31, 2012, SMARTRAC is aware and had been notified of participations in the company which there is a notification requirement as provided for in articles 5:34, 5:35 and 5:43 Act on Financial Supervision (‘Wet financieel toezicht’):

Name/institution of sharesNumber total shares % of voting rightsNumber of voting rights % of total share capital interest and voting rights of major shareholders as at

december 31, 2012 JP Morgan Chase & Co.

(via OEP Technologie B.V.) 19,287,868 97.2 19,287,868 97.2

aRTIClE 1d-G Not applicable. aRTIClE 1h

The General Meeting of Shareholders shall appoint the directors (as A director or B director) and may at any time suspend or dismiss directors. Resolutions to suspend or dismiss directors shall be capable of being passed if the proposal to that effect has been made by the Supervisory Board, with an absolute majority of the votes cast. If such proposal has not been made by the Supervisory Board, then these resolutions shall only be capable of being passed with a majority of at least two third of the votes validly cast representing more than half of the issued share capital.

The appointment of an A director or B director may take place by way of a binding nomination naming at least two persons for each vacancy to be filled and prepared by the Supervisory Board within three months after the vacancy has arisen. If a binding nomination has not been prepared within the above period, the General Meeting shall be unrestricted in its choice. The General Meeting of Shareholders shall also be unrestricted in its choice if it renders the nomination non-binding by means of a resolution adopted by at least two-thirds of the valid votes cast, representing more than half of the issued capital.

The General Meeting shall appoint the Supervisory Board members and shall at all times be empowered to suspend or dismiss each and any Supervisory Board member. The Supervisory Board may make a non-binding nomination for each vacancy within three months

of the vacancy arising. In the event of nomination for the appointment of a Supervisory Board member, the candidate’s age, profession, the nominal amount of the shares held by him or her in the Company’s capital and the positions which he or she holds or has held, to the extent relevant to the performance of the duties of a Supervisory Board member, shall be stated. The legal entities in which he or she already holds an office on a Supervisory Board shall also be indicated. Where these legal entities include companies belonging to the same group, it shall be sufficient to designate that group. The reasons for any recommendation or proposal for appointment or re-appointment shall be stated. In the event of reappointment, the manner in which the candidate has performed her or his duties as a Supervisory Director shall be taken into account.

Resolutions to amend the articles of association shall be capable of being passed, if the proposal to that effect has been made by the Management Board, with an absolute majority of the votes validly cast. If such proposal has not been made by the Management Board, then these resolutions shall only be capable of being passed with a majority of at least two thirds of the votes validly cast in a General Meeting, in which at least three quarters of the issued share capital is represented.

aRTIClE 1I

The Management Board is authorized until May 30, 2016, to issue shares, or to issue rights to acquire shares until the issued share capital amounts to EUR 13,000,000 and to exclude pre-emption right.

At the SMARTRAC Annual General Meeting of Shareholders on June 19, 2012, the Management Board was granted the authority to repurchase up to 10 percent of the company’s issued share capital, with due observance of the relevant law provisions, for a period of 18 months following June 19, 2012. The consideration for the shares to be repurchased will be at least 80 percent of the opening stock price of the shares of the company at the date of such repurchase and at the most 120 percent of the opening stock price.

aRTIClE 1J Not applicable. aRTIClE 1k

The contract of Dr. Fischer, former CEO and Chairman of the Management Board of SMARTRAC N.V., comprised a change of control provision. In the event a third party exercises a controlling influence, Dr. Fischer had the right to terminate his contract and receive a redundancy payment. In the context of the voluntary public offer of OEP Technologie B.V. announced with a press release on August 30, 2010, Dr. Fischer waived his extraordinary right of termination of his service agreement and a claim for an indemnity payment. This payment claim may be reinstated under certain circumstances. The employment contract of Christian Uhl, Co-Chairman of the Manage- ment Board of SMARTRAC N.V., also comprises a change of control provision. In the event that a third party exercises a controlling influ- ence, Christian Uhl has the right to terminate his contract and to receive a redundancy payment. In the context of the Voluntary Public Offer of OEP Technologie B.V., he waived his extraordinary right of termination of his service agreement and a claim for an indemnity payment. This payment claim may be reinstated under certain circumstances.

184 aPPROPRIaTION Of ThE REsUlT

Pursuant to Article 21, section 1 of the articles of association, the profit shown in the adopted annual accounts, after deducting all tax owed by SMARTRAC N.V. (the Company), shall first be applied for the addition to the reserves of such an amount as the Management Board shall determine. The profit which then remains shall be at the unrestricted disposal of the General Meeting of Shareholders. The General Meeting of Shareholders can add the profits to the Company’s reserves or distribute the profits in accordance with the dividend and reserves policy adopted by the General Meeting of Shareholders.

For the financial year 2012, the Management Board determines the profit shown in the attached annual accounts which is subject to the adoption of the General Meeting of Shareholders on June 18, 2013, to be retained as retained earnings.

aPPROPRIaTION Of ThE REsUlT IN aCCORdaNCE

wITh ThE aRTIClEs Of assOCIaTION

smaRTRaC N.v. Strawinskylaan 851 1077 XX Amsterdam The Netherlands Phone +31 20 30 50 150 Fax +31 20 30 50 155 Web www.smartrac-group.com