(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

Peter N. Handrinos

Latham & Watkins LLP

200 Clarendon Street

Boston, Massachusetts 02116

+1 617 948 6000

Paul van der Bijl

NautaDutilh N.V.

Beethovenstraat 400

1082 PR Amsterdam

The Netherlands

+31 20 717 1000

Common shares, €0.09 nominal value per share

The Registrant previously registered an aggregate of $250,0000,000.00 of Common Shares, Preferred Shares, Warrants and Units on a Registration Statement on Form F-3, filed on August 20, 2019 and amended by a post-effective amendment to Form F-3 on Form S-3 filed on April 30, 2020 (File No. 333-233367) (as amended, the “Related Registration Statement”), and for which a filing fee of $30,300 was previously paid. As of the date hereof, a balance of $131,323,766 of such securities remains to be offered and sold under the Related Registration Statement. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of Common Shares, having a proposed maximum aggregate offering price of $6,676,219.75 is hereby registered.

The registration fee has been calculated pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Exhibits

Exhibit
Number

Description of Exhibit

Previously filed on the signature page to the Registrant’s Registration Statement on Form S-3 filed on April 30, 2020 (File No. 333-233367) and incorporated by reference herein.

Signature

Title

Date

/s/ Sven A. Lundberg

Sven (Bill) Ante Lundberg

/s/ Harry Shuman

Harry Shuman

*

Anand Mehra

*

Mark T. Iwicki

*

Len Kanavy

*

Gregory D. Perry

Paolo Pucci

*

Victor Sandor

ATTORNEYS • CIVIL LAW NOTARIES • TAX ADVISERS

P.O. Box 7113

1007 JC Amsterdam

Beethovenstraat 400

1082 PR Amsterdam

T +31 20 71 71 000

F +31 20 71 71 111

Amsterdam, January 21, 2021.

To the Company

Amsterdam

Brussels

London

Luxemburg

New York

Rotterdam

a.   each copy of a document conforms to the original, each original is authentic, and each signature is the genuine signature of the individual purported to have placed that signature;

b.  each of the Deed of Incorporation and the Deed of Conversion is a valid notarial deed and the Deed of Incorporation has been executed on the basis of a valid declaration of no objection (verklaring van geen bezwaar);

c.   the Current Articles are the Articles of Association in force and effect;

d.  the authorized share capital (maatschappelijk kapitaal) of the Company allows for the issuance of the Registered Shares;

e.   the Company has not (i) been dissolved (ontbonden), (ii) ceased to exist pursuant to a merger (fusie) or a division (splitsing), (iii) been converted (omgezet) into another legal form, either national or foreign (except pursuant to the Deed of Conversion), (iv) had its assets placed under administration (onder bewind gesteld), (v) been declared bankrupt (failliet verklaard) or, granted a suspension of payments (surseance van betaling verleend), or (vi) been made subject to similar proceedings in any jurisdiction or otherwise been limited in its power to dispose of its assets.

       The Extract and our inquiries of today with the Insolvency Registers support the items (i) through (v) (except for any statutory proceedings for the restructuring of debts that have not been made public (besloten akkoordprocedure) or not yet been made public) of this assumption on the date of this opinion letter. However, this information does not constitute conclusive evidence that the events set out in items (i) through (v) have not occurred;

f.   any Registered Shares shall have been issued, and any pre-emption rights in connection therewith shall have been excluded, pursuant to resolutions validly passed by the corporate body (orgaan) of the Company duly authorized to do so;

g.  the issue or purchase price for any Registered Shares shall have been satisfied in cash in full and shall have been received and accepted by the Company ultimately upon the issuance of such Registered Shares and, where relevant, the Company shall have consented to payment on Registered Shares in a currency other than Euro;

h.  the works council (ondernemingsraad) of the Company shall not have a right to give its advice (heeft geen adviesrecht) in respect of the issuance of Registered Shares;

i.   no Registered Shares shall be offered to the public in the European Economic Area; and

j.   at each Relevant Moment, each of the assumptions made in this opinion letter will be correct in all aspects by reference to the facts and circumstances then existing.

       Corporate Status

1.  The Company has been duly incorporated as a besloten vennootschap met beperkte aansprakelijkheid and is validly existing as a naamloze vennootschap.

2.  Subject to receipt by the Company of payment in full for the Registered Shares, and when issued by the Company and accepted by the acquiror(s) of such Registered Shares, the Registered Shares will be validly issued, fully paid and non-assessable.

The opinions expressed above are subject to the following qualifications:

A. Opinion 1 must not be read to imply that the Company cannot be dissolved (ontbonden). A company such as the Company may be dissolved, inter alia by the competent court at the request of the company’s board of directors, any interested party (belanghebbende) or the public prosecution office in certain circumstances, such as when there are certain defects in the incorporation of the company. Any such dissolution will not have retro- active effect.

B. Pursuant to Section 2:7 DCC, any transaction entered into by a legal entity may be nullified by the legal entity itself or its liquidator in bankruptcy proceedings (curator) if the objects of that entity were transgressed by the transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder eigen onderzoek moest weten). The Dutch Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the objects of a legal entity are transgressed, not only the description of the objects in that legal entity’s articles of association (statuten) is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were served by the transaction. Based on the objects clause contained in the Current Articles, we have no reason to believe that, by issuing Registered Shares, the Company would transgress the description of the objects contained in the Current Articles. However, we cannot assess whether there are other relevant circumstances that must be taken into account, in particular whether the interests of the Company are served by issuing Registered Shares since this is a matter of fact.

C. The opinions expressed in this opinion letter may be limited or affected by:

a.   any applicable bankruptcy, insolvency, reorganisation, moratorium or other similar laws or procedures now or hereafter in effect, relating to or affecting the enforcement or protection of creditors’ rights generally;

b.  the provisions of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar rights available in other jurisdictions to insolvency practitioners and insolvency office holders in bankruptcy proceedings or creditors;

c.   claims based on tort (onrechtmatige daad);

d.  sanctions and measures, including but not limited to those concerning export control, pursuant to European Union regulations, under the Sanctions Act 1977 (Sanctiewet 1977) or other legislation;

e.   the Anti-Boycott Regulation, Anti Money Laundering Laws and related legislation;

f.   any intervention, recovery or resolution measure by any regulatory or other authority or governmental body in relation to financial enterprises or their affiliated entities; and

g.  the rules of force majeure (niet toerekenbare tekortkoming), reasonableness and fairness (redelijkheid en billijkheid), suspension (opschorting), dissolution (ontbinding), unforeseen circumstances (onvoorziene omstandigheden) and vitiated consent (i.e., duress (bedreiging), fraud (bedrog), abuse of circumstances (misbruik van omstandigheden) and error (dwaling)) or a difference of intention (wil) and declaration (verklaring), set-off (verrekening), and other defences afforded by Dutch law to obligors general.

D. The term “non-assessable” has no equivalent in the Dutch language and for purposes of this opinion letter such term should be interpreted to mean that a holder of a Common Share shall not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further payment on such Common Share.

E.  This opinion letter does not purport to express any opinion or view on the operational rules and procedures of any clearing or settlement system or agency.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and also consent to the reference to NautaDutilh in the Registration Statement under the caption “Legal Matters”. In giving this consent we do not admit or imply that we are a person whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or any rules and regulations promulgated thereunder.

Sincerely yours,

/s/ NautaDutilh N.V.