lastminute.com NV is a public limited liability company incorporated under the laws of the Netherlands with corporate seat in Amsterdam. It has a one-tier board structure with a Board of Directors consisting of executive directors and non-executive directors.

The Board of Directors is charged with the management of the Company, subject to the restrictions contained in the Articles of Association. Each director owes a duty to the Company to properly perform the duties assigned to him or her and to act in the corporate interest of the Company. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as stockholders, creditors, employees, customers and suppliers.

The members of the Board of Directors are appointed by the general meeting of shareholders. A resolution of the general meeting of shareholders to appoint a director may be passed by an absolute majority of the valid votes cast. Directors are appointed for a period of one year.

In accordance with the Articles of Association, the Board of Directors has installed an audit committee and a selection, appointment and remuneration committee, in each case consisting of non-executive directors only.