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Supervisory Board report

In accordance with legislation and the articles of the company, it is the task of the Supervisory Board (SB) to supervise the policy of the Executive Board (EB), the governance structure and the activities of the company, as well as to offer advice on these matters. In performing its tasks, the SB weighs the interests of all stakeholders, within and outside the organisation, against each other, including the aspects of corporate social responsibility relevant to the organisation. In this report, the SB reports on its work in 2014. The SB recommends the shareholders adopt the 2014 annual accounts.

Supervisory board members

Mr Kok resigned at the end of 2013. During the General Meeting of Shareholders (GM) held on 21 May 2014, Mr J. Doets said farewell and Mr H. Raué and Mr J. van der Ende were appointed as supervisory directors. Furthermore, Mr N.H. van Halder was reappointed. Mrs K. Peijs was reappointed for one year during the General Meeting of Shareholders held on 3 December 2014. Accordingly, the members of the SB are Mrs K.M.H. Peijs, Mr P.A.F.W. Elverding (chair), Mr Ir. H.H. Raué (vice-chair), Mr N.H. van Halder and Mr J. van der Ende.

All members of the SB are independent in accordance with the guidelines of the Dutch Corporate Governance Code.

Executive board members

During the year under review, the composition of the Executive Board (EB) changed. Mr E.J.M. (Ward) Vleugels stepped down on 30 June 2014. On 1 August 2014, Mr F.K. (Frank) De Moor succeeded him in the position of CEO and as chairman of the Executive Board. The performance of the EB as a whole and of the members individually was independently assessed by our SB in the year under review.

Meetings

In 2014, the SB held five regular meetings with the EB, according to the meeting calendar. During these meetings, the supervisory board members were fully informed of the financial, operational and strategic developments, and objectives. As usual, discussions were held on many topics, including the previous year's annual accounts, dividend policy, the business plan, the corporate governance and remuneration structures for the EB and SB, and the CSR policy. In addition, the SB held three extra meetings, each to discuss a particular matter, namely: the CEO appointment, the sale of the Mahler facilities and the company strategy.

In 2014, special consideration was given to:

The SB also discussed the choice of a new auditor. Following the recommendations made by the audit committee and the EB, the SB proposed the appointment of Deloitte as external auditor to the GM. The SB determined that Q-Park's external auditor is independent.

The SB also met without the EB being present. During this meeting the SB evaluated its own performance. In addition, the general EB policy was discussed and the performance of the individual members was assessed. The change in the composition of the EB was also discussed. Between the aforementioned meetings, the SB regularly talked to the EB as well as among themselves.

Committees

Audit committee

The audit committee met five times in 2014. During these meetings the following topics were discussed:

The audit committee oversaw the tendering procedure for a new auditor, the outcome of which was discussed and the recommendations for engagement were made to the SB. The audit committee comprised Mr Van Halder (chair), Mr Elverding as temporary replacement for Mr Kok, who resigned at the end of 2013, and, from his appointment, Mr Van der Ende. In 2014, the committee met in the presence of the external auditor, the executive board chair and the financial director. The audit committee and the EB also consulted between meetings.

The audit committee met once in the presence of the external auditor.

Remuneration committee

During the year under review, the remuneration committee met three times and in addition consulted regularly among themselves and with the EB regarding ongoing affairs. The following matters were discussed:

The remuneration is determined with care and reported to the General Meeting of Shareholders. When determining the fixed remuneration, advice is won from the Hay Group. The remuneration committee ensures that the remuneration is within the remuneration policy approved by the shareholders.

In 2014, Mrs Peijs (chair) and Messrs Elverding and Doets formed the remuneration committee. Mr Doets was succeeded by Mr Raué.

Nomination and governance committee

During the year under review, the nomination and governance committee met twice and in addition consulted regularly among themselves and with the EB, mainly to discuss the vacancies in the EB and SB. The following matters were discussed during these meetings and informal contacts:

During the year under review, Mr Elverding (chair), Mrs Peijs and Mr Doets formed the nomination and governance committee. Mr Doets was succeeded by Mr Raué.

General Meeting of Shareholders

In 2014, two General Meetings (GM) were held; in May and December. During these meetings, the 2013 annual accounts were discussed and a decision was made regarding the dividend over 2013. In addition, the remuneration structure for the EB and SB were reconfirmed. The General Meeting of Shareholders also agreed the budget for 2015. On the recommendation of the SB and after consultation with the EB, the GM appointed Deloitte as external auditor for the 2014 financial year.

Proposal to the shareholders

We are pleased to present the company's annual accounts for 2014. Deloitte has issued an unqualified auditor's opinion for the annual accounts. The annual accounts have been drawn up in accordance with the reporting requirements and have been discussed in the presence of the external auditor. The SB has approved the annual accounts for 2014. Based on these approved annual accounts, the SB proposes to the GM to approve the 2014 Annual Accounts, to grant discharge to the EB members for liability for their management in 2014, and to grant discharge to the SB for liability for their supervision.

Acknowledgements

The board would like to thank the executive board, the management and all Q-Park employees for their dedication, creativity and mutual collaboration in Q-Park's challenging circumstances in 2014. A special word of thanks goes to Mr Vleugels, who has been the company CEO since its founding in 1998, and to Mr Doets, who was a director in Q-Park's early years and who later fulfilled the role of supervisory director.

Supervisory board. From left to right; Mr Raué, Mr Elverding, Mr Van Halder, Mrs Peijs, Mr Van der Ende.

Supervisory board

P.A.F.W. Elverding, chairman

H.H. Raué

N.H. van Halder

K.M.H. Peijs

J. van der Ende

Maastricht, 31 March 2015