EXHIBIT 2.1

EXECUTION VERSION 

DATED 24 August 2025

Keurig Dr Pepper Inc.

and

JDE Peet’s N.V.

MERGER PROTOCOL

TABLE OF CONTENTS

THIS MERGER PROTOCOL (the "Merger Protocol") is made on 24 August 2025,

BETWEEN:

The parties to this Merger Protocol are hereinafter collectively referred to as the "Parties" and individually as a "Party".

RECITALS:

and the rationale for the Transaction, including the importance of the Offeror owning 100% of the Shares or the Company's assets and operations following completion of the Transaction.

into and execute this Merger Protocol, and (iv) confirmed that, to the extent not already obtained prior to the date of this Merger Protocol, no internal approval of the Offeror is required in connection with the entry into and the execution of this Merger Protocol by the Offeror.

IT IS AGREED as follows:

In this Merger Protocol, capitalised terms have the meaning set out in the Definitions Schedule and, unless the context dictates otherwise:

supplemented or superseded in whole or in part; and

Each Party shall fully cooperate with the other Party in progressing and pursuing the Transaction and shall use its reasonable best efforts to facilitate and procure the implementation of the Transaction and the Offer, in each case in accordance with the terms and subject to the conditions of this Merger Protocol.

Promptly upon execution of this Merger Protocol and in any event prior to the opening of the first (1^st) trading day on Euronext Amsterdam following the execution of this Merger Protocol, the Parties will jointly issue a press release (the "First Announcement"), a copy of which is attached as Schedule 2 (Press Release), announcing that the Offeror and the Company have reached conditional agreement (voorwaardelijke overeenstemming) on the terms of the Transaction. At such time, the Parties shall make the First Announcement available on their respective websites, and shall also provide the First Announcement to (i) Euronext Amsterdam, (ii) NASDAQ Global Select Market, (iii) the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the "AFM"), (iv) the relevant (international) press agents, (v) the Social Economic Council (Sociaal Economische Raad), (vi) the Dutch Works Council, the European Works Council and the Trade Unions.

In accordance with the terms and subject to the conditions of this Merger Protocol, including the satisfaction or waiver of the Commencement Conditions (as defined in Clause 5.1), the Offeror shall make the Offer (het bod uitbrengen) within three (3) Business Days after it has been notified in writing by the AFM of the approval of the Offer Memorandum (as defined in Clause 3.6.1) (the date on which the Offer is actually made, the "Commencement Date"), provided that if by noon CET on the third (3^rd) Business Day before the Ultimate Launch Date (i) the Parties do not agree on the Commencement Condition set out in Clause 5.1.12 being satisfied, (ii) a Party has initiated the Binding Advice procedure pursuant to Clause 19.3 and Schedule 6 (Binding Advice), (iii) it is reasonably likely that the Binding Advice will not have been obtained ultimately on the Ultimate Launch Date, and (iv) the Offeror has not waived such Commencement Condition in accordance with the terms and subject to the conditions of this Merger Protocol, the Offeror shall promptly submit an emergency exemption request to the AFM to suspend the Offeror from having to make the Offer (het bod uitbrengen) until the Business Day after the Binding Advice is rendered. The Company shall provide all reasonable assistance and cooperation in relation to such exemption request. The Offeror may not, and will procure that none of its Group Companies will, make any public offer for the Shares other than in conformity with this Merger Protocol.

reasonably agreed by the Parties, disseminated or made generally available, as and to the extent required by the Bidding Rules or Applicable Rules.

The Parties acknowledge and agree that the Offer shall be made in compliance with Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") subject to any available exemptions, including exemptions provided by Rule 14d-1(d) under the Exchange Act for a "Tier II" tender offer.

Board, having received appropriate financial and legal advice, unanimously considers the Offer, the Transaction and the related actions as contemplated in this Merger Protocol to be in the best interest of the Company, promoting the sustainable success of the business of the Company, taking into account the interests of its stakeholders, and has unanimously resolved:

any of the actions described in sub (A)–(B), an "Adverse Recommendation Change", provided that if one or more members of the Board are misquoted or inadvertently or without intent make a contradictory (public) statement, this shall not constitute an Adverse Recommendation Change if the Board publicly reconfirms the Recommendation of (the relevant member(s) of) the Board within twenty-four (24) hours following such event.

Transaction. The Company will make the Position Statement publicly available to its Shareholders simultaneously with the Offer Memorandum becoming publicly available and shall take all further actions with respect to the Position Statement as required by the Bidding Rules. The Position Statement shall include the Fairness Opinion.

subject to (i) the Offeror holding at least 80% of the Outstanding Capital at the Tender Closing Date (the "Post-Closing Restructuring Threshold"), (ii) the Statutory Buy-Out Threshold not having been met, (iii) the Post-Closing Acceptance Period having expired, and (iv) the Offeror having notified the Company that it wishes to implement the Post-Closing Merger,

(the "Post-Closing Merger Resolutions"), and

subject to (i) the Statutory Buy-Out Threshold having been met at the Tender Closing Date, (ii) the Post-Closing Acceptance Period having expired, and (iii) the Offeror having notified the Company that it wishes to implement the Post-Closing Demerger,

(the "Post-Closing Demerger Resolutions");

(the "Resolutions").

comment on drafts of the EGM Documentation and the Company shall incorporate and reflect all comments reasonably made by the Offeror or any of its advisors in respect of any parts relating to the Offeror, this Merger Protocol or the Transaction.

Options", and whichever version of the Peet’s Coffee, Inc., or Peet’s Coffee (Shanghai) Co., Ltd. Long-Term Incentive Plan is applicable to each such grant, the "Peet’s LTIP"); and

(1) through (5) together, the "Company Equity Plans".

Notwithstanding anything to the contrary in this Merger Protocol, each of the Offeror, the Group Companies and any of their respective Affiliates or agents (including any third-party paying agent) shall be entitled to deduct and withhold from any payments under the Merger Protocol and under the Company Equity Plans and under the Incentive Obligations and under the Recurring Grants such

amounts (including Tax) as the Offeror, the Group Companies or any of their respective Affiliates or agents are required to deduct and withhold with respect to any such payments under applicable law (including Tax law). To the extent that such amounts are so withheld and paid to the appropriate Governmental Entity, they shall be treated for all purposes of this Merger Protocol, the Company Equity Plans and the Incentive Obligations and the Recurring Grants as having been paid to such person in respect of which such deduction and withholding was made.

The Offeror will be able to and shall, subject to the Offer being declared unconditional and in accordance with the terms of this Merger Protocol:

(the amounts of cash needed for such payments referenced in this Clause 4.1, the "Settlement Amounts").

would adversely affect the enforceability, availability of, or impose additional conditions or expand any existing conditions to, funding the full amount of the Debt Financing necessary for the Offeror to pay the Settlement Amounts in accordance with Clause 4.1 at such time such Settlement Amounts are required to be paid hereunder.

The Offeror shall not, without the prior written consent of the Company, terminate or amend the terms of the Debt Financing Documents if any such termination or amendment would adversely affect the Offeror's ability to pay the Settlement Amounts in accordance with Clause 4.1 at such time such Settlement Amounts are required to be paid hereunder or otherwise enforce its rights against the Debt Financing Sources under the Debt Financing Documents, provided that notwithstanding the foregoing, the Offeror shall be allowed to (i) terminate and/or replace the Debt Financing Document(s) with new fully executed long-form financing documentation (including a customary conditions precedent status letter provided by or on behalf of the Debt Financing Sources in relation to the financing documentation, if applicable) with the same or other Debt Financing Sources, (ii) amend the Debt Financing Documents to add additional Debt Financing Sources or remove any Debt Financing Sources, but in each case of clauses (i) and (ii) only if and to the extent that the terms of the financing in the new debt financing documentation described above or the amended Debt Financing Documents are on terms and conditions in respect of availability and conditionality, taken as a whole, that would not reasonably be expected to prevent, materially delay or materially impede the Offeror's ability to pay the Settlement Amounts in accordance with Clause 4.1 at such time such Settlement Amounts are required to be paid hereunder and/or (iii) terminate or reduce commitments under any Debt Financing

Document so long as such termination or reduction in commitments occurs in accordance with the express terms of the Debt Financing Documents as a result of any incurrence of indebtedness, equity offering or sale or other disposition of assets or properties meeting specified criteria set forth in the Debt Financing Documents or to the extent the Offeror replaces such commitments with actual cash proceeds thereof. For the purposes of this Merger Protocol, the term "Debt Financing Documents" shall be deemed to include any financing documentation (or similar agreement) with respect to any alternative or replacement Debt Financing arranged in compliance with this Merger Protocol (and any Debt Financing Document remaining in effect at the time in question). True, complete and correct copies of any (i) amendments to the Debt Financing Documents and (ii) any long-form financing documentation replacing any of the Debt Financing Documents (with all customary conditions precedent status letters and fee and/or flex and/or syndication letter related thereto provided that fees, “market flex” provisions, pricing terms and other economic provisions or commercially sensitive terms may be redacted so long as none of the redacted terms include, modify or otherwise affect any condition precedent under the Debt Financing Documents) shall be promptly delivered to the Company.

case which may be telephonic meetings or virtual sessions at the Company’s request) and otherwise cooperate with the marketing and due diligence efforts for the Financing (including use of commercially reasonable efforts to ensure that the Offeror, Financing sources, the Equity Investor and their respective advisors and consultants shall have sufficient access to the Company and the Company Subsidiaries and their respective advisors and consultants), in each case to the extent reasonably required for the Financing, (ii) assisting the Offeror in obtaining ratings in connection with the Debt Financing and the Permanent Debt Financing, (iii) reasonably cooperating in the preparation of materials for registration statements, prospectuses, private placement memoranda, rating agency presentations, offering memoranda, marketing materials, information memoranda, presentations or similar documents in connection with the Financing (collectively, the "Offering Documents") (including (x) confirming the absence of material non-public information relating to the Company and the Company Subsidiaries or their securities contained therein upon request by the Offeror and (y) the delivery of customary authorization letters authorizing the distribution of information relating to the Company and the Company Subsidiaries to prospective lenders or investors), (iv) assisting the Offeror with the preparation of pro forma financial information and pro forma financial statements to the extent reasonably requested by the Offeror or the Financing sources to be included in any Offering Documents (provided that the Company and the Company Subsidiaries shall not be responsible for the preparation of any such pro forma financial information or pro forma financial statements), and (v) requesting and facilitating the Company's independent accountants (including by providing customary representation letters) to (1) provide (x) auditors' consents and reports reasonably required for the Offering Documents and (y) customary comfort letters (including customary "negative assurance" comfort and change period comfort) or similar agreed upon procedures letters with respect to the financial information (including, for the avoidance of doubt, financial information for the first three months, six months or nine months of a fiscal year if included within such Offering Documents) relating to the Company and its Company Subsidiaries contained in the Offering Documents that are customary in connection with offerings of equity or debt securities of the type contemplated to be offered as part of the Financing and (2) attend a reasonable number of accounting due diligence and drafting sessions, upon reasonable advance notice and at reasonable times and locations;

provided that such cooperation does not materially and adversely affect the business of the Group prior to Settlement or unreasonably disturb or interfere with the business of the Group prior to Settlement. Notwithstanding anything to the contrary in this Clause 4.4.1, nothing in this Clause 4.4.1 will require the Company to provide (or be deemed to require the Company to prepare) any (1) pro forma

financial information or pro forma financial statements, (2) information regarding any post-closing or pro forma cost savings, synergies, capitalization, ownership or other post-closing pro forma adjustments, (3) description of all or any portion of the Financing, including any "description of notes" or any information customarily provided by a lead arranger, underwriter, initial purchaser or their counsel or advisors in a customary information memorandum, registration statement, prospectus or offering memorandum for a bank financing or debt or equity securities offering, as applicable, including sections customarily drafted by a lead arranger or an initial purchaser or underwriter or their counsel or advisors, such as those regarding confidentiality, timelines, syndication process, limitations of liability and plan of distribution, (4) risk factors relating to all or any component of the Financing, (5) any Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K under the Securities Act, or (6) any information with respect to any person other than the Company Subsidiaries.

In addition, notwithstanding anything to the contrary in this Clause 4.4.1, nothing in this Clause 4.4.1 shall require any such cooperation or efforts from the Company or the Company Subsidiaries in connection with the Financing to the extent that it would or would reasonably be expected to (1) cause any representation, warranty or covenant in this Merger Protocol to be breached by the Company or any of the Company Subsidiaries, require any waiver or amendment of any term of this Merger Protocol or cause any condition to the Settlement to fail to be satisfied, (2) prior to Settlement, require the Company or any of the Company Subsidiaries to pay any commitment fee or similar fee or agree to pay any other fees or reimburse any expenses, costs, liabilities or obligations or otherwise issue or provide or agree to any indemnities in connection with the Financing, (3) require the Company or any of the Company Subsidiaries to enter into, execute, deliver, approve, modify or perform any agreement, instrument, certificate (including solvency or similar certificates from a financial or similar officer) or other documentation (other than customary authorization and representation letters described in Clause (D) above or Clause 4.4.3 below) effective prior to Settlement, (4) unreasonably interfere with the conduct or ongoing business of the Company or any of the Group, (5) change any fiscal period, (6) require the Company or any of the Company Subsidiaries to adopt any resolutions, execute any consents or otherwise take any corporate or similar action in connection with the Financing unless such resolutions, consents or actions are contingent upon the occurrence of, or only effective as of Settlement, (7) require the Company or any Company Subsidiary or any of its or their respective Representatives to deliver any legal opinion or reliance letters or comfort letter or opinion of any of its Representative except as described in Clause (D) above or Clause 4.4.3 below, (8) after using commercially reasonable efforts to provide such access or disclose such information in a manner that does not jeopardize such attorney-client privilege, attorney work product protections or other applicable privilege or confidentiality obligations, provide access to or disclose any information that the Company determines in good faith would reasonably be expected to jeopardize attorney-client privilege, attorney work product protections or other applicable privilege or confidentiality obligations binding on the Company or any of the Company Subsidiaries, (9) take any action that the Company determines in its reasonable judgment would reasonably be expected to conflict with or violate the organizational documents of the Company or any of the Company Subsidiaries or any applicable laws or fiduciary duties or would result in a contravention, violation

or breach of, or default under, any material contract or material permit to which the Company or any of the Company Subsidiaries is a party or by which Company or any of the Company Subsidiaries or any of their respective property is bound, (10) cause any officers, directors, manager or employees, advisors of the Company or any of the Company Subsidiaries to incur or take any other action that would reasonably be expected to result in any actual or potential personal liability, (11) other than to the extent set forth in customary authorization and representation letters described in clause (D) above or Clause 4.4.3 below, require the Company or any Company Subsidiary to make any representations, warranties or certifications effective prior to Settlement or (12) require the Company or any of the Company Subsidiaries to cause or permit any liens to be placed on any of their property or to be an issuer or obligor with respect to the Debt Financing or the Permanent Debt Financing, in each case prior to Settlement, or (13) require the Company, any Company Subsidiary or any of their respective Representatives to provide any budgets or projections (which shall be the sole responsibility of the Offeror to prepare) or update any projections that the Company or its Representatives previously provided to the Offeror, except to the extent reasonably necessary to obtain valuation of the Company, any Company Subsidiaries or assets, or to prepare and file any documentation with a Governmental Entity to gain approval for or to implement the Financing.

memorandum, letter of transmittal, related notice(s) and press release(s), in each case if any, in connection therewith and each other document relevant to such transaction that will be distributed by the Offeror or the Company, as applicable, to holders of the Company Senior Notes in the applicable Debt Offer (collectively, the "Debt Offer Documents") a reasonable period of time in advance of commencing the applicable Debt Offer to allow the Company and its counsel to review and comment on the related Debt Offer Documents (in each case, at the Offeror's sole expense), which comments shall be considered by the Offeror in good faith. The Offeror will reasonably consult with the Company regarding the material terms and conditions of any Debt Offer (other than financial terms), including the timing and commencement of any Debt Offer and any relevant tender or consent deadlines. The Offeror or the Company, as applicable, shall expressly condition the closing (or, if applicable, effectiveness) of any of the Debt Offers on the occurrence of Settlement, and the Company will use commercially reasonable efforts to cooperate with the Offeror, at the Offeror's request and sole expense, to facilitate the settlement of each applicable Debt Offer by the Offeror on the applicable settlement date pursuant to the applicable Debt Offer Documents. Subject to the terms and conditions of this Clause 4.4.3, at the Offeror's sole expense, the Company shall, and shall cause the Company Subsidiaries and their respective Representatives to, in each case, use their commercially reasonable efforts to provide all cooperation reasonably requested by the Offeror in connection with the Debt Offers, including, the Company delivering customary officer's certificates, to the extent required, and to using reasonable best efforts to cause counsel for the Company to deliver customary legal opinions to the extent required (which opinions shall include customary reliance provisions permitting any solicitation agents retained by the Offeror in connection with the Debt Offer to rely on the matters set forth in such opinions), respectively, to the trustee for the Company Senior Notes, to the extent such certificates and opinions would not (in the reasonable opinion of the Company, its counsel and the trustee or the agent, as applicable) conflict with Applicable Rules, the applicable terms of the Company Senior Notes, or the Company Senior Notes Documentation, and would be accurate in light of the facts and circumstances at the time delivered) and requesting and facilitating the Company's independent accountants (including by providing customary representation letters) to provide auditors' consents and reports reasonably required for the Debt Offer Documents and customary comfort letters (including customary "negative assurance" comfort and change period comfort) or similar agreed upon procedures letters with respect to the financial information (including, for the avoidance of doubt, financial information for the first three months, six months or nine months of a fiscal year if included within such Debt Offer Documents) relating to the Company and its Company Subsidiaries contained in the Debt Offer Documents that are customary in connection with Debt Offers; provided that, prior to Settlement, neither the Company nor any of the Company Subsidiaries, nor Representatives for the Company or any of the Company Subsidiaries shall be required to furnish any officer's certificates, legal opinions or negative assurance letters, as applicable, in connection with the Debt Offers (other than in connection

with the execution of a supplemental indenture and/or an amendment relating to any consent solicitation of the type described in clause (B) below) or execute any other instruments or agreements in connection therewith other than the supplemental indenture and/or amendment described in clause (B) below. The Offeror shall keep the Company informed on a timely basis in reasonable detail regarding any material developments related to any Debt Offer. The consummation of any or all Debt Offers shall not be a condition to the consummation of the transactions contemplated by this Merger Protocol. The Company will not be required to cooperate with respect to any Debt Offer that would reasonably be expected to be inconsistent with the terms of the Company Senior Notes Documentation, the Company Credit Facility or Applicable Rules, would reasonably be expected to result in a breach under any material contract or agreement of the Company or the Company Subsidiaries, would reasonably be expected to cause any covenant, representation or warranty in this Merger Protocol to be breached by the Company or any of the Company Subsidiaries or would become operative before Settlement.

amendments, as applicable.

satisfied. At Settlement, the Offeror shall make, or cause to be made, a deposit with the applicable trustee or agent of funds sufficient to pay in full the outstanding aggregate principal amount of, accrued and unpaid interest through the applicable redemption date on, and applicable make-whole and redemption premiums related to, the Company Senior Notes so redeemed, together with payment of other fees and expenses payable by the Company under the applicable Company Senior Notes Documentation.

most effectively access the financing markets, request the cooperation of the Company and the Company Subsidiaries under this Clause 4.4 at any time, and from time to time and on multiple occasions, between the date of this Merger Protocol and Settlement.

The Offeror shall make the Offer (het bod uitbrengen) subject to the following conditions precedent (the "Commencement Conditions") being satisfied or waived in accordance with this Clause 5 no later than three (3) Business Days prior to the Ultimate Launch Date and, to the extent not waived, continuing to be satisfied until the Offer is made:

No material breach by the Company

covenants and obligations to be performed by it at or prior to the Commencement Date, and in case of a breach of such covenant or obligation that is capable of being remedied, such breach having been remedied by the Company, in each case before the date that is the earlier of (A) ten (10) Business Days after receipt by the Company of a written notice from the Offeror, which the Offeror shall send promptly after becoming aware of such breach, and (B) three (3) Business Days prior to the Ultimate Launch Date and (ii) (A) the representations and warranties of the Company set forth in the Clause 21.3.1 , Clause 21.3.4 and Clause 21.8 shall be true and correct at and as of the Commencement Date as though made at and as of the Commencement Date, except for de minimis inaccuracies, (B) the representations and warranties of the Company described in Clause 21 other than those described in the preceding clauses (ii)(A) shall be true and correct at and as of the date of this Merger Protocol and at and as of the Commencement Date as though made at and as of the Commencement Date except where the failure to be so true and correct (disregarding all qualifications or limitations as to "material," "materiality" or "Company Material Adverse Change") would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Change; provided, however, that, with respect to clauses (ii)(A) and (ii)(B) above, representations and warranties that are made as of a particular date or period shall be true and correct (consistent with the respective thresholds set forth in clause (ii)(A) and (ii)(B) as applicable) only as of such date or period;

No material breach by the Offeror

WCA compliance

in the cases described in Clauses 5.1.3(A)(1) and 5.1.3(A)(2), (x) the Company having adopted a resolution in respect of the Consultation Matter that is compliant with the Dutch Works Council's advice, or (y) in the case described in Clause 5.1.3(A)(3), the Company having adopted a resolution in respect of the Consultation Matter that is in line with its proposed resolution (het voorgenomen besluit) for which the Dutch Works Council waived its right to advice; or

Merger Code and European Works Council compliance

AFM approval

No adverse recommendation change

Irrevocable Undertakings in effect

No Competing Offer

No AFM notification

No prohibition of the Offer

No ending of trading

No Company Material Adverse Change

The Commencement Conditions in Clause 5.1.1 (no material breach by the Company), Clause 5.1.6 (no Adverse Recommendation Change), Clause 5.1.7 (Irrevocable Undertakings in effect), Clause 5.1.8 (no Competing Offer) and Clause 5.1.12 (no Company Material Adverse Change) are for the benefit of the Offeror and may be waived by the Offeror in whole or in part at any time by written notice to the Company. The

Commencement Condition in Clause 5.1.2 (no material breach by the Offeror) is for the benefit of the Company and may be waived by the Company in whole or in part at any time by written notice to the Offeror. The Commencement Conditions in Clause 5.1.3 (WCA Compliance), Clause 5.1.4 (Merger Code and European Works Council compliance), Clause 5.1.10 (no prohibition of the Offer) and Clause 5.1.11 (no ending of trading) are for the benefit of both the Offeror and the Company and may only be waived by the Offeror and the Company jointly. The Commencement Conditions in Clause 5.1.5 (AFM approval) and Clause 5.1.9 (no AFM notification) cannot be waived. No Party may invoke any of the Commencement Conditions if the non-satisfaction of such condition(s) is caused by a breach of that Party of any of its obligations under this Merger Protocol.

The Company shall take all actions reasonably necessary to finalise and satisfy the Commencement Conditions set out in Clause 5.1.3 (WCA Compliance) (whether under (A) or (B) of Clause 5.1.3 (WCA Compliance)) and Clause 5.1.4 (Merger Code and European Works Council Compliance) in relation to the procedures with the Dutch Works Councils and the European Works Council as soon as possible after the date hereof and in any event prior to the Commencement Date. The Company and the Offeror will consult with each other closely with a view to seeking and obtaining the advice of the Dutch Works Council and the European Works Council, and to resolve any issues in connection therewith in an expeditious manner and as may reasonably be required to accept the advice of the Works Council, in a manner satisfactory to the Company and the Offeror, acting reasonably. The Company will keep the Offeror informed on a continuing basis on all correspondence and consultations in respect thereof, will provide the Offeror with copies of any material communication in connection therewith and permit the Offeror to review and to provide reasonable comments on such proposed material communication with either the Dutch Works Council or the European Works Council (such comments to be delivered to the Company within two (2) Business Days of the Offeror having received such material communication). If deemed desirable by a works council of the Group, the Offeror will (i)

give a presentation to such works council, which presentation shall be prepared in close consultation with the Company, and (ii) have representatives of the Offeror attend meetings with representatives of such works council, next to representatives of the Company attending such meetings.

The Parties shall take all actions necessary and reasonable to finalise and satisfy the Commencement Conditions set out in Clause 5.1.4 (Merger Code and European Works Council Compliance) in relation to the notification and consultation procedures under the Merger Code. The Parties shall consult with each other closely with a view to finalising such notification and consultation procedures. The Company shall provide the Offeror with copies of all material correspondence with the Social Economic Council (Sociaal Economische Raad) and the relevant Dutch trade unions within the meaning of the Merger Code (the "Trade Unions").

The Offeror shall declare the Offer unconditional (het bod gestand doen) subject to the following conditions precedent (the "Offer Conditions") being satisfied or waived in accordance with Clause 5.6 on the Unconditional Date or, in case of Clause 5.6.1 (Acceptance threshold) and 5.6.7 (Resolutions), the Tender Closing Date:

Acceptance threshold

Competition clearance

No material breach by the Company

covenants and obligations to be performed by it at or prior to the Tender Closing Date, and in case of a breach of such covenant or obligation that is capable of being remedied, such breach having been remedied by the Company, in each case before the date that is the earlier of (A) ten (10) Business Days after receipt by the Company of a written notice from the Offeror, which the Offeror shall send promptly after becoming aware of such breach, and (B) one (1) Business Day prior to the Tender Closing Date and (ii) (A) the representations and warranties of the Company set forth in the Clause 21.3.1, Clause 21.3.4 and Clause 21.8 shall be true and correct at and as of the Tender Closing Date as though made at and as of the Tender Closing Date, except for de minimis inaccuracies and (B) the representations and warranties of the Company described in Clause 21 other than those described in the preceding clause (ii)(A) shall be true and correct at and as of the date of this Merger Protocol and at and as of the Tender Closing Date as though made at and as of the Tender Closing Date except where the failure to be so true and correct (disregarding all qualifications or limitations as to "material," "materiality" or "Company Material Adverse Change") would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Change; provided, however, that, with respect to clauses (ii)(A) and (ii)(B) above, representations and warranties that are made as of a particular date or period shall be true and correct (consistent with the respective thresholds set forth in clause (ii)(A) and (ii)(B) as applicable) only as of such date or period;

No material breach by the Offeror

No adverse recommendation change

Irrevocable Undertakings in effect

Resolutions

No Competing Offer

No AFM notification

No prohibition of the Offer

No ending of trading

No Company Material Adverse Change

The Offer Conditions in Clause 5.6.3 (no breach by the Company), Clause 5.6.5 (no Adverse Recommendation Change), Clause 5.6.6 (Irrevocable Undertakings), Clause 5.6.7 (Resolutions), Clause 5.6.8 (no Competing Offer) and Clause 5.6.12 (no Company Material Adverse Change) are for the benefit of the Offeror and may, to the extent permitted by applicable law, be waived by the Offeror in whole or in part at any time by written notice to the Company. The Offer Condition in Clause 5.6.4 (no breach by the Offeror) is for the benefit of the Company and may be waived by the Company at any time by written notice to the Offeror. The Offer Conditions in Clause 5.6.1 (Acceptance threshold), Clause 5.6.2 (Competition Clearance), Clause 5.6.10 (no prohibition of the Offer) and Clause 5.6.11 (no ending of trading) are for the benefit of both the Offeror and the Company and may only be waived by the Offeror and the Company jointly. The Offer Condition in Clause 5.6.9 (no AFM notification) cannot be waived. No Party may invoke any of the Offer Conditions if the non-satisfaction of such condition(s) is caused by a breach of that Party of any of its

obligations under this Merger Protocol.

During the Interim Period and to the extent permitted by applicable laws (including Competition Laws), the Company shall, upon reasonable written notice by the Offeror and during normal business hours, afford the Offeror and its Representatives reasonable access to the Company's and its Company Subsidiaries' directors, senior employees, consultants, premises, information, documents and advisors (provided that the Company shall be provided with the opportunity to participate in any meetings with such consultants and advisors) as reasonably requested by the Offeror in connection with the Offer, any Financing and the Transaction (including for reasonable business purposes relating to the Transaction, including planning of any post-Settlement restructuring, post-Settlement operations or integration), unless this unreasonably disrupts the day-to-day operations of the Company and Company Subsidiaries and shall without delay inform the Offeror of any material facts or developments with regard to the profitability, reputation, financial, tax or trading position or the prospects of the Group which may affect the Offer, any Financing or the Transaction, or that are otherwise important for investors or potential investors in the business of the Group, and instruct its Representatives and advisors to reasonably cooperate with the Offeror. Notwithstanding the foregoing, the Company shall not be required to provide any such access or information if it would constitute a violation of applicable laws (including Competition Laws), provided that, if the Company withholds information or access on the basis of the foregoing it shall use reasonable best efforts (including by entering into clean team arrangements) to make appropriate substitute arrangements to permit such access or disclosure of information that does not constitute a violation of applicable laws (including Competition Laws).

correspondence to any Governmental Entity,

in each case, to the extent relating to the subject matter of this Clause 7.1 or the transactions contemplated by this Merger Protocol.

provided, that notwithstanding the foregoing clauses (A) or (B), or anything in this Merger Protocol to the contrary, (x) none of the Offeror or any of its Affiliates shall be required to, and the Company may not, without the prior written consent of the Offeror, agree to take or take any Remedies set forth in Section 7.1.6 of the Company Disclosure Letter, and (y) the consummation of any such Remedies shall be conditioned upon the Offer being declared unconditional.

The Company agrees to terminate in full without any liability or obligation of the Group or the Offeror or its Affiliates the 'Investor Rights Agreement' dated 25 May 2020, by and among the Company and the Major Shareholder, conditional upon and effective as of the Settlement Date.

payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for (i) dividends paid by any Company Subsidiary and (ii) the Declared Dividend;

benefit levels or benefit accruals and not by reference to the plan liabilities taken as a whole) or (iv) change the manner in which contributions to any such Company Benefit Plan are made or the basis on which such contributions are determined;

attend a reasonable number of accounting due diligence and drafting sessions, upon reasonable advance notice and at reasonable times and locations and (iv) preparing customer communications and notices to be sent upon consummation of the Transaction and the Spin-Off;

provided that such cooperation or actions (i) is requested in writing with reasonable notice and (ii) does not materially and adversely affect the business of Company or any of the Group Companies prior to Settlement or unreasonably disturb or interfere with the business of the Group prior to Settlement.

The Company shall use its reasonable best efforts, and shall cause the Company Subsidiaries to, at the written request of the Offeror, periodically update any information provided to the Offeror under Clause 10.7.1 as may be necessary in connection with the Spin-Off.

In addition, notwithstanding anything to the contrary in Clause 10.7, nothing in Clause 10.7 shall require any such cooperation or efforts from the Company or the Company Subsidiaries in connection with the Spin-Off to the extent that it would or would reasonably be expected to (1) cause any representation, warranty or covenant in this Merger Protocol to be breached by the Company or any of the Company Subsidiaries, require any waiver or amendment of any term of this Merger Protocol or cause any condition to the Settlement to fail to be satisfied, (2) prior to Settlement, require the Company or any of the Company Subsidiaries to pay any commitment fee or similar fee or agree to pay any other fees or reimburse any expenses, costs, liabilities or obligations or otherwise issue or provide or agree to any indemnities in connection with the Spin-Off, (3) require the Company or any of the Company Subsidiaries to enter into, execute, deliver, approve, modify or perform any agreement, instrument, certificate (including solvency or similar certificates from a financial or similar officer) or other documentation (other than customary authorization and representation letters described in Clause 10.7.2 above effective prior to Settlement, (4) unreasonably interfere with the conduct or ongoing business of the Company or any of the Group, (5) change any fiscal period, (6) require the Company or any of the Company Subsidiaries to adopt any resolutions, execute any consents or otherwise take any corporate, reorganization, restructuring or similar action in connection with the Spin-Off unless such resolutions, consents or actions are contingent upon the occurrence of, or only effective as of Settlement, (7) require the Company or any Company Subsidiary or any of its or their respective Representatives to deliver any legal opinion or reliance letters or comfort letter or opinion of any of its Representative except as described in Clause 10.7.2 above, (8) after using commercially reasonable efforts to provide such access or disclose such information in a manner that does not jeopardize such attorney-client privilege, attorney work product protections or other applicable privilege or confidentiality obligations, provide access to or disclose any information that would reasonably be expected to jeopardize attorney-client privilege, attorney work product protections or other applicable privilege or confidentiality obligations binding on the Company or any of the Company Subsidiaries, (9) take any action that would reasonably be expected to conflict with or violate the organizational documents of the Company or any of the Company Subsidiaries or any applicable laws or fiduciary duties or would result in a contravention, violation or breach of, or default under, any material contract or material permit to which the Company or any of the Company Subsidiaries is a party or by which Company or any of the Company Subsidiaries or any of their respective property is bound, (10) cause any officers, directors, manager or employees, advisors of the Company or any of the Company Subsidiaries to incur or take any other action that would reasonably be expected to result in any actual or potential personal liability, (11) other than to the extent set forth in customary authorization and representation letters described in clause 10.7.2 above, require the Company or any Company Subsidiary to make any representations, warranties or certifications effective prior to Settlement, (12) require the Company or any of the Company Subsidiaries to cause or permit any liens to be placed on any of their property or to be an issuer or obligor with respect to the Debt Financing or the Permanent Debt Financing, in each case prior to Settlement, or (13) require the Company, any Company Subsidiary or any of their respective Representatives to provide any budgets or projections (which shall be the sole responsibility of the Offeror to prepare) or update any projections that the Company or its Representatives previously provided to the Offeror, except to the extent reasonably necessary to obtain valuation of the Company, any Company Subsidiaries or assets, or to prepare and file any documentation with a Governmental Entity required to gain approval for or to implement the Spin-Off.

Subsidiaries and their respective Representatives prior to Settlement or the termination of this Merger Protocol (and thereafter, promptly upon demand and in each case directly to the applicable Representative of the Company) from and against all reasonable documented out-of-pocket costs, expenses, fees, losses, damages, claims, judgments, fines, penalties, interest, awards and liabilities and Taxes such persons may directly or indirectly incur in connection with the Spin-Off, the actions taken pursuant to Clause 10.7 and the performance of their respective obligations under Clause 10.7 and the provision of any information utilized in connection therewith (including reasonable and documented costs and expenses of counsel and advisors), except to the extent incurred as a result of the fraud (bedrog), gross negligence (grove schuld) or willful misconduct (opzet) of the Company, the Company Subsidiaries and their respective Representatives, and such Company Subsidiaries and Representatives shall be express third party beneficiaries of this sentence, and the Offeror's obligation in this sentence shall survive any termination or expiration of this Merger Protocol.

Offeror, the Articles of Association will be amended based on the principles as set out in Part II of Schedule 4 (Articles of Association).

of the Company, as opposed to short-term performance driven by quarterly reporting;

Post-Closing Merger

including the relevant audit statements, required by applicable laws with the trade register of the Netherlands Chamber of Commerce (Kamer van Koophandel), make copies of such Merger Proposal, the Explanatory Notes and all ancillary documents, including the relevant audit statements and reports, required by applicable laws available at the offices of the Company and announce the foregoing in a Dutch national newspaper and convene a Subsequent EGM in accordance with Clause 3.10.3 at which the Post-Closing Merger will be re-resolved upon in accordance with the new Merger Proposal.

Holdco) in an aggregate principal amount equal to the Merger Aggregate Minority Cash Out Amount ("Minority Cash Note"); and

(the steps under Clauses 11.3.5, 11.3.6 and 11.3.7, together, the "Post-Closing Merger"); and

Post-Closing Demerger

pursuant to the execution of a notarial deed of demerger, as soon as reasonably possible after the Offeror's notification to pursue the Post-Closing Demerger;

(the steps under Clauses 11.3.8, 11.3.9 and 11.3.10 together, the "Post-Closing Demerger").

Indemnification

unreported or other damages, liabilities, losses, Taxes, costs (including reasonable advisor fees and expenses) and fines (collectively "Losses"), including by replacing any financing or hedging arrangement lost by any member of the Group with an alternative arrangement on substantially the same terms, arising, accruing or (to be) incurred by any Indemnified Party in that capacity arising from the preparation, proposal or implementation of the Post-Closing Restructuring Measures, and any acts or omissions in connection with preparing, proposing or implementing the resolutions required for the implementation of the Post-Closing Restructuring Measures, in each case:

provided that the Indemnified Party will not take any action that may prejudice or affect his or her or the Offeror's position in litigation without the Offeror's consent, which shall not be unreasonably withheld, conditioned or delayed.

current insurance policy in force as at the date of this Merger Protocol, provided that the Offeror shall not be required to pay an aggregate price for such insurance in excess of 300% of the last annual premium paid prior to the date hereof.

a sale and transfer of assets and liabilities by the Offeror or by a member of the Offeror Group to the Company or any Group Company, or a sale and transfer of assets and liabilities by the Company or a Group Company to the Offeror or to any other member of the Offeror Group, potentially followed by a liquidation of the Company;

The Parties acknowledge and agree that as of the Settlement Date the members of the Board will be determined by the Offeror, and the Offeror shall confirm in writing to the Company no later than two (2) weeks prior to the Commencement Date, the persons who shall comprise the Board as of the Settlement Date.

provided that the Company shall continue to comply with the terms of this Merger Protocol, including its Update Obligations with respect to such Potential Competing Offer.

For purposes of Clause 12 and this Clause 13, a "Competing Offer" is a written proposal meeting all of the following conditions:

such third party, the consideration to be received by the holders of Shares, certainty of execution (including, but not limited to, certainty of funding and anti-trust clearances), conditionality and non-financial covenants) and other terms and conditions of the offer, taking into account any terms proposed by the Offeror after being notified pursuant to 13.2; and

If the Board is of the reasonable opinion, taking into account their fiduciary duties and after having consulted their outside financial and outside legal advisors, that a Potential Competing Offer constitutes a Competing Offer, the following steps shall be taken:

(conditionally) agrees to the Competing Offer, which shall be communicated to the Offeror within five (5) Business Days following the last day of the Matching Offer Period, each of the Parties shall be entitled, but will not be obliged, to terminate this Merger Protocol with immediate effect in accordance with Clause 16.

This Clause 13 applies mutatis mutandis to any consecutive Competing Offer, it being understood that if the Offeror has matched any Competing Offer in accordance with Clause 13.2.2, the consecutive Competing Offer must exceed the most recent Matching Offer by at least ten percent (10%) in order for any such consecutive Competing Offer to potentially qualify as a Competing Offer for the purpose of this Merger Protocol.

Subject to the provisions of this Merger Protocol, no Party shall, without the prior written approval of the other Party, disclose the existence and content of this Merger Protocol and the discussions and negotiations in respect of the Transaction to any third party, except to the extent that (a) the substance of this Merger Protocol may be disclosed in the First Announcement, the Offer Memorandum and the Position Statement, (b) it is obliged to make such a disclosure pursuant to any applicable laws, rules or regulations (including the Applicable Rules and the Exchange Act and the rules and regulations promulgated thereunder and, for the avoidance of doubt, disclosure of the substance of this Merger Protocol in the First Announcement, the Offer Memorandum and the Position Statement and the required disclosures and filings with respect to any Current Report on Form 8-K of the Offeror) or a binding decision by a court or other Governmental Entity, including the AFM, (c) disclosure takes place on the basis of a requirement of a competent financial regulator, (d) disclosure is necessary to enforce this Merger Protocol in court proceedings, (e) the information has come into the public domain in a manner other than as a result of a breach of the confidentiality obligations of the Parties under this Merger Protocol, and/or (f) disclosure is necessary to obtain the advice of any professional advisor, provided such advisor is bound by a confidentiality agreement. The Confidentiality Agreement will remain in full force and effect subject to and in accordance with its terms, until the earlier of (a) the Settlement Date and (b) the later of (i) the date on which this Merger Protocol terminates in accordance with its terms and (ii) with respect to the Confidentiality Agreement, the date on which the confidentiality undertakings cease to apply in accordance with the Confidentiality Agreement.

Notwithstanding Clause 14.1, the Parties shall obtain prior written approval from the other Party (such approval not to be unreasonably withheld, conditioned or delayed), and consult each other (in advance to the extent legally permitted), and provide meaningful opportunity for review and give due consideration to reasonable comments by the other Party, prior to making any public announcements (other than the First Announcement), public statements and with respect to this Merger Protocol or the Transaction, except for (a) any consultation that would not be reasonably practicable as a result of requirements of applicable laws or the rules of Euronext Amsterdam, if the Party making the announcement or statement has used its reasonable best efforts to consult with the other Party, or (b) public statements that are not inconsistent with previous statements made jointly by the Parties.

Except as explicitly stated otherwise in this Merger Protocol or any document entered into pursuant to this Merger Protocol, each Party shall pay its own costs and expenses incurred in respect of the preparation, execution and performance of this Merger Protocol and any documents executed pursuant thereto.

This Merger Protocol will immediately terminate:

If this Merger Protocol is terminated in accordance with Clause 16.1, then

termination pursuant to Clauses 16.1.5 or 16.1.6, pay the Break Fee to the Offeror by wire transfer of immediately available cash funds.

the Offeror and the Company to demand specific performance (nakoming vorderen) of the provisions of this Merger Protocol.

All notices, consents, waivers and other communications under this Merger Protocol must be in writing in English and delivered by hand or sent by registered mail, express courier, fax or a PDF-document sent by e-mail to the appropriate addresses and fax numbers set out below. A notice shall be effective upon receipt and shall be deemed to have been received at the time of delivery, if delivered by hand, registered mail or express courier, or at the time of successful transmission, if delivered by fax or e-mail.

To the Company:

Name: JDE Peet’s N.V.

For the attention of: [***]

Address: [***]

E-mail: [***]

With a copy to (which does not constitute notice):

Firm: Allen Overy Shearman Sterling LLP

Name: Tim Stevens and Olivier Valk

E-mail: tim.stevens@aoshearman.com and olivier.valk@aoshearman.com

To the Offeror:

Name: Keurig Dr Pepper Inc.

For the attention of: [***]

Address: [***]

E-mail: [***]

With a copy to (which does not constitute notice):

Firm: Paul, Weiss, Rifkind, Wharton & Garrison LLP

Name: James E. Langston and Chelsea N. Darnell

E-mail: jlangston@paulweiss.com and cdarnell@paulweiss.com

and

Firm: Stibbe N.V.

Name: Heleen H. Kersten and Marc D.A. Habermehl

E-mail: heleen.kersten@stibbe.com and marc.habermehl@stibbe.com

Except as otherwise expressly provided in the Merger Protocol, none of the Parties may assign or procure the assumption of its rights and obligations under this Merger Protocol, either in whole or in part, to any other person without the prior written consent of the other Party; provided that the Offeror has the right to assign or procure the assumption of any rights and obligations under this Merger Protocol to any controlled Affiliate or wholly-owned subsidiary of the Offeror without any consent being required. The Company hereby grants its consent and its full cooperation to such assignment and/or transfer. In the event of such an assignment and/or transfer, this Merger Protocol shall, insofar as it refers to Offeror, apply mutatis mutandis to such assignee or transferee. The Offeror shall remain jointly and severally liable with the assignee or transferee for the proper performance of any and all obligations assigned or transferred to the designated assignee or transferee under this Merger Protocol.

Without prejudice to the provisions of Clause 16, to the extent permitted by applicable law, each Party waives its right to (i) annul (vernietigen), rescind (ontbinden) or partially rescind (gedeeltelijk ontbinden) this Merger Protocol on the basis of section 6:228 or section 6:265 to section 6:272 of the DCC, or (ii) request a competent court to amend, in whole or in part, this Merger Protocol on the basis of section 6:230(2) of the DCC.

The invalidity or unenforceability of any provision of this Merger Protocol shall not affect the validity or enforceability of any other provision of this Merger Protocol. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable. The interpretation of the replacing provisions shall be as close as possible to the intent of the invalid or unenforceable provision.

This Merger Protocol constitutes the entire agreement between the Parties with respect to the subject matter contained herein. This Merger Protocol supersedes any and all earlier agreements, either verbally or in writing, between the Parties in relation to the subject matter contained herein, with the exception of the terms of the Confidentiality Agreement.

Each of the Parties shall sign any documents and perform any further acts as reasonably necessary to satisfy their respective obligations in this Merger Protocol.

This Merger Protocol may only be amended by written agreement between the Parties.

This Merger Protocol may be executed in any number of counterparts.

Unless expressly stated otherwise in this Merger Protocol, no provision of this Merger Protocol shall be construed as creating a third-party stipulation (derdenbeding) within the meaning of article 6:253 DCC.

Notwithstanding anything to the contrary in this Merger Protocol, each of the Parties hereto and each of its controlled Affiliates hereby: (a) agrees that any proceeding, whether in law or in equity, whether in contract or in tort or otherwise, against the financial institutions that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing, including the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto, together with their respective Affiliates involved in any such financing, and their and their Affiliates' respective officers, directors, managers, controlling persons, employees, agents and Representatives and their respective successors and assigns (collectively, the "Debt Financing Sources"), shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such court, (b) agrees that any such proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Financing Documents, (c) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources in any way relating to, arising out of or resulting from the Debt Financing or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company or its controlled Affiliates in any such proceeding shall be effective if notice is given in accordance with Clause 17, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against the Debt Financing Sources in any way relating to, arising out of or resulting from the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Debt Financing Sources will have any liability to the Company, any Company Subsidiaries, its Affiliates or any of their respective Representatives (in each case, other than the Offeror and its subsidiaries in accordance with the terms of the Debt Financing Documents to which the Offeror and its subsidiaries are a party) relating to, arising out of or resulting from this Merger Protocol, the Debt Financing, the Debt Financing Documents or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise (in each case of the foregoing, other than, following Settlement, claims of the Company or the Company Subsidiaries pursuant to definitive documentation to which the Company or the Company Subsidiaries are a party) and (h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Clause 18.9, and that such provisions shall not be amended in any way materially adverse to the Debt Financing Sources (without the prior written consent of the Debt Financing Sources party to the Debt Financing Documents).

Notwithstanding anything contained herein to the contrary, nothing in this Clause 18.9 shall in any way affect any party's or any of their respective Affiliates' rights and remedies under any binding agreement to which such party (or its Affiliate) and a Debt Financing Source is a party, including the Debt Financing Documents.

This Merger Protocol and any non-contractual obligations arising out of or in connection with it are governed by and are to be construed in accordance with Dutch law.

All disputes arising in connection with this Merger Protocol, or any agreements resulting therefrom, unless the relevant agreement provides otherwise, will be settled under the rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut or NAI) (www.nai-nl.org) (the "Rules") and, unless the relevant agreement provides otherwise:

Instituut) (NAI), who shall subsequently share the dispute with a binding advisor ("Binding Advisor") who shall settle the matter by way of binding advice (bindend advies) ("Binding Advice") under articles 7:900 et seq. of the DCC and in accordance with the Binding Advice Rules of the Netherlands Arbitration Institute and the terms as set out in Schedule 6 (Binding Advice). To the extent that the terms as set out in Schedule 6 (Binding Advice) are inconsistent with the terms as set out in the Binding Advice Rules of the Netherlands Arbitration Institute, the terms agreed upon in Schedule 6 (Binding Advice) shall prevail. The Binding Advisor shall be appointed in accordance with Article 14 of the Binding Advice Rules of the Netherlands Arbitration Institute.

All demands, requests, statements, certificates or other documents or communications to be provided in connection with this Merger Protocol must be in English or accompanied by an English translation; in this case the English translation prevails unless the document or communication is a statutory or other official document or communication.

entering into this Merger Protocol (the "Company Disclosure Letter"), and (ii) (A) any report (including the annual report, the management board report and audited financial statements and interim financial statements), schedule, form, statement or other document of the Company published, filed with or furnished with Euronext Amsterdam or the AFM on or after 1 January 2022, (B) any of the Company’s press releases and investor presentations currently available on the Company’s website and made available on or after 1 January 2022, (C) the Company's filings and notifications made through the AFM on or after 1 January 2022, (D) any disclosures made on or after 1 January 2022 pursuant to applicable Dutch and European laws and regulations, including the MAR, the Transparency Directive (Directive 2004/109/EC), and the Prospectus Regulation (Regulation (EU) 2017/1129, and (E) any other public disclosures made on or after 1 January 2022 by or on behalf of the Company on the Company's website and the AFM's public register, in each case, publicly available at least two (2) Business Days prior to the date hereof (collectively, the "Company Reports") (but excluding any forward-looking disclosures set forth in any "risk factors" section, any disclosures in any "forward-looking statements" section and any other disclosures included therein to the extent they are cautionary, predictive or forward-looking in nature, it being understood that any factual information contained within such sections shall not be excluded), the Company hereby represents and warrants to the Offeror, as at the date hereof, as set forth in this Clause 21, subject to the limitations set forth in Clause 23.

The Company has taken all corporate action to approve the entering into of this Merger Protocol and the transactions contemplated by this Merger Protocol. Assuming due authorization, execution and delivery hereof by the Offeror, the execution and delivery of this Merger Protocol by the Company constitutes a legal and binding obligation of the Company, enforceable in accordance with its terms, subject, as to enforcement, the Bankruptcy and Equity Exceptions.

Neither the execution and delivery by the Company of this Merger Protocol, the compliance by it with all of the provisions of and the performance by it of its obligations under this Merger Protocol, nor the consummation of the Transaction, will result in any breach or violation of, or a default under, the provisions of the organizational or other governing documents of the Company or any of the Company Subsidiaries or any law applicable to it, except, in each case, for such breaches, violations, or defaults that, individually or in the aggregate, does not constitute a Company Material Adverse Change.

Except (i) as expressly contemplated by this Merger Protocol, (ii) the filings and/or notices

with competition authorities, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act, or any other applicable securities law, (iv) compliance with the rules and regulations of the NASDAQ Global Select Market, Euronext Amsterdam, and the AFM, no consent, waiver, approval, authorisation, exemption, registration, licence or declaration of or by, or filing with, any Governmental Entity is required to be made or obtained by the Company in connection with (x) the execution of this Merger Protocol, or (y) the consummation of the Transaction, except in all cases where such failure does not constitute a Company Material Adverse Change.

No broker, investment banker, financial advisor or other person, other than Bank of America Europe DAC, Amsterdam branch, is entitled to any broker's, finder's, financial advisor's or other similar based fee or commission in connection with the Transaction as a result of being engaged by the Company or any Company Subsidiary or Affiliate of the Company. The Company has made available to the Offeror complete and correct copies of all agreements under which such fee, commission, or other like payment is payable and all

indemnification and other agreements under which any such fee or commission is payable.

January 2022, and (ii) any of the Offeror's press releases and investor presentations currently available on the Company's website and made available on or after 1 January 2022 and any other public disclosures made on or after 1 January 2022 by or on behalf of the Offeror on the Offeror’s website, in each case, publicly available at least two (2) Business Days prior to the date hereof (but excluding any forward-looking disclosures set forth in any "risk factors" section, any disclosures in any "forward-looking statements" section and any other disclosures included therein to the extent they are cautionary, predictive or forward-looking in nature, it being understood that any factual information contained within such sections shall not be excluded), the Offeror hereby represents and warrants to the Company, as at the date hereof, as set forth in this Clause 22, subject to the limitations set forth in Clause 23.

The Offeror has taken all corporate action to approve the entering into of this Merger Protocol and the transactions contemplated by this Merger Protocol. Assuming due authorization, execution and delivery hereof by the Company the execution and delivery of this Merger Protocol by the Offeror constitutes a legal and binding obligation of the Company, subject to, as to enforcement, to the Bankruptcy and Equity Exceptions.

Neither the execution and delivery by the Offeror of this Merger Protocol, the compliance by it with all of the provisions of and the performance by it of its obligations under this Merger Protocol, nor the consummation of the Transaction and the Offer, will result in any breach or violation of, or a default under, the provisions of the organizational or other governing documents of the Offeror, or any law applicable to it, except, in each case, for such breaches, violations, or defaults that, individually or in the aggregate, have not had and are not reasonably expected to have an Offeror Material Adverse Change.

Except (i) as expressly contemplated by this Merger Protocol, (ii) the filings and/or notices with competition authorities, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act, or any other applicable securities law, (iv) compliance with the rules and regulations of the NASDAQ Global Select Market and Euronext Amsterdam, no consent, waiver, approval, authorisation, exemption, registration, licence or declaration of or by, or filing with, any Governmental Entity is required to be made or obtained by the Offeror in connection with (x) the execution of this Merger Protocol, or (y) the consummation of the Transaction, except in all cases where such failure does not constitute an Offeror Material Adverse Change.

At the date hereof, neither the Offeror nor any member of the Offeror Group holds any Shares.

As of the date hereof, neither the Offeror nor any of its Affiliates has entered into any contract, or authorized, committed or agreed to enter into any contract, pursuant to which any Shareholder would be entitled to receive consideration in respect of their Shares of a different amount or nature than the Offer Price or pursuant to which any Shareholder agrees to tender its Shares into the Offer.

At the date hereof, the Offeror has access to sufficient available funds in order to comply with the Offeror's financial obligations pursuant to this Merger Protocol, and will continue to have such access until and including the Settlement Date.

The Offeror acknowledges and agrees that Clause 21 is solely given for informational purposes and without recourse other than with respect to any matters which cannot be waived under applicable law. The Company acknowledges and agrees that Clause 22 is solely given for informational purposes and without recourse other than with respect to any matters which cannot be waived under applicable law.

[signature page on the next page]

THUS AGREED AND SIGNED IN ON 24 August 2025

Schedule 1 (Company Equity Incentives)

Schedule 2 (Press Release)

Schedule 3 (Debt Financing Documents)

Schedule 4 (Articles of Association)

PART I – Amendments to the Company's Articles of Association from Settlement

unless the Offeror confirms that it is necessary or desirable for the Board to retain or acquire certain powers and authorities, to carry out the necessary steps of a Post-Closing Restructuring Measure in an efficient manner.

unless the Offeror confirms that it is necessary or desirable for the Board to retain or acquire the right to make certain proposals or to adopt certain resolutions, to carry out the necessary steps of a Post-Closing Restructuring Measure in an efficient manner.

PART II – Amendments to the Company's Articles of Association from Delisting

Schedule 5 (Non-financial Covenants)

The Offeror intends that the combined post-closing coffee business of the Offeror Group and the Group will be prudently capitalised and financed to safeguard business continuity.

Schedule 6 (Binding Advice)

Definitions Schedule

"Acceptance Threshold" has the meaning given in Clause 5.6.1;

"Adverse Recommendation Change " has the meaning given in Clause 3.8.2;

"Affiliate" means, with respect to any person, any other person directly or indirectly Controlling, Controlled by or under Common Control with such person;

"AFM" has the meaning given in Clause 3.1;

"Alternative Proposal" has the meaning given in Clause 12.1.1;

"Applicable Rules" has the meaning given in Clause 3.3.1;

"Articles of Association" has the meaning given in Clause 11.1.3;

"Bankruptcy and Equity Exceptions" means any exceptions to the enforceability due to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability now or hereafter in effect, relating to or affecting creditors' rights generally and general principles of equity, whether considered in a proceeding at law or in equity;

"Bidding Rules" has the meaning given in Clause 3.3.1;

"Binding Advice" has the meaning given in Clause 19.3.4;

"Binding Advisor" has the meaning given in Clause 19.3.4;

"Board" has the meaning given in Recital (10);

"Break Fee" has the meaning given in Clause 16.3.1;

"Business Day" shall mean any day other than a Saturday, Sunday or legal holiday on which (i) Euronext Amsterdam is generally closed in the Netherlands for business or (ii) commercial banks in New York, New York, United States of America are required by applicable law to close, except where it is used to refer to terms set out in the Decree, in which case it means any working day designated as such in the Algemene Bank-CAO;

"Buy-Out Proceedings" has the meaning given in Clause 11.2.1;

"Code" means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder;

“Collective Bargaining Agreement” means each collective bargaining or labour agreement to which the Company or any of its Company Subsidiaries is a party that pertains to employees of the Group;

"Commencement Conditions" has the meaning given in Clause 5.1;

"Commencement Date" has the meaning given in Clause 3.2;

"Company" has the meaning given in the Preamble;

“Company Benefit Plans” means each employee benefit plan, and any other plan, policy, program, practice or agreement (whether written or unwritten, qualified or nonqualified, funded or unfunded, foreign or domestic) providing compensation or other benefits to any current or former employees, consultants or independent contractors (or to any dependent or beneficiary thereof) that is maintained, sponsored or contributed to by the Group, or under which the Group has any liability, including all incentive, bonus, pension, profit sharing, retirement or supplemental retirement, deferred compensation, severance, vacation, paid time off, holiday, relocation, repatriation, medical, disability, death benefit, workers' compensation, fringe benefit, change in control, employment, collective bargaining, cafeteria, dependent care, employee assistance program, education or tuition assistance programs, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices, agreements or arrangements.

"Company Credit Facility" means that certain Facilities Agreement, dated March 5, 2021 (as amended on June 28, 2021 and on November 15, 2021 and as amended and restated on March 7, 2022) made between, among others, the Company as company and J.P. Morgan SE as agent;

"Company Disclosure Letter has the meaning given in Clause 21.1;

"Company Equity Plans has the meaning given in Clause 3.11.1(A);

"Company EOP" has the meaning given in Clause 3.11.1(A)(2);

"Company EOP Equity" has the meaning given in Clause 3.11.1(A)(2);

"Company Holdco" has the meaning given in Clause 11.3.6(A);

"Company Holdco Articles" has the meaning given in Clause 11.3.6(A);

"Company LTIP" has the meaning given in Clause 3.11.1(A)(1);

"Company Matching RSUs" has the meaning given in Clause 3.11.1(A)(3);

"Company Material Adverse Change" means any change, event, development, occurrence or circumstance or effect (any such items an "Effect") that, individually or together with other Effects, has or could reasonably be expected to have a material adverse effect on the business, operations or financial condition of the Group, taken as a whole, as the case may be, provided, however, that for the purpose of determining whether there has been a Company Material Adverse Change, the following Effects will not be taken into account:

trade disputes or the imposition of trade (counter)sanctions, restrictions or tariffs or the loss of licenses thereunder) or nationalizations, including any adverse development regarding the United States of America, the Russian Federation and the European Union, its member states (including member states leaving such union) and the Euro zone (including one or more member states leaving or forced to leave such zone);

and provided, however, that if any adverse Effect described in subparagraphs (a), (b), (c) and (d) has or would reasonably be expected to have a materially disproportionate adverse effect on the Group, taken as a whole, as compared to similarly situated companies in the industries in which the Group operates, the impact of such Effect shall be included for purposes of determining whether a Company Material Adverse Change has occurred or could reasonably be expected to occur in accordance with Clause 5.1.12 or Clause 5.6.12;

"Company Options" has the meaning given in Clause 3.11.1(A)(1);

"Company PSUs" has the meaning given in Clause 3.11.1(A)(1);

"Company RSUs" has the meaning given in Clause 3.11.1(A)(1);

"Company Representations and Warranties" has the meaning given in Clause 9.1;

"Company Senior Notes" means the Company's €750.0 million 0.000% Notes due 2026 (the "2026 Notes"), $750.0 million 1.375% Notes due 2027 (the "2027 Notes"), €600.0 million 0.625% Notes due 2028 (the "2028 Notes"), €750.0 million 0.500% Notes due 2029 (the "2029 Notes"), €500.0 million 4.125% Notes due 2030 (the "2030 Notes"), $500.0 million 2.250% Notes due 2031 (the "2031 Notes"), €500.0 million 1.125% Notes due 2033 (the "2033 Notes") and €500.0 million 4.500% Notes due 2034 (the "2034 Notes");

"Company Senior Notes Documentation" means the Agency Agreement, dated 28 May 2021, by and among the Company, Deutsche Bank AG, London Branch, as fiscal agent, paying agent, transfer agent and calculation agent and Deutsche Bank Luxembourg S.A., as registrar, relating to the Company’s 2026 Notes, 2028 Notes, 2029 Notes and 2033 Notes, the Amended and Restated Agency Agreement, dated 12 May 2023, by and among Company, Deutsche Bank AG, London Branch, as fiscal agent, paying agent, transfer agent and calculation agent and Deutsche Bank Luxembourg S.A., as registrar, relating to the Company’s 2030 Notes and 2034 Notes, and the Fiscal and Paying Agency Agreement, dated 24 September 2021, by and among the Company, Deutsche Bank Trust Company Americas, as fiscal agent, paying agent, transfer agent and registrar, relating to the Company’s 2027 Notes and 2031 Notes;

"Company Splitco" has the meaning given in Clause 11.3.9(A);

"Company Splitco Share" has the meaning given in Clause 11.3.10(B);

"Company SPP" has the meaning given in Clause 3.11.1(A)(1);

"Company Sub" has the meaning given in Clause 11.3.6(A);

"Company Sub Articles" has the meaning given in Clause 11.3.6(A);

"Company Sub Shares" has the meaning given in Clause 11.3.6(B);

"Company Subsidiaries" means any and all persons with respect to which now or hereafter the Company, directly or indirectly, holds more than fifty percent (50%) of the voting power at general meetings, or has the power to appoint and to dismiss a majority of the directors or otherwise to direct the activities of such person;

"Company Representations and Warranties" has the meaning given in Clause 9.1;

"Competing Offer Notice" has the meaning given in Clause 13.2.1;

"Competition Authority" means any national competition authority in any country in which the Offeror determines a notification is required and should be made in respect of the Offer;

"Competition Condition" has the meaning given in Clause 5.6.20;

"Competition Laws" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended and all other applicable laws issued by any Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including such laws of any jurisdiction;

"Competing Offer" has the meaning given in Clause 13.1;

"Confidentiality Agreement" has the meaning given in Recital (7);

"Consents" has the meaning given in Clause 7.1.1;

"Control" means, with respect to the relevant person, (i) the direct or indirect ownership or control of more than 50% (fifty percent) of the (a) ownership interests or (b) voting power at the general meeting or a similar body, of that body, or (ii) the right or ability to (a) appoint or remove or (b) direct the appointment or removal of, such number of the members of the management board or similar body of that person with the decisive voting power in such body, and the terms "Controlled by", "Controls" and "under Common Control" shall be construed accordingly;

"Counter-Notice of Disagreement" has the meaning given in Clause 19.3.3;

"Data Room" means the online data room hosted by Ansarada made available to the Offeror from August, 1 2025 up to and including August 24, 2025, named ‘Project Juncture’;

"DCC" has the meaning given in Clause 3.3;

"Debt Financing" has the meaning given in Clause 4.2.1;

"Debt Financing Documents" has the meaning given in Clause 4.2.1;

"Debt Financing Sources" has the meaning given in Clause 18.9;

"Decree" has the meaning given in Clause 3.3.1;

"Delisting" has the meaning given in Clause 3.10.2(E);

"Demerger" has the meaning given in Clause 11.3.9(A);

"Demerger Explanatory Notes" has the meaning given in Clause 11.3.9(A);

"Demerger Proposal" has the meaning given in Clause 11.3.9(A);

"Demerger Share Purchase Agreement" has the meaning given in Clause 11.3.10(B);

"Demerger Share Sale Purchase Price" has the meaning given in Clause 11.3.10(B);

"Demerger Share Sale" has the meaning given in Clause 11.3.10(B);

"Demerger Share Transfer Deed" has the meaning given in Clause 11.3.10(B);

"Dutch Corporate Governance Code" means the Dutch Corporate Governance Code dated 24 June 2025;

"Dutch Works Council" has the meaning given in Clause 5.1.3;

"EGM" has the meaning given in Clause 3.10.1;

"EGM Documentation" has the meaning given in Clause 3.10.4;

"Enquiries" has the meaning given in paragraph 3 of Schedule 6 (Binding Advice);

"Equity Financing" means any equity financing by the Offeror or any of its Affiliates or in connection with or in contemplation of the Transaction and/or the Spin-Off, including any Structured Equity Financing;

"Equity Incentives" has the meaning given in Recital (5);

"Equity Investor" means the investor(s) named in any structured equity commitment letter by and between the Offeror and/or any of its Affiliates and the Equity Investor;

"Euronext Amsterdam" has the meaning given in Recital (1);

"European Works Council" has the meaning given in Clause 5.1.4;

"Exclusivity Period" has the meaning given in Clause 12.1.1;

"Explanatory Notes" has the meaning given in Clause 11.3.6(B);

"Fairness Opinion" has the meaning given in Recital (11);

"Financing" means any Debt Financing, Permanent Debt Financing or any Equity Financing;

"First Announcement" has the meaning given in Recital 3.1;

"Governmental Entity" means a multinational, national, state, provincial or local authority, quasigovernmental authority, court, government, commission, tribunal, or any regulatory, taxing, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing in the Netherlands, the United States, the European Union or any other country;

"Group" or "Group Companies" means the Company and the Company Subsidiaries;

"Holdco Dissolution" has the meaning given in Clause 11.3.7(C);

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

"IFRS" means International Financial Reporting Standards, as in effect from time to time and as issued by the International Accounting Standards Board and as endorsed for use in the European Union by the European Commission; "Independent Director" has the meaning given in Clause 11.6.2;

"Interim Period" has the meaning given in Clause 10.1;

"Irrevocable Undertakings" has the meaning given in Recital (13);

"Issued Shares" has the meaning given in Recital (4);

"Key Employee" means (i) members of the Company's executive committee, (ii) persons at the level of the Company's executive committee minus 1 with the bands A to D (inclusive), or (iii) persons with the title of senior director or above at the level of Peet’s Coffee, Inc.;

"knowledge" means the actual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by the Offeror with the SEC (in the case of the knowledge of the Offeror) or in the annual report filed most recently by the Company with the AFM (in the case of knowledge of the Company);

"Liquidator" has the meaning given in Clause 11.3.7(C);

"Long Stop Date" means the date falling eighteen (18) months after the date of this Merger Protocol;

"Major Shareholder" has the meaning given in Recital (13);

"MAR" has the meaning given in Clause 3.3.1;

“Material Contract” has the meaning given in Clause 10.2.13;

"Matters in Dispute" has the meaning given in paragraph 1 of Schedule 6 (Binding Advice);

"Merger Aggregate Minority Cash Out Amount" has the meaning given in Clause 11.3.7(B)(1);

"Merger Code" has the meaning given in Clause 3.3.1;

"Merger Offeror Net Amount" has the meaning given in Clause 11.3.7(B)(2);

"Merger Proposal" has the meaning given in Clause 11.3.6(B);

"Merger Publication" has the meaning given in Clause 11.3.6(C);

"Merger Share Purchase Agreement" has the meaning given in Clause 11.3.7(B);

"Merger Share Sale" has the meaning given in Clause 11.3.7(B);

"Merger Share Sale Purchase Price" has the meaning given in Clause 11.3.7(B);

"Merger Share Transfer Deed" has the meaning given in Clause 11.3.7(B);

"Minority Cash Note" has the meaning given in Clause 11.3.7(B)(1);

"Non-Financial Covenants" has the meaning given in Clause 11.6.1;

"Non-Financial Covenants Term" has the meaning given in Clause 11.6.1;

"Notice of Disagreement" has the meaning given in Clause 19.3.2;

"Offer" has the meaning given in Recital (8);

"Offer Conditions" has the meaning given in Clause 5.6;

"Offer Memorandum" has the meaning given in Clause 3.6.1;

"Offer Period" has the meaning given in Clause 3.5.1

"Offer Price" has the meaning given in Clause 3.4.1;

"Offeror" has the meaning given in the Preamble;

"Offeror Group" means the Offeror and its Affiliates, but excluding the Group;

"Offeror Material Adverse Change" means any change, event, development, occurrence or effect that prevents or materially impairs the ability of the Offeror to consummate the Transaction;

"Ordinary Shares" has the meaning given in Recital (3);

"Other Post-Closing Restructuring Measures" has the meaning given in Clause 11.4.1;

"Outstanding Capital" means the Company's issued share capital (geplaatst kapitaal) on a fully diluted basis and reduced with any Shares for which Book 2 of the DCC provides that no votes can be cast on such Shares;

"Party" has the meaning given in the Preamble;

"Peet’s EOP" has the meaning given in Clause 3.11.1(A)(5);

"Peet’s LTIP" has the meaning given in Clause 3.11.1(A)(4);

"Peet’s Matching RSUs" has the meaning given Clause 3.11.1(A)(5);

"Peet’s Options" has the meaning given in Clause 3.11.1(A)(4);

"Peet’s PSUs" has the meaning given in Clause 3.11.1(A)(4);

"Peet’s RSUs" has the meaning given Clause 3.11.1(A)(4);

"Permanent Debt Financing" means any public offering or private placement of debt securities by the Offeror or any of its Affiliates in lieu of the Debt Financing or in connection with or in contemplation of the Transaction and/or the Spin-Off;

"Position Statement" has the meaning given in Clause 3.9;

"Post-Closing Acceptance Period" has the meaning given in Clause 3.5.6;

"Post-Closing Demerger" has the meaning given in Clause 11.3.10;

"Post-Closing Demerger Resolutions" has the meaning given in Clause 3.10.2(A);

"Post-Closing Merger" has the meaning given in Clause 11.3.7(D);

"Post-Closing Merger Resolutions" has the meaning given in Clause 3.10.2(A);

"Post-Closing Restructuring Measures" means the Post-Closing Merger and the Post-Closing Demerger;

"Post-Closing Restructuring Resolutions" has the meaning given in Clause 3.10.2(A);

"Post-Closing Restructuring Threshold" has the meaning given in Clause 3.10.2(A);

"Potential Competing Offer" has the meaning given in Clause 12.2.2;

"Recommendation" has the meaning given in Clause 3.8.1(B);

"Regulation S-K" means Regulation S-K under the Securities Act;

"Regulation S-X" means Regulation S-X under the Securities Act;

"Relevant Persons" has the meaning given in Clause 12.1.1;

"Representative" means, when used with respect to any person, its directors and officers, consultants, legal counsel, investment bankers, advisors, agents and other representatives;

"Required Financial Information" means (a) the financial statements of the Company and its consolidated subsidiaries, in each case (1) prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board applied on a consistent basis for the periods covered thereby and (2) that is required by Regulation S-X and other accounting rules and regulations of the SEC for inclusion in a registration statement to be filed with the SEC with respect to equity or debt securities of the Offeror or its Affiliates or in the Spin-Off Documents of the Spin-Off (as of and for the periods required thereby), including applicable comparison periods, which shall, in the case of financial statements for any fiscal year, have been audited and, in the case of financial statements for any fiscal quarter or year-to-date period (which, for the avoidance of doubt, shall cover the same fiscal quarter or year-to-date period that the Offeror is required to include in such offering documents or Spin-Off Document), shall have been reviewed, by the Company’s independent public accountants in accordance with generally accepted auditing standards in the United States, and (b) such other financial statements, financial data and other information regarding the Company and the Company Subsidiaries of the type and form customarily included in Offering Documents for an offering of debt or equity securities, whether registered under the Securities Act or pursuant to Rule 144A, as applicable for the relevant Financing or in the Spin-Off Documents for the Spin-Off, as applicable; provided, that Required Financial Information shall not include any pro forma financial statements or other pro forma financial information of or relating to the Company or require the Company or any Company Subsidiaries to prepare or deliver any such pro forma financial statements or information;

"Resolutions" has the meaning given in Clause 3.10.2;

"SEC" means U.S. Securities and Exchange Commission;

"Securities Act" means the U.S. Securities Act of 1933, as amended;

"Settlement" has the meaning given in Clause 3.5.5;

"Settlement Amounts" has the meaning given in Clause 4.1;

"Settlement Date" has the meaning given in Clause 3.5.5;

"Shareholders" has the meaning given in Recital (6);

"Shares" has the meaning given in Recital (6);

"Spin-Off" means any transaction (to be undertaken as soon as practicable after the Settlement) involving a distribution by the Offeror of stock of any Affiliate or direct or indirect subsidiary of the Offeror (including any Group Company) that is intended to be governed in whole or in part by Section 355 of the Code;

“Spin-Off Documents” has the meaning given in Clause 10.7.3;

"Statutory Buy-Out Threshold" has the meaning given in Clause 5.6.1(i);

"Structured Equity Financing" means the transactions contemplated by any structured equity commitment letter by and between the Offeror and/or any of its Affiliates and any Equity Investor;

"Subsequent EGM" has the meaning given in Clause 3.10.3;

"Tax" or "Taxes" means any and all forms of taxes, levies, duties, tariffs, social security contributions, imposts and other similar charges and fees in the nature of tax imposed by any Governmental Entity and any repayment of unlawful state aid in relation thereto, including income, franchise, windfall or other profits, gross receipts, premiums, property, sales, use, net worth, capital stock, payroll, employment, workers' compensation, unemployment compensation, excise, withholding, ad valorem, stamp, transfer, value-added (including VAT), gains tax and license, registration and documentation fees, severance, occupation, environmental, escheat, customs duties, disability, real property, personal property, registration, alternative or add-on minimum, or estimated tax, together with any and all interest, penalties, additions, costs and expenses to tax and additional amounts imposed with respect thereto (whether disputed or not);

"Tax Authority" means any Governmental Entity or other authority of any country or jurisdiction competent to administer, impose or collect any Tax;

"Tax Loss Carry Forwards" means the amount of losses computed in accordance with the applicable Tax law and regulations, which are available to compensate, set off or otherwise reduce any Tax;

"Tender Closing Date" has the meaning given in Clause 3.5.1;

"Tendered, Owned and Committed Shares" has the meaning given in Clause 5.6.1;

"Terminating Party" has the meaning given in Clause 16.1.2;

"Trade Unions" has the meaning given in Clause 5.5;

"Transaction" has the meaning given in Recital (8);

"Treasury Shares" has the meaning given in Recital (4);

"Triangular Merger" has the meaning given in Clause 11.3.6(B);

"Ultimate Launch Date" means the date that is three (3) Business Days following notification by the AFM of the approval of the Offer Memorandum;

"Unconditional Date" has the meaning given in Clause 3.5.1;

"Update Obligation" has the meaning given in Clause 12.1.3;

"VAT" means within the European Union such Tax as may be levied in accordance with (but subject to derogations from) the Directive 2006/112/EC and outside the European Union any Tax levied by reference to added value, sales and/or consumption;

"WCA" has the meaning given in Clause 3.3.1; and

"Wft" has the meaning given in Clause 3.3.1.