Schedule A — Fees, Replacement and Off-Limits

Every mandate is conducted on an engaged (retained) basis. Sercxi does not accept contingency mandates.

• **Commencement.** A retainer is invoiced on commencement of the mandate and credited in full against the total fee.
• **Completion.** The balance of the fee becomes due on the candidate's acceptance of an offer of employment.

The fee basis, the retainer amount, the instalment split and any applicable minimum fee are stated in the Engagement Letter for the specific mandate. Sercxi does not publish rates; commercial terms are agreed in writing before work begins and do not vary once the mandate has commenced.

Fees are calculated on the candidate's guaranteed annual cash compensation as defined in the Engagement Letter, which excludes discretionary bonus, LTIP, equity, benefits in kind and relocation. A minimum fee per Placement may apply and, where it does, is stated in the Engagement Letter. All fees are payable in Euro unless the Engagement Letter states otherwise; other currencies are converted at the ECB reference rate on the date of offer acceptance.

Invoices are issued by email and are payable within 10 working days of invoice date. Fees are exclusive of VAT and other applicable taxes. Overdue amounts accrue statutory commercial interest (wettelijke handelsrente) from the due date until payment in full, plus a one-time administrative surcharge of 10% of the outstanding amount, without further notice of default. The Client is additionally liable for all reasonable collection costs.

The replacement guarantee under clause 4 of the Master Terms applies where all of the following are true: (a) all fees are paid in full; (b) the departure occurs within 1 month of start date; (c) the role remains materially the same as briefed; (d) the departure is not caused by restructuring, acquisition, redundancy, or a change in reporting line; (e) Sercxi is notified within 30 days of the departure. The replacement search runs to the same brief on a no-professional-fee basis; expenses remain payable. The retainer is not refundable in any circumstances.

For the duration of a mandate, the Client will not engage any other search firm for the same role, and will not fill the role through a candidate sourced by another agency, without first notifying Sercxi in writing. If the Client fills the role other than through Sercxi during the mandate, the retainer is forfeited and remains Sercxi's property, without prejudice to any other rights or remedies.

A candidate is treated as 'introduced by Sercxi' where Sercxi is the first party to submit that candidate's CV, LinkedIn profile URL, or other identifying details to the Client in writing. If the Client, any Affiliate, or any entity to which the Client introduces the candidate hires that candidate — in any capacity — within twelve (12) months of that Introduction, the full fee under this Schedule A applies, whether the hire takes place during or after the mandate.

Full terms of the off-limits regime, including named entities and treatment of group companies, are provided under NDA. Public summary: mutual, twelve months, breach triggers a liquidated payment.