All organizations having one of the following activities in Flanders can apply for Effective Membership:

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1 FLANDER.BIO CHARTER & BYLAWS SECTION 1 FLANDERS.BIO MEMBERSHIP GROUPS EFFECTIVE MEMBERS ( WERKELIJKE LEDEN ) All organizations having one of the following activities in Flanders can apply for Effective Membership: Class A Research and Product(ion) Companies B - Public Research Organizations C Competence and Product Providers Activity Companies whose core activity is to perform substantial* innovative product or process R&D activities in the field of life sciences** in order to generate intellectual property (IP) which they control and which can become part of an improvement for microorganisms, plant, animals, and human health & welfare, including: Diagnosis, prognosis, prevention and treatment Bio-based solutions, such as food, crop production, energy, environment, biomaterials Public Organizations actively involved in life sciences R&D activities such as : Research Institutes Universities Hospitals... Organisations supporting in a significant way the life sciences sector through the provision of competence based services on a fee-forservice basis or the sale of ancillary products and solutions, including: Regulatory and clinical Finance and business Human capital Legal and IP Infrastructure and logistics Communication and strategy Data management and ICT Consumable providers Organizations without R&D/production activities but with marketing and sales of products based on proprietary R&D in the field of life sciences.

2 * Substantial innovative product or process R&D activities means that the legal entity who is the member of flanders.bio deploys at least 50% of its yearly budget in R&D/production activities OR provides employment for at least 50 people doing R&D/production in the field of life sciences. ** The life sciences comprise the fields of science that involve the scientific study of living organisms such as microorganisms, plants, animals, and human beings as well as related considerations like bioethics. ASSOCIATE MEMBERS ( TOEGETREDEN LEDEN ) Organizations with activities as per above but not having such activities in Flanders can join as Associate Member. MEMBERSHIP FEES Membership fees according to the following categories will be yearly evaluated by the Board of Directors and, in case of changes, presented to the General Assembly for approval: Start Up class A Companies with <5FTE s are exempt from the membership fee in the first year after the creation of the company. <5FTE s 5-19 FTE s FTE s FTE s >249 FTE s Academia Access to peer-to-peer meetings, flanders.bio s annual General Assembly and the online member centre are included in the membership fee. For some of the other meetings and services a participation in the cost will be requested. In most cases, flanders.bio members get a reduced fee as a member.

3 SECTION 2: BOARD OF DIRECTORS OF FLANDERS.BIO 2.1 COMPOSITION Flanders.bio Articles of Association state that the board of directors consists of minimum 3 and maximum 18 members. Effective members of the organization with active R&D and/or production activities in life sciences (i.e., Class A and Class B together) have the right to jointly have 11 board seats or if the maximum of board seats (18) is not filled at least 50% plus one of the seats filled. At least 60% of class A should be SME s with less than 250 FTE in Flanders and less than 50 million EUR annual turnover. Accordingly, the board seats are dedicated as follows: Representatives of Class A Members: Maximum 9, with at least 6 representing an SME Representatives of Class B Members: Maximum 2 Representatives of Class C Members: Maximum 7 As for Class A Representatives, six board members should represent human or animal health companies and three board members bio-based solutions (food, energy, agro, industry). All the Board Members of Class C should cover in a complementary way the different competence areas needed in the Board. Strategic Business Partners that are Effective Members of flanders.bio in classes A or C can preferentially occupy a maximum of 4 seats in total (and 25% of the total seats) in the board of directors with a maximum of 3 Strategic Partners in one Class (A or C). Strategic Business Partners of flanders.bio are members of flanders.bio with activities in Flanders that enter into a Strategic Partnership Agreement with flanders.bio for a period of 3 years or more at a fixed fee of at least euro per year. The rights and obligations of the Strategic Business Partners are described in the strategic partnership agreement. The board of directors of flanders.bio will meet at least three times per year. 2.2 ELECTION PROCESS FOR DIRECTORS The Nomination Committee will manage the following process: At least 6 weeks before the general assembly, the vacant board positions will be communicated to all the members. This communication will outline the background and expertise looked for to ensure a maximum complementarity and representativeness of the Board; Potential candidates will send their motivated candidacy to the Chairman of the Board within 2 weeks of the above announcements in writing;

4 To ensure the complementarity and representativeness mentioned above the Nomination Committee will evaluate the different candidates and will prepare an advice to the Board of Directors including a competence fit of the different candidates and a motivation thereof. The Board of Directors can communicate in advance to the General Assembly a priority list of all candidates aligned according to the needs for specific competences available among the candidates and identified by the flanders.bio Board of Directors and the motivation for the alignment. All candidates will be informed of the alignment of the candidates by the Board of Directors and the motivation ahead of the general communication of the alignment and the motivation to the members of flanders.bio in view of the General Assembly; During the General Assembly, all candidate board members, independent of the alignment and the motivation proposed by the Board of Directors, will have the right to present their candidacy on an individual basis; In case there are more candidates than vacant positions, the General Assembly will elect the directors by voting according to the procedures outlined in the articles of association. SECTION 3: CHAIRMAN, VICE-CHAIRMAN AND GENERAL MANAGER. (NO APPROVAL BY GENERAL ASSEMBLY NEEDED FOR INFORMATION ONLY) CHAIRMAN OF THE BOARD OF DIRECTORS The Chairman of the Board will be elected amongst the board members representing preferably Class A or alternatively on an ad interim basis Class B, who have presented their candidacy to the sitting Chairman of the Board. The Board of Directors will organize the election of a new Chairman preferably well before the end of the board mandate of the sitting Chairman. Roles and Responsibilities of the Chairman: Provides support and advice to the General Manager, and leads the board meetings and general assembly meetings according to general good corporate governance Presides the Core Group and ensures coordination with the Nomination Committee, Financial Audit Committee and Remuneration Committee (see Section 4) Leads the recruitment process of the General Manger Represents flanders.bio together with the General Manager in interactions with other key stakeholders (such as government) where agreed with Board

5 VICE- CHAIRMAN OF THE BOARD OF DIRECTORS The vice- chairman of the board will be elected amongst board members who have presented their candidacy to the Chairman of the Board., The Board of directors will organize the election of a new vice-chairman preferably well before the end of the board mandate of the sitting vice-chairman. The vice-chairman will take over specific duties of the Chairman in the absence of the Chairman, and will assume the chairman position ad interim in case of a prolonged or permanent absence of the Chairman. The Chairman and the vice-chairman should not be elected director in the same year to avoid the joint termination of both mandates. GENERAL MANAGER The roles and responsibilities of the General Manager: Manages and is accountable for the day to day business and organisation of flanders.bio inline with the policies and decisions of the board committees according to general good corporate governance Supervises of the flanders.bio operational team Meets regularly with members, strategic partners, sponsors and media. Pays due and not contested liabilities on behalf of flanders.bio; receives all payments and approves remission of a payment up to a maximum of 15,000 ; engages flanders.bio into a loan/lease arrangement or binding consultancy agreements with third parties for a cumulative total maximum of 15,000, provided such 3rd party is not a member of the board; engages flanders.bio towards official public and private administrations, tax and customs authorities, postal services, telephone, transportation companies etc. and in investments for a cumulative value of maximum 7,500 over and above the approved investment budget. Signs the daily correspondence on behalf of flanders.bio, and accepts and recovers on behalf of flanders.bio VZW registered mail, credit letters, assignments and other documents Hiring, dismissal and decision on salary level of employees, as long as this has been approved in the budget and within the remuneration policy. SECTION 4 KEY WORKING GROUPS WITHIN THE BOARD OF DIRECTORS (NO APPROVAL BY GENERAL ASSEMBLY- FOR INFORMATION ONLY) Remuneration Committee Recommends overall remuneration policy and specific remuneration packages for key personnel for approval by the board Evaluates key personnel on a yearly basis and suggests remuneration adjustments for approval by the board

6 Financial Audit Committee Reviews the annual account and the proposed budget of the organization before proposal for approval by the board of directors and by the general assembly. Board nomination committee Manages the election process for Directors as described in section 2 Core group Intermediary between the board of directors and the flanders.bio management on any topic of strategic importance not covered by any of the three other board committees, such as updates on the articles of association or bylaws, important position papers, key events, assignment of members to specific classes in case of doubt, SECTION 5 ETHICAL GUIDELINES (NO APPROVAL BY GENERAL ASSEMBLY- FOR INFORMATION ONLY) Members of the Board of Directors of flanders.bio will comply with the following ethical guidelines: The Members of the Board of Directors will act in the first place in the interest of flanders.bio and the network economy it represents and not in the interest of the individual member they represent. The Members of the Board of Directors engage themselves to dedicate sufficient time for the proper execution of their role and to inform themselves sufficiently about the strategy and the activities of flanders.bio. This includes a.o. a presence in minimum 50 % in flanders.bio board meetings. Companies that are members of the board of directors can provide paid services to flanders.bio on condition that the service contract is awarded by the Board of Directors after a competitive bid. During the discussion on the bid and the voting, the Board Member of flanders.bio with the potential conflict of interest will not be present. SECTION 6 COMPLIANCE BETWEEN THE ARTICLES OF ASSOCIATION AND THE BYLAWS The charter and bylaws are in compliance with flanders.bio articles of association and law for a VZW organization active in Belgium. The following topics have been included in the articles of association that pertain to the chapters of this charter: In section 1 of this charter, the criteria for effective and associated members and for the classes have been defined (see art 5$1 and 2), as well as the rights and obligations of the different groups of Members of flanders.bio (art 7$1 and 2)

7 Section 2 defines the composition of the board of Directors (see art 10) and the procedure that will be followed elect new directors for the Board of flanders.bio (art 21) Section 3 defines the procedure for the nomination and the responsibilities of a chairman and vice-chairman for the board of directors (art 15$2), and the responsibility and the operating freedom of the General Manager(art 17). Section 4 defines the composition of the board working groups and committees and their respective responsibilities (see art 15$1) In addition, a short list of ethical guidelines for the board of directors have been included in Section 5.