THE NETHERLAND-AMERICA FOUNDATION, INC. ANNUAL MEETING OF THE MEMBERS TO BE HELD ON THURSDAY JUNE 5, 2015 ELECTION OF BOARD MEMBERS AND OFFICERS CANDIDATES PROPOSED FOR ELECTION TO THE BOARD NEW DIRECTORS FOR ELECTION The following individuals are being nominated for an initial three-year term on the Board of Directors: Andy Bender Mr. Andy Bender is President and founder of Polaris Management and Polaris Solutions. Polaris Management provides compliance consulting services for the life sciences industries. Polaris Solutions provides Software as a Service applications for the life sciences industry. Polaris has a staff of 165, with offices in New York, San Francisco and Amsterdam. Mr. Bender’s areas of expertise are in technology and organizational change in relationship to global systems implementations. In addition, he writes and speaks frequently on health care law compliance topics, process design and compliance excellence. Mr. Bender teaches a two day seminar in compliance risk assessments and auditing and monitoring at INSEAD to health care law compliance officers. In addition, Mr. Bender has been a scout leader for the last 10 years, including fundraiser, event organizer and cub-master for the last 2 years. Prior to starting his own company in 2001, Mr. Bender was a Managing Director at Context Integration, a systems integrator in New York, a Senior Director of Operations at Merck Medco, a Manager at the Boston consulting group and a Fellow Consultant at McKinsey & Co. Mr. Bender has an MBA from the Harvard Business School, Masters in Science and Foreign Service from Georgetown, and a BBA from Nyenrode University in the Netherlands. Mr. Bender holds two patents and is currently applying for a third. Mr. Bender lives in Bronxville, NY, married to Priscilla Bender and has three boys. Manon Cox Dr. Cox joined Protein Sciences in 1998 as Director of Business Development, became Chief Operating Officer in 2000 and became CEO in 2010. Previously, she was with Gist-brocades, a Dutch company specializing in fermentation. She held various management positions at Gist-brocades, including in Research and Development, Manufacturing and Business Development. She serves on the Scientific Advisory Boards of Pall BioPharmaceuticals and iCubed, the Board of Directors of United Way, Meriden & Wallingford, the Board of Directors of the Netherland-America Foundation and their Education Committee. Dr. Cox holds a Doctorate from the University of Wageningen, received her MBA with distinction from the University of Nijenrode and the University of Rochester, NY and holds a Doctorandus degree in Molecular Biology, Genetics and Biochemistry from the University of Nijmegen, The Netherlands. She also received an honorary doctorate in humane letters from St. Joseph University. Manon Cox was honored by Girls Inc. (Meriden & Wallingford) by receiving their Strong, Smart and Bold Reward. She was also named Healthcare Hero by the New Haven Register, the Hartford Business Journal, and the CT Technology Council named her Woman of Innovation in the category small business leadership, mentor and role model. Eva Das Eva Das is a partner in the Benelux law firm Stibbe. She was admitted to the Amsterdam Bar in 2003. She is currently the resident partner of Stibbe’s New York office, with a practice in Dutch law. Eva’s specialty lies in mergers and acquisitions including public M&A, private equity and joint ventures. Her experience also includes corporate law, corporate governance, equity capital markets and finance. Eva has worked in Stibbe’s Amsterdam and New York offices and has also practiced at Cravath, Swaine and Moore LLP in New York and London. She holds a degree in Dutch private and business law (cum laude) from Leiden University and has attended the INSEAD MBA Highlights Program and the INSEAD M&A’s and Corporate Strategy Program. Eva Das is the proposed new Secretary of the Foundation. James H. Dykstra James H. Dykstra grew up in a Dutch American farming community in southeastern Wisconsin. He has worked closely with the Dutch embassy for a number of years and is a member of the dinner committee for the annual Netherland-America Foundation dinner in Washington, DC. For the past few years, he has been on the selection committee for Dutch students who are recipients of scholarship assistance from funds raised at that dinner for summer study in Washington, DC. Both of his grandfathers were born in the Netherlands, and he still has relatives living in Groningen. Jim, a principal with the government relations firm Edington, Peel & Associates, has four decades of experience in senior positions on Capitol Hill, in the executive branch and in the private sector. He has concentrated on foreign policy and defense issues and has served as Deputy Assistant Secretary of Defense for Legislative Affairs (Senate) and Republican Staff Director of the Senate Select Committee on Intelligence. While working for the United States Congress, he held positions in the Senate and House of Representatives as Chief of Staff, Committee Staff Director and Professional Staff Member, Legislative Director, Legislative Assistant, and Press Secretary. Since leaving government service, he has specialized in federal program and funding issues. Mr. Dykstra has provided pro bono advocacy services to Habitat for Humanity International and to leaders of the Cambodian community of Southern California for over a decade. A graduate of the Harvard Kennedy School’s Senior Managers in Government program, Jim is past president of the House of Representatives Chiefs of Staff Alumni Association and continues on its board. While on the Hill, he was on the board of the House Administrative Assistants Association. In recognition of his leadership positions during his public service career, he was selected in its inaugural class as a Stennis Fellow by the Stennis Center for Public Service. Jim has received the Distinguished Alumni Award from the University of Wisconsin-Oshkosh. He is a recipient of the Bronze Star for his service in Vietnam, as well as the Defense Department’s Outstanding Public Service Medal. Jim has served as Clerk of Session at Trinity Presbyterian Church, Arlington, VA, and he is a member of the Committee on Ministry of the National Capital Presbytery, Presbyterian Church (USA). He and his wife, the former Susan Pitts, reside in McLean, VA. They have two sons, Case and Gregory. Albert Laverge Albert Laverge is a Partner with Egon Zehnder, and is the Global Head of the firm’s Investment Banking practice. In this role, he is responsible for advising on senior appointments in the investment banking sector, capital markets and for selected clients in Private Equity, as well as advising on key succession, talent management and team assessment issues. This includes both executive roles and Boards. He joined the firm in 2003 in Amsterdam, covering Dutch Financial Services clients, and has subsequently worked for Egon Zehnder in London covering broader European Banking clients and now runs the Investment Banking practice globally from New York. Prior to Egon Zehnder, Albert had a career in both banking and corporate life. He was a Mergers & Acquisitions banker for many years with S.G.Warburg / SBC Warburg / Warburg Dillon Read / UBS Warburg, working for the bank in its various incarnations in New York, London and Amsterdam. He subsequently jointed The Atlantic, an emerging markets-focused alternative asset manager, and was later a Director at Viacom, focused on Strategy and M&A for the international businesses of Viacom and its subsidiaries – MTV and Nickelodeon. He has an MBA from Columbia Business School, an MIA in International Economic Policy from the Columbia School of International and Public Affairs and an AB in Politics from Princeton. He is a dual-national of the Netherlands and the US. He lives in Riverside, Connecticut with his wife Kate Larkin Laverge, a senior executive with Viacom, and two children. Rudolf Molkenboer Rudolf Molkenboer was appointed President & CEO of ING Financial Holdings Corporation in March 2013. In his role, Rudolf oversees the firm's business activities in the United States, which include structured finance, commercial lending, corporate finance and financial markets sales and trading. He also has regional responsibility for similar activities as the ones mentioned above in Latin America (Mexico, Brazil and Argentina). Rudolf previously held the position of Global Head of Real Estate Finance (REF), based in The Hague, The Netherlands, and was primarily responsible for the successful integration of the global REF business (10 countries) into ING's Commercial Banking platform and led the platform during the challenging 2010 – 2012 period. He joined ING in 2007 as Global Head of the Event Finance team, which assists in structuring complex transactions and restructurings for ING clients globally. Prior to joining ING, Rudolf led the Media Benelux sector team within the wholesale division of ABN Amro from 2001 to 2007. During this last period, he was a member of the Country Management NL Committee between 2002 – 2004 and also led the sector based corporate banking business in 2004 – 2005 for Dutch corporate banking clients. He began his career at Price Waterhouse and worked there for 4 years as a tax advisor in the international tax practice. Rudolf graduated from University of Leiden with a LLM degree in fiscal law. Iwan van der Vinne Iwan van der Vinne is currently Senior Manager at Ernst & Young Transaction Advisory Services, New York where he focuses on divestiture advisory support services for corporate clients and PE portfolio companies (including extensive carve-out and SEC financial reporting support). He assisted Eastman Kodak Company in its emergence from bankruptcy during 2013. In addition, he performs buy side due diligences in various industries for private equity clients and strategic buyers both national and international. Formerly Mr. Van der Vinne was a Manager at PwC Transaction Services, also in New York. There he worked primarily on buy side due diligences focusing on Quality of Earnings/Assets, debt-like items, carveouts, purchase price adjustments and working capital reviews. Deals were in the range of $100m to $15bn in various industries for private equity clients and strategic buyers. Prior to that Iwan Vandervinne was a Senior Associate & Manager at Ernst & Young’s Audit Practice. He worked within the financial audit practice and managed the audit teams, performed financial risk assessment, designed and implemented tests of internal controls, performed audit procedures on financial statement accounts, and discussed management letters for purposes of internal control improvements for clients in the oil & utilities industries, retail and financial services. Mr. Van der Vinne is a Certified Public Accountant registered in the states of New York and New Hampshire. He holds a Certified Internal Auditor degree from the University of Amsterdam, Faculty of Economics, (1999-2001). He is a Certified Chartered Accountant in The Netherlands (“RA”). Mr. Van der Vinne also passed level 1 of the CFA Institute’s Chartered Financial Analyst program (Dec. 2006). Mr. Van der Vinne holds his Masters in Business Economics: University of Groningen, Faculty of Management & Organization (1992-1997). Mr. van der Vinne is a current member of the NAF’s Audit Committee and the proposed new Chair of the NAF’s Audit Committee effective 1 July 2014. He was actively involved in the New York Private Equity Network (“NYPEN”), participates in the private equity firm Blackstone's soccer team. He is President of the NYC Holland team that participates in the competitive Cosmos Copa tournament, the official Mayor’s cup, affiliated with the New York Cosmos. He is a member of Presidents’ committee of the Cosmos Copa tournament and was a soccer player in the Dutch highest amateur soccer league for Be Quick 1887 and H.Z.V.V. Iwan Van der Vinne is fluent in Dutch and English and conversant in Portuguese and German. Iwan currently resides with his wife Christiane Yu and daughter Camila in the Upper West Side. EXISTING DIRECTORS FOR RE-ELECTION The following members of the Board are being nominated for re-election to a new three-year term on the Board of Directors: Mr. Peter Hoekstra Peter Hoekstra is currently a senior advisor in Dickstein Shapiro’s Public Policy & Law Practice, based in Washington, DC. He retired from the U.S. House of Representatives on January 3, 2011. During his nine terms representing Michigan’s 2nd Congressional District, Representative Hoekstra was the Republican point man on national security issues, serving as both chairman and ranking member of the House Permanent Select Committee on Intelligence. He was also deeply engaged in labor and education issues, as well as congressional oversight efforts. As the House intelligence chairman from 2004 to 2006, Representative Hoekstra played a decisive role enacting the bipartisan bill that created a director of national intelligence, the cabinet-level post which now oversees the CIA and other U.S. intelligence agencies. The new office was the top recommendation of the 9/11 Commission. During his years as a high-ranking member of the House Education & Labor Committee, Representative Hoekstra was a vocal advocate for local and state control of U.S. public schools. In that time he worked closely with current House Speaker John Boehner – who served as committee chair – and sat on the Early Childhood, Elementary & Secondary Education Subcommittee. Between 1995 and 2001, Representative Hoekstra chaired the Education & Labor Committee’s Oversight Subcommittee, during which time he headed a high-profile investigation into election corruption within the Teamsters union. Representative Hoekstra was elected to the U.S. Congress in 1992 after a 15-year career as a furniture company executive. He was a member of the Republican Study Committee, the Congressional Automotive Caucus, the Congressional Fire Services Caucus, the Congressional Sportsman’s Caucus, and the Tea Party Caucus. He retired from the House at the end of 2010. A Dutch-born American citizen, Representative Hoekstra was the founding chairman of the Congressional Caucus on the Netherlands and maintains very strong ties to that country, as well as to the Dutch community in the United States. In 2008, he was appointed Officer in the Order of Orange-Nassau, a royal honor, by the Dutch monarchy in recognition of his extraordinary service to society. Representative Hoekstra received an MBA from the University of Michigan’s Ross School of Business in 1977 and earned his undergraduate degree from Hope College in Holland, Michigan in 1975. Mr. Paul J. Klaassen Paul J. Klaassen is the Founder of Sunrise Senior Living. He founded Sunrise with his wife Terry in 1981 to pioneer the assisted living concept in the US, a new resident-centered model of eldercare based loosely on Dutch-assisted living models in which his Omas (grandmothers) lived in the Netherlands. Known for its award-winning architecture and resident-centered services, Sunrise communities provide a full range of personalized senior living services. Sunrise operates over 400 senior living communities in the United States, the U.K. and Canada with revenues of over two billion dollars. He founded the industry trade association ALFA (Assisted Living Federation of America) in 1990 and served as its Founding Chairman until 1994. Mr. Klaassen serves on the board of directors of the United States Chamber of Commerce and on the NAF Board of Directors and is a member of the NAF Awards Dinner Committee. Prof. Theodore H.M. Prudon Theodore H.M. Prudon, PhD, FAIA, a leading expert on the preservation of modern architecture, was educated at the University of Delft, Netherlands, where he received a master degree in architecture and at Columbia University where he obtained his master’s and doctorate degrees. He is a practicing architect in New York City, and an associate professor of historic preservation in Columbia University's Graduate School of Architecture, Planning and Preservation and Pratt Institute’s School of Architecture. Prudon serves on the board of the James Marston Fitch Charitable Foundation, is the President of DOCOMOMO US and a board member of Lisbon, Portugal, based DOCOMOMO International, an organization dedicated to the study and preservation of significant works of Modern Movement architecture, landscape design, and urban planning around the world. He is a fellow of the American Institute of Architects and a member of the Dutch Society of Architects. Prudon is the author of Preservation of Modern Architecture, which won the Association for Preservation Technology International Lee Nelson Book Award. Japanese and Chinese editions of the book appeared in print in 2012. Theodore Prudon is a long-standing member of the NAF Board of Directors and its Executive Committee, and serves as Chair of the Foundation’s Cultural Committee. Mr. Frans van der Minne Frans van der Minne is a 36-year veteran of the international beer business. He was born in Dubbeldam in the Netherlands, was educated in Holland and holds a degree in Marketing. He came to the U.S. as a trainee in the NAF’s student exchange program in 1971. He began his career with Heineken in 1975, working as a sales manager in the Dutch province of Brabant. He has held a succession of positions of increasing responsibility within Heineken. He has served in the Heineken Export organization in Singapore and Australia, and was in charge of exports to the Caribbean, Eastern Europe and Canada. In 1988, he was appointed General Manager of Murphy Brewery Ireland Limited in Cork, Ireland. He was named Director of the Heineken Export organization in 1989, and served in that position until he was appointed Cluster Director of Europe in 1999; this position as Cluster Director placed him in charge of the company’s operations in all of Eastern Europe, Ireland, the United Kingdom, Switzerland and Belgium. Frans was appointed President and Chief Executive Officer of Heineken USA on July 7, 2000 and assumed that position on September 1, 2000. In 2006, he returned to the Head Office in Amsterdam as Group Human Resources Director and became a member of the Executive Committee of Heineken N.V. In 2009, he became Director Strategic Partnerships, from which he officially retired in March 2011. Frans has served on the NAF’s board since 2002, on its Strategic Planning Committee in 2004 and on its Netherlands-based Director group after returning to Heineken’s head office in 2006. He also served on the board of directors of the National Forest Foundation and the Netherlands American Community Trust. In 2010, Frans was presented the Peter Stuyvesant Ball Award, a tradition started by the NAF in 1944 with Her Royal Highness Princess Juliana of the Netherlands as the first honoree. This prestigious award, bestowed only to 14 individuals in the past 67 years, is given in recognition for a lifetime of service advancing the cause of Dutch-American friendship. In the Netherlands, Frans currently serves as Chairman of the Supervisory Board, Point Logic Holding BV, Rotterdam; Chairman of the Supervisory Board, Woning Stichting Eigen Haard, Amsterdam; Member of the Board, Hotel de l 'Europe, Amsterdam; Member of the Supervisory Board, Kwast Wine Buyers, Nieuw Vennep; and Member of the Advisory Board, Jet Liquids, Amsterdam. Frans also serves as Member of the Supervisory Board, Brauerei Union AG., Vienna, Austria. Elizabeth van Schilfgaarde Elizabeth van Schilfgaarde is managing partner of NautaDutilh's New York office. She serves as Netherlands and Netherlands Caribbean (Curaçao, Aruba and St. Maarten) counsel in a wide range of international finance transactions including acquisition finance and asset based lending. She represents borrowers and issuers, as well as financial institutions, private equity funds and hedge funds. Elizabeth van Schilfgaarde graduated from Utrecht University Law School in 1989 with highest honors and received her LL.M. from Harvard Law School in 1990. She is admitted to the Amsterdam bar and the New York State bar. She joined NautaDutilh in 1996, was named partner in 1998 and served on the firm's Steering Committee for six years, three of which as chair. Elizabeth is the President of the American Foreign Law Association and is a member of the board of The Netherland-America Foundation and past chair of the NAF Nominating Committee. Elizabeth is also on the advisory board of the ABA's Working Group on Legal Opinions and a member of the ABA Legal Opinions Committee and its committee drafting a report on outbound cross border opinions. Elizabeth is recommended in Chambers USA Banking & Finance 2014, Chambers Global, Curacao 2014 and Chambers Global Banking & Finance 2013. FOR YOUR INFORMATION: IN THE MEETING IMMEDIATELY FOLLOWING THE ANNUAL MEETING OF THE MEMBERS, THE FOLLOWING CANDIDATES WILL BE PROPOSED FOR ELECTION AS OFFICERS Mr. Jan J.H. Joosten – Chairman Mr. C. Jurjan Wouda Kuipers – Treasurer Ms. Eva Das – Secretary Mr. Henk J. Guitjens Mr. Pete Hoekstra Dr. John M. Palms Dr. Theodore H.M. Prudon Mr. William Tucker The Nominating Committee, May 20, 2014 Hans Gieskes, Chair Monique Boutros Rutger Lambriex Albert Laverge C. Jurjan Wouda Kuipers