MISCELLANEOUS EXHIBITS
Published on February 14, 2011
POWER OF
ATTORNEY
APG
Algemene Pensioen Groep NV.
APG
Algemene Pensioen Groep N.V., a public company (naamloze vennootschap), having
its seat (statutaire zetel) in Heerlen, the Netherlands and its registered place
of business at Oude Lindestraat 70, 6411 EJ Heerlen, the Netherlands, registered
with the Chamber of Commerce of Limburg with registration number 14099617 (the
“Grantor).
Whereas:
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(a)
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the
Grantor is charged with the management and administration of the assets of
Stichting Pensioenfonds ABP (ABP”) and ABP has granted a separate power of
attorney as attached to this document to Grantor for the performance in
the name of ABP of any acts, including acts of disposal, which in the
opinion of Grantor are desirable for the purpose of the management of the
assets of ABP (Assets”). This power of attorney also comprises (but is not
limited to) the performance of any (legal) acts in name of and at the
risks and expense of ABP, including (but not limited to) the performance
of transactions in financial instruments as well as any other (legal) acts
that either arise from the management of the Assets or are necessary of
desirable in connection therewith (such as (but not limited to) giving
instructions to the custodians (bewaarnemers) of the Assets and exercising
controlling rights which are attached to the financial
instruments
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(b)
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the
powers of the Grantor include (where appropriate as attorney-in-fact of
and in the name of ABP): to employ, retain, replace or otherwise secure or
enter into agreements or other undertakings with persons or firms in
connection with the management all on such terms and for such
consideration as the Grantor deems advisable and Grantor may in its turn
grant a power of attorney to another person to perform, directly or
indirectly, acts in the name of ABP within the limits of this power of
attorney, whereupon the other person for the application of this power of
attorney will be an authorized person as
well,
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The
Grantor has engaged its affiliate APG Asset Management US Inc. to perform
certain (legal) acts in respect of ABP and the Grantor hereby appoints APG Asset
Management US Inc. as its true and lawful attorney (the “Attorney”) to perform
any and all (legal) act the Grantor is entitled to perform in accordance with
said accounts, including to act in the name of ABP.
The
Grantor declares that this power of attorney expressly includes:
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the
authority for the Attorney to delegate its authority thereunder in part or
in whole to one or more sub-attorneys by way of a written sub power of
attorney (ondervolmacht); and
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the
authority to cancel or postpone the entering into, delivery, signing or
performance of any document, deed, instrument, agreement, notice, letter,
acknowledgement, memorandum, statement and certificate as may be
ancillary, necessary, required or useful in connection with the actions as
referred to above.
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The
Grantor undertakes, when 50 requested, that it will ratify and confirm whatever
the Attorney shall lawfully do or cause to be done pursuant to the powers
conferred to such Attorney under this power of attorney.
The
Grantor declares that the power of attorney has also been granted for the
benefit of other persons which are a party to any document and shall be
irrevocable.
This
power of attorney shall be governed by Dutch law.
IN
WITNESS WHEREOF, the undersigned has executed this power of attorney on February
1st,
2010.
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/s/
E.C.E. Swidersky
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/s/
H.J.M.T. Hamers
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Name:
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E.C.E.
Swidersky
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Name:
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H.J.M.T.
Hamers
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Title:
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Attorney-in-fact
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Title:
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Attorney-in
fact
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(gevolmachtigde)
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(gevolmachtigde)
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POWER OF
ATTORNEY
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1.
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The
foundation established under Dutch law: “Stichting Pensioenfonds ABP’
whose seat is in Heerlen, hereinafter referred to as “ABP, duly
represented by:
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mister
drs. E H T M Nijpels chairman of the Governing
Board of ABP
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mister
drs. X J den Uyl vice-chairman of the Governing Board of
ABP
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mister
B.H.J.J.M. Volkers secretary of the Governing Board ot
ABP,
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Herby grants cower of
attorney to.
The
limited liability company established under Dutch law: “APO Algemene Pensioen
Groep NV.4 whose corporate seat is in Heerlen, hereinafter referred to as: “APG”
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2.
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This
power of attorney is granted for the performance, in the name of ABP, of
any (legal) acts, including acts of disposal, which in the opinion of APG
are desirable for the purpose of the management of the assets of ABP
(‘Assets”). This power of attorney also comprises (but is not limited to)
the performance of any (legal) acts in name of and at the risk and expense
of ABP, including (but not limited to) the performance of transactions in
financial instruments as well as any other (legal) acts that either arise
from the management of the Assets or are necessary of desirable in
connection therewith (such as (but not limited to) giving instructions to
the custodians (bewaarnemers) of the Assets and exercising controlling
rights which are attached to the financial instruments
that form pan of the
Assets).
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3.
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This
power of attorney
shall remain effective for an indefinite period of time until it
will be withdrawn in writing by ABP. Such withdrawal will not effect the
validity of legal acts performed while this power of attorney was in
force.
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4.
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When
performing acts while exercising this power of attorney,
APG shall be able to act as the counter party of ABP or as the authorized
person of one or more other parties involved in acts referred to in
paragraph 2.
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5.
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APG
may grant a power of attorney to another person to perform, directly or
indirectly,
acts in the name of ABP within the limits of this power of attorney,
whereupon the other person for the application of this power of attorney
ill be an authorized person as
well.
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6.
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The
relationship between ABP an APG under this power of attorney shall be
governed by Dutch law exclusively.
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This
power of attorney is considered to be effective as from February 29,
2008.
Signed in
Amsterdam on January 21st,
2010.
Stichting
Pensioenfonds ABP,
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/s/
drs.E.H.T.M. Nijpels
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drs.
E.H.T.M. Nijpels, chariman
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/s/
drs. X.J. den Uyl
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drs.
X.J. den Uyl, vice-chairman
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/s/
B.H.J.J.M. Volkers
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B.H.J.J.M.
Volkers, secretary
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