EX-99.1

Explanation of Responses

(3)  Includes 720,911 shares held by VFI, a Delaware
limited partnership, and 162,358 shares held by VFII,
a Delaware limited partnership.  The Vertical Group,
L.P., a Delaware limited partnership, is the sole
general partner of each of VFI and VFII, and The Vertical
Group GP, LLC controls The Vertical Group, L.P. Mr. Emmitt
is a Member and Manager of The Vertical Group GP, LLC,
which controls The Vertical Group, L.P. All ordinary
shares indicated as owned by Mr. Emmitt are included
because of his affiliation with The Vertical Group, L.P.
Mr. Emmitt disclaims beneficial ownership of all
securities that may be deemed to be beneficially owned
by The Vertical Group, L.P., except to the extent of
any indirect pecuniary interest therein.  This Form 4
shall not be deemed an admission that Mr. Emmitt or
any other person referred to herein is a beneficial
owner of any securities for purposes of Section 16 of
the Securities Exchange Act of 1934 or for any other
purpose.

EX-99.2

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints
David Mowry, Shawn McCormick and Kevin Klemz,
and each of them signing singly, and with full
power of substituion, to be the undersigned's
true and lawful attorney-in-fact to:

(1) 	Prepare, execute in the undersigned's name
and on the undersigned's behalf, and to submit to
the U.S. Securities and Exchange Commission
(the SEC) a Form ID, including amendments thereto,
and any other documents necessary or appropriate
to obtain codes and passwords enabling the
undersigned to make electronic filings with the
SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934, Rule 144 under the
Securities Act of 1933, or any rule or regulation
of the SEC; and

(2)     Execute for and on behalf of the undersigned,
in the undersigned's capacity as a director of
Tornier N.V., any Form 144 in accordance with Rule
144 under the Securities Act of 1933, as amended,
and any Form 3, Form 4 or Form 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934,
as amended, and the rules and regulations adopted
thereunder; and

(3) 	Do and perform any and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete and execute any such
Form 144, Form 3, Form 4 or Form 5, complete and
execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock
exchange or similar authority; and

(4) 	Take any other action of any type
whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such
attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as
the undersigned might or could do if personally
present, with full power of substitution or
revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not
assuming, nor is Tornier N.V. assuming, any of the
undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934,
as amended, or Form 144 of the Securities Act of
1933, as amended.

This Power of Attorney shall remain in full
force and effect until the undersigned is no longer
required to file Form 144s, Form 3s, Form 4s or
Form 5s with respect to the undersigned's holdings
of and transactions in securities issued by Tornier
N.V., unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed effective as
of this 12th day of February, 2013.

/s/ Richard B. Emmitt
Signature
Richard Emmitt
Print Name