As filed with the Securities and Exchange Commission on March 31, 2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [                ] to [                ]

or

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                 

For the transition period from [                ] to [                ]

Commission file number: 001-35053

InterXion Holding N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

(Jurisdiction of incorporation or organization)

Tupolevlaan 24

1119 NX Schiphol-Rijk

The Netherlands

+31 20 880 7600

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Ordinary shares, with a nominal value of €0.10 each	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

69,919,244 ordinary shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:    Yes  x    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x                Accelerated filer  ¨                Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP   ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board  x Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:    Item 17  ¨    Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  ¨    No  ¨

Introduction

Presentation of Financial Information

Unless otherwise indicated, the financial information in this annual report has been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board. The significant IFRS accounting policies applied to our financial information in this annual report have been applied consistently.

Financial Information

The financial information included in “Financial Statements” is covered by the auditors’ report included therein. The audit was carried out in accordance with standards issued by the Public Company Accounting Oversight Board (United States).

EBITDA and Adjusted EBITDA

In this annual report we refer to our EBITDA and Adjusted EBITDA. We define EBITDA as operating profit plus depreciation, amortization and impairment of assets. We define Adjusted EBITDA as EBITDA adjusted to exclude share-based payments, M&A transaction costs¹, increase/decrease in provision for onerous lease contracts, M&A transaction break fee income, and income from sub-leases of unused data center sites. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. For a reconciliation of EBITDA and Adjusted EBITDA to Operating profit/(loss) and Profit for the year attributable to shareholders, see “Operating and Financial Review and Prospects—EBITDA and Adjusted EBITDA.” EBITDA, Adjusted EBITDA and other key performance indicators may not be indicative of our historical results of operations, nor are they meant to be predictive of future results.

Additional Key Performance Indicators

In addition to EBITDA and Adjusted EBITDA, our management also uses the following key performance indicators as measures to evaluate our performance:

• Equipped Space: the amount of data center space that, on the relevant date, is equipped and either sold or could be sold, without making any significant additional investments to common infrastructure. Equipped Space at a particular data center may decrease if either (a) the power requirements of customers at a data center change so that all or a portion of the remaining space can no longer be sold as the space does not have enough power capacity and/or common infrastructure to support it without further investment or (b) if the design and layout of a data center changes to meet among others, fire regulations or customer requirements, and necessitates the introduction of common space (such as corridors) which cannot be sold to individual customers;

• Revenue Generating Space is defined as the amount of Equipped Space that is under contract and billed on the relevant date;

• Utilization Rate: on the relevant date, Revenue Generating Space as a percentage of Equipped Space. Some Equipped Space is not fully utilized due to customers’ specific requirements regarding the layout of their equipment. In practice, therefore, Utilization Rate does not reach 100%;

• Recurring Revenue Percentage: Recurring Revenue during the relevant period as a percentage of total revenue in the same period. Recurring Revenue comprises revenue that is incurred from colocation and associated power charges, office space, amortized set-up fees and certain recurring managed services (but excluding any ad hoc managed services) provided by us directly or through third parties. Rents received for the sublease of unused sites are excluded. Monthly Recurring Revenue is the contracted Recurring Revenue over a full month excluding energy usage revenues, amortized set-up fees and the sub-leasing of office space; and

¹  M&A transaction costs are costs associated with the evaluation, diligence and conclusion or termination of merger or acquisition activity. In the year ended December 31, 2015, M&A transaction costs included €10.7 million related to the abandoned merger with TelecityGroup, and €1.1 million related to other activity including the evaluation of potential asset acquisitions.

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• Average Monthly Churn: the average of the Churn Percentage in each month of the relevant period. Churn Percentage in a month is the contracted Monthly Recurring Revenue which came to an end during the month as a percentage of the total contracted Monthly Recurring Revenue at the beginning of the month.

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Recurring Revenue and Average Monthly Churn are all non-GAAP measures. Together with the other key performance indicators listed above, they serve as additional indicators of our operating performance and are not required by, or presented in accordance with, IFRS. They are not intended as a replacement for, or alternatives to, measures such as cash flows from operating activities and operating profit as defined and required under IFRS. We believe that EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and our other key performance indicators are measures commonly used by analysts, investors and peers in our industry. We have, therefore, disclosed this information to permit a more complete analysis of our operating performance. EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and our other key performance indicators, as we calculate them, may not be comparable to similarly titled measures reported by other companies. For a reconciliation of EBITDA and Adjusted EBITDA to operating profit/(loss), see “Operating and Financial Review and Prospects—EBITDA and Adjusted EBITDA.” EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and our other key performance indicators listed above may not be indicative of our historical results of operations, nor are they meant to be predictive of future results.

Currency Presentation and Convenience Translations

Unless otherwise indicated, all references in this annual report to “euro” or “€” are to the currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended. All references to “dollars,” “$,” “U.S. $” or “U.S. dollars” are to the lawful currency of the United States. We prepare our financial statements in euro.

Solely for convenience, this annual report contains translation of certain euro amounts into U.S. dollars based on the noon buying rate of €1.00 to U.S. $1.0859 in The City of New York for cable transfers of euro as certified for customs purposes by the Federal Reserve Bank of New York as of December 31, 2015. These translation rates should not be construed as representations that the euro amounts have been, could have been or could be converted into U.S. dollars at that or any other rate. See “Exchange Rate Information.”

Metric Convenience Conversion

This annual report contains certain metric measurements and for your convenience, we provide the conversion of metric units into U.S. customary units. The standard conversion relevant for this annual report is approximately 1 meter = 3.281 feet or 1 square meter = 10.764 square feet.

Rounding

Certain financial data in this annual report, including financial, statistical and operating information have been subject to rounding adjustment. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables contained in this annual report may not conform exactly to the total figure given for that column or row. Percentages in tables have been rounded and accordingly may not add up to 100%.

No Incorporation of Website Information

The contents of our website do not form part of this annual report.

Terminology

The terms the “Group”, “we”, “our” and “us” refer to InterXion Holding N.V. (the “Company”) and its subsidiaries, as the context requires.

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MARKET, ECONOMIC AND INDUSTRY DATA

Information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to our business contained in this annual report consists of estimates based on data and reports compiled by professional organizations and analysts, on data from other external sources, and on our knowledge of our sales and markets. In many cases, there is no readily available external information (whether from trade associations, government bodies or other organizations) to validate market-related analyses and estimates, requiring us to rely on internally developed estimates. While we have compiled, extracted and reproduced market or other industry data from external sources which we believe to be reliable, including third parties or industry or general publications, we have not independently verified that data. Similarly, our internal estimates have not been verified by any independent sources.

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Forward-Looking Statements

This annual report on Form 20-F contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to all statements other than statements of historical fact regarding our business, financial condition, results of operations and certain of our plans, objectives, assumptions, projections, expectations or beliefs with respect to these items and statements regarding other future events or prospects. These statements include, without limitation, those concerning: our strategy and our ability to achieve it; expectations regarding sales, profitability and growth; plans for the construction of new data centers; our possible or assumed future results of operations; research and development, capital expenditure and investment plans; adequacy of capital; and financing plans. The words “aim,” “may,” “will,” “expect,” “anticipate,” “believe,” “future,” “continue,” “help,” “estimate,” “plan,” “schedule,” “intend,” “should,” “shall” or the negative or other variations thereof as well as other statements regarding matters that are not historical fact, are or may constitute forward-looking statements.

In addition, this annual report includes forward-looking statements relating to our potential exposure to various types of market risks, such as foreign exchange rate risk, interest rate risks and other risks related to financial assets and liabilities. We have based these forward-looking statements on our management’s current view with respect to future events and financial performance. These views reflect the best judgment of our management but involve a number of risks and uncertainties which could cause actual results to differ materially from those predicted in our forward-looking statements and from past results, performance or achievements. Although we believe that the estimates reflected in the forward-looking statements are reasonable, those estimates may prove to be incorrect. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from these expressed or implied by these forward-looking statements. These factors include, among other things:

• operating expenses cannot be easily reduced in the short term;

• inability to utilize the capacity of newly planned data centers and data center expansions;

• significant competition;

• cost and supply of electrical power;

• data center industry over-capacity; and

• performance under service level agreements.

These risks and others described under “Risk Factors” are not exhaustive. Other sections of this annual report describe additional factors that could adversely affect our business, financial condition or results of operations. We urge you to read the sections of this annual report entitled Item 3 “Key Information–Risk Factors,” Item 4 “Information on the Company” and Item 5 “Operating and Financial Review and Prospects” for a more complete discussion of the factors that could affect our future performance and the industry in which we operate. Additionally, new risk factors can emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.

All forward-looking statements included in this annual report are based on information available to us on the date of this annual report. We undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this annual report.

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TABLE OF CONTENTS

	Page
PART I
ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS		7
ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE		8
ITEM 3: KEY INFORMATION		9
ITEM 4: INFORMATION ON THE COMPANY		30
ITEM 4A: UNRESOLVED STAFF COMMENTS		40
ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS		41
ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		61
ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		69
ITEM 8: FINANCIAL INFORMATION		71
ITEM 9: THE OFFER AND LISTING		72
ITEM 10: ADDITIONAL INFORMATION		73
ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		89
ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		90
PART II
ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		91
ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		92
ITEM 15: CONTROLS AND PROCEDURES		93
ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT		94
ITEM 16B: CODE OF ETHICS		95
ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES		96
ITEM 16D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		97
ITEM 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		98
ITEM 16F: CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		99
ITEM 16G: CORPORATE GOVERNANCE		100
ITEM 16H: MINE SAFETY DISCLOSURE		101
PART III
ITEM 17: FINANCIAL STATEMENTS		102
ITEM 18: FINANCIAL STATEMENTS		103
ITEM 19: EXHIBITS		104

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PART I

ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

For the identity of Directors and Senior Management reference is made to “Item 6: Directors, Senior Management and Employees.” Identification of Advisors is not applicable for this Form 20-F.

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ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

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ITEM 3: KEY INFORMATION

Selected Historical Consolidated Financial Data

The following selected financial data as of and for the years ended December 31, 2015, 2014 and 2013 have been derived from our audited consolidated financial statements, which are included elsewhere in this annual report. The selected financial data as of and for the years ended December 31, 2012 and December 31, 2011 have been derived from our audited consolidated financial statements not included in this annual report. Our audited consolidated financial statements included in this annual report have been prepared and presented in accordance with IFRS as issued by the International Accounting Standards Board and have been audited by KPMG Accountants N.V., an independent registered public accounting firm.

You should read the selected financial data in conjunction with our consolidated financial statements and related notes and Item 5 “Operating and Financial Review and Prospects” included elsewhere in this annual report. Our historical results do not necessarily indicate our expected results for any future periods.

	Year ended December 31,			Year ended December 31,
	2015(1)			2015			2014			2013			2012			2011
	(U.S. $’000, except per share amounts and number of shares in thousands)			(€’000, except per share amounts and number of shares in thousands)
Income statement data
Revenue		419,766			386,560			340,624			307,111			277,121			244,310
Cost of sales		(164,637	)		(151,613	)		(139,075	)		(124,141	)		(113,082	)		(101,766	)
Gross profit		255,129			234,947			201,549			182,970			164,039			142,544
Other income		23,117			21,288			271			341			463			487
Sales and marketing costs		(30,640	)		(28,217	)		(24,551	)		(22,818	)		(20,100	)		(17,680	)
General and administrative costs		(143,888	)		(132,505	)		(98,884	)		(90,134	)		(79,243	)		(67,258	)
Operating profit		103,718			95,513			78,385			70,359			65,159			58,093
Net finance expense		(31,515	)		(29,022	)		(27,876	)		(57,453	)		(17,746	)		(22,784	)
Profit before taxation		72,203			66,491			50,509			12,906			47,413			35,309
Income tax (expense)/income		(19,465	)		(17,925	)		(15,449	)		(6,082	)		(15,782	)		(9,737	)
Profit for the year attributable to shareholders		52,738			48,566			35,060			6,824			31,631			25,572
Basic earnings per share(2)		0.76			0.70			0.51			0.10			0.47			0.40
Diluted earnings per share(2)		0.75			0.69			0.50			0.10			0.46			0.39
Number of shares(2) (3)		69,919			69,919			69,317			68,867			68,176			66,129
Weighted average number of shares for Basic earnings per share(2) (4)		69,579			69,579			69,048			68,584			67,309			64,176
Weighted average number of shares for Diluted earnings per share(2) (4)		70,499			70,499			69,922			69,345			68,262			65,896

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	Year ended December 31,			Year ended December 31,
	2015(1)			2015			2014			2013			2012			2011
	U.S. $’000, except per share amounts and number of shares in thousands)			(€’000, except per share amounts and number of shares in thousands)
Cash flow statement data
Net cash flows from/(used in) operating activities		137,985			127,070			104,418			72,563			89,082			64,043
Net cash flows from/(used in) investing activities		(204,066	)		(187,923	)		(217,927	)		(143,381	)		(179,105	)		(161,011	)
Net cash flows from/(used in) financing activities		19,753			18,190			167,628			47,911			15,883			140,330
Capital expenditures including intangibles(5)		(209,183	)		(192,636	)		(216,277	)		(143,381	)		(178,331	)		(161,956	)

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	Year ended December 31,		Year ended December 31,
	2015(1)		2015		2014		2013		2012		2011
	(U.S. $’000)		(€’000)
Balance sheet data
Trade and other current assets		153,692		141,534		122,412		96,703		74,854		67,874
Cash and cash equivalents(6)		63,584		58,554		99,923		45,690		68,692		142,669
Current assets		217,276		200,088		222,335		142,393		143,546		210,543
Non-current assets		1,142,340		1,051,976		950,768		768,382		675,678		533,738
Total assets		1,359,616		1,252,064		1,173,103		910,775		819,224		744,281
Current liabilities		186,596		171,835		175,697		140,125		134,109		133,799
Non-current liabilities		622,016		572,812		561,261		382,748		309,541		279,921
Total liabilities		808,612		744,647		736,958		522,873		443,650		413,720
Shareholders’ equity		551,004		507,417		436,145		387,902		375,574		330,561
Total liabilities and shareholders’ equity		1,359,616		1,252,064		1,173,103		910,775		819,224		744,281

Notes:

(1) The “Income statement data,” “Cash flow statement data” and “Balance sheet data” as of and for the year ended December 31, 2015 have been translated for convenience only based on the noon buying rate in The City of New York for cable transfers of euro as certified for customs purposes by the Federal Reserve Bank of New York as of December 31, 2015 for euros into U.S. dollars of €1.00 = U.S. $1.0859. See “Exchange Rate Information” for additional information.

(2) “Basic earnings per share”, “Diluted earnings per share” and “Number of shares” have been adjusted to reflect the five-to-one reverse stock split, which occurred in conjunction with our initial public offering in January 2011.

(3) “Number of shares” is in thousands as of the end of the year.

(4) “Weighted average number of shares for Basic earnings per share” and “Weighted average number of shares for Diluted earnings per share” are in thousands.

(5) Capital expenditures including intangible assets represent payments to acquire property, plant & equipment and intangible assets as recorded on our consolidated statement of cash flows as “Purchase of property, plant and equipment” and “Purchase of intangible assets” respectively.

(6) Cash and cash equivalents includes €4.9 million, €5.3 million, €4.1 million, €5.0 million and €4.8 million as of December 31, 2015, December 31, 2014, December 31, 2013, December 31, 2012 and December 31, 2011, respectively, which is restricted and held as collateral to support the issuance of bank guarantees on behalf of a number of subsidiary companies.

Exchange Rate Information

We publish our financial statements in euro. The conversion of euro into U.S. dollars in this annual report is solely for the convenience of readers. The exchange rates of euro into U.S. dollars are based on the noon buying rate in The City of New York for cable transfers of euro as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise noted, all translations from euro to U.S. dollars and from U.S. dollars to euro in this annual report were made at a rate of €1.00 to U.S. $ 1.0859, the noon buying rate in effect as of December 31, 2015. We make no representation that any euro or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or euro, as the case may be, at any particular rate, the rates stated below, or at all.

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The following table sets forth information concerning exchange rates between the euro and the U.S. dollar for the periods indicated.

	Low		High
	(U.S. $ per €1.00)
Month:
September 2015		1.1104		1.1358
October 2015		1.0963		1.1437
November 2015		1.0562		1.1026
December 2015		1.0573		1.1025
January 2016		1.0743		1.0964
February 2016		1.0868		1.1362
March 2016 (through March 25, 2016)		1.0845		1.1316
	Average for Period(1)
	(U.S. $ per €1.00)
Year ended December 31,:
2011		1.4002
2012		1.2909
2013		1.3303
2014		1.3210
2015		1.1032

Source: Federal Reserve Bank of New York

Note:

(1) Annual averages are calculated from month-end exchange rates by using the average of the exchange rates on the last day of each month during the year.

On March 25, 2016, the noon buying rate was €1.00 to U.S. $1.1164.

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Risk Factors

In addition to the other information contained in this annual report on Form 20-F, you should carefully consider the following risk factors. If any of the possible events described below occurs, our business, financial condition, results of operations or prospects could be adversely affected. The risks and uncertainties below are those known to us and that we currently believe may materially affect us.

Risks Related to our Business

We cannot easily reduce our operating expenses in the short term, which could have a material adverse effect on our business in the event of a slowdown in demand for our services or a decrease in revenue for any reason.

Our operating expenses primarily consist of personnel, power and property costs. Personnel and property costs cannot be easily reduced in the short term. Therefore, we are unlikely to be able to reduce significantly our expenses in response to a slowdown in demand for our services or any decrease in revenue. The terms of our leases with landlords for facilities that serve as data centers are typically for a minimum period of 10 to 15 years (excluding our extension options) and do not provide us with an early termination right, while our colocation contracts with customers are initially typically for only three to five years. As of December 31, 2015, 55% of our Monthly Recurring Revenue was generated by contracts with terms of one year or less remaining. Our personnel costs are fixed due to our contracts with our employees having set notice periods and local law limitations in relation to the termination of employment contracts. In respect of our power costs, there is a minimum level of power required to keep our data centers running irrespective of the number of customers using them so our power costs may exceed the amount of revenue derived from power. We could have higher than expected levels of unused capacity in our data centers if, among other things:

• our existing customers contracts are not renewed and those customers are not replaced by new customers;

• internet and telecommunications equipment becomes smaller and more compact in the future;

• there is an unexpected slowdown in demand for our services; or

• we are unable to terminate or amend our leases when we have underutilized space at a data center.

If we have higher than expected levels of unused space at a data center at any given time, we may be required to operate a data center at a loss for a period of time. If we have higher than expected levels of unused capacity in our data centers and we are unable to reduce our expenses accordingly, our business, financial condition and results of operations would be materially adversely affected.

Our inability to utilize the capacity of newly planned data centers and data center expansions in line with our business plan would have a material adverse effect on our business, financial condition and results of operations.

Historically, we have made significant investments in our property, plant and equipment and intangible assets in order to expand our data center footprint and total Equipped Space as we have grown our business. In the year ended December 31, 2015 we invested €192.6 million in property, plant and equipment (€186.1 million) and intangible assets (€6.5 million). In the year ended December 31, 2014 we invested €216.3 million in property, plant and equipment (€213.0 million) and intangible assets (€3.3 million). Investments in property, plant and equipment includes expansion, upgrade, maintenance and general administrative IT equipment. Investments in intangible assets include power grid rights and software development.

We expect to continue to invest as we expand our data center footprint and increase our Equipped Space based on demand in our target markets. Our total annual investment in property, plant and equipment includes maintenance and replacement capital expenditures. Although in any one year the amount of maintenance and replacement capital expenditures may vary, we expect that such expenses will be between 4% and 6% of total revenue in the long term.

We currently hold title to the AMS3, AMS6, BRU1, CPH2, FRA8, FRA10, MRS1, PAR3, PAR5 and VIE properties. We completed the acquisition of the VIE properties and terminated the VIE financial lease in January 2015. In June 2015 we finalized the development of the building that will house the FRA10 data center. This building is located on freehold land owned by us.

We exercised certain purchase options and agreed to purchase the PAR7 freehold land, on which we own the PAR7 data center, and the AMS7 freehold land and properties. The PAR7 and AMS7 properties are currently reported as financial leases, and they will be reported as such until the acquisitions are completed.

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We also lease space for data centers and typically begin construction before entering into contractual agreements with customers to utilize our data centers under construction. In some cases, we enter into lease agreements for data centers or begin expansions at our existing data centers without any pre-existing customer commitments to use the additional space that will be created. If we open a new data center or complete an expansion at an existing data center, we will be required to pay substantial up-front and ongoing costs associated with that data center, including leasehold improvements, basic overhead costs and rental payments, regardless of whether or not we have any agreements with customers to utilize those data centers.

As a result of our expansion plans, we will incur capital expenditures, and as a result, an increase in other operating expenses, which will negatively impact our cash flow, and depreciation that together will negatively impact our profitability unless and until these new and expanded data centers generate enough revenue to exceed their operating costs and related capital expenditures. There can be no guarantee that we will be able to sustain or increase our profitability if our planned expansion is not successful or if there is not sufficient customer demand in the future to realize expected returns on these investments. Any such development would have a material adverse effect on our business, financial condition and results of operations.

If we are unable to expand our existing data centers or locate and secure suitable sites for additional data centers on commercially acceptable terms our ability to grow our business may be limited.

Our ability to meet the growing needs of our existing customers and to attract new customers depends on our ability to add capacity by expanding existing data centers or by locating and securing suitable sites for additional data centers that meet our specifications, such as proximity to numerous network service providers, access to a significant supply of electrical power and the ability to sustain heavy floor loading. We have reached high utilization levels at some of our data centers and therefore any increase in these locations would need to be accomplished through the lease of additional property that satisfies our requirements. Property meeting our specifications may be scarce in our target markets. If we are unable to identify and enter into leases on commercially acceptable terms on a timely basis for any reason including due to competition from other companies seeking similar sites who may have greater financial resources than us, or are unable to expand our space in our current data centers, our rate of growth may be substantially impaired.

Our capital expenditures, together with ongoing operating expenses and obligations to service our debt, will be a drain on our cash flow and may decrease our cash balances. The capital markets in the recent past have been and may again become limited for external financing opportunities. Additional debt or equity financing, especially in the current credit-constrained climate, may not be available when needed or, if available, may not be available on satisfactory terms. Our inability to obtain needed debt and/or equity financing or to generate sufficient cash from operations may require us to prioritize projects or curtail capital expenditures which could adversely affect our results of operations.

Failure to renew or maintain real estate leases for our existing data centers on commercially acceptable terms, or at all, could harm our business.

For the leased properties on which our data centers are located, we generally enter into leases for initial minimum periods of 10 to 15 years (excluding renewal options). Including renewal options, the lease properties are generally secured for terms of 20 to 25 years. The majority of our leases are subject to an annual inflation-linked increase in rent and, on renewal (or earlier in some cases), the rent we pay may be reset to the current market rate. There is, therefore, a risk that there will be significant rent increases when the rent is reviewed.

Our leases in France, Ireland and the United Kingdom do not contain contractual options to renew or extend those leases, and we have exhausted or may in the future exhaust such options in other leases. With respect to our operating leases in France, certain landlords may terminate our operating leases following the expiration of the original lease period (being 12 years from the commencement date), and the other leases in France may be terminated by the landlords at the end of each three year period upon giving six months prior notice in the event the landlord wishes to carry out construction works to the building. The non-renewal of leases for our existing data center locations, or the renewal of such leases on less favorable terms, is a potentially significant risk to our ongoing operations. We would incur significant costs if we were forced to vacate one of our data centers due to the high costs of relocating our own and our customers’ equipment, installing the necessary infrastructure in a new data center and, as required by most of our leases, reinstating the vacated data center to its original state. In addition, if we were forced to vacate a data center, we could lose customers that chose our services based on location. If we fail to renew any of our leases, or the renewal of any of our leases is on less favorable terms and we fail to increase revenues sufficiently to offset the higher rental costs, this could have a material adverse effect on our business, financial condition and results of operations.

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Our leases may obligate us to make payments beyond our use of the property.

Our leases generally do not give us the right to terminate without penalty. Accordingly, we may incur costs under leases of data center space that is not or no longer is Revenue Generating Space. Some of our leases do not give us the right to sublet, and even if we have that right we may not be able to sublet the space on favorable terms or at all. We have incurred moderate costs in relation to such onerous lease contracts in recent years.

We may experience unforeseen delays and expenses when fitting out and upgrading data centers, and the costs could be greater than anticipated.

As we attempt to grow our business, substantial management effort and financial resources are employed by us in fitting out new, and upgrading existing, data centers. In addition, we periodically upgrade and replace certain equipment at our data centers. We may experience unforeseen delays and expenses in connection with a particular client project or data center build-out. In addition, unexpected technological changes could affect customer requirements and we may not have built such requirements into our data centers and may not have budgeted for the financial resources necessary to build out or redesign the space to meet such new requirements. Furthermore, the redesign of existing space is difficult to implement in practice as it normally requires moving existing customers. Although we have budgeted for expected build-out and equipment expenses, additional expenses in the event of unforeseen delays, cost overruns, unanticipated expenses, regulatory changes, unexpected technological changes and increases in the price of equipment may negatively affect our business, financial condition and results of operations.

No assurance can be given that we will complete the build-out of new data centers or expansions of existing data centers within the proposed timeframe and cost parameters or at all. Any such failure could have a material adverse effect on our business, financial condition and results of operations.

We may incur non-cash impairment charges to our assets, in particular to our property, plant and equipment, which could result in a reduction to our earnings.

In accordance with IFRS, we periodically monitor the remaining net book values of our investments, intangible assets and our property, plant and equipment (based on cash generating units) for indications of a material change in balance sheet carrying value, particularly indications of any impairments. It is possible that one or more data centers could begin to under-perform relative to our expectations due to changes in customer requirements or regulatory changes affecting the efficient operation of the data center which may then also result in a non-cash impairment charge. In addition, capitalized data center development costs may also be subject to impairment due to events or changes in circumstances, such as changing market conditions or any changes in key assumptions, which result in delaying or terminating a data center development project giving rise to a non-cash impairment charge.

We face significant competition and we may not be able to compete successfully against current and future competitors.

Our market is highly competitive. Most companies operate their own data centers and in many cases continue to invest in data center capacity, although there is a trend towards outsourcing. We compete against other carrier and cloud-neutral colocation data center service providers, such as Equinix Telecity, formerly Equinix and TelecityGroup, which merged in January 2016, and Telehouse. We also compete with other types of data centers, including carrier-operated colocation, wholesale and IT outsourcers and managed services provider data centers. The cost, operational risk and inconvenience involved in relocating a customer’s networking and computing equipment to another data center are significant and have the effect of protecting a competitor’s data center from significant levels of customer churn.

Further, the growth of the European data center market has encouraged new, larger companies to consider entering the market, in particular those from the United States who are active in this sector. This growth and other factors have also led to increasing alliances and consolidation. For example, as a result of the Equinix and TelecityGroup merger, we may be subject to increased competition and face a shift in the competitive landscape. In addition, many of these companies may have significantly greater financial, marketing and other resources than we do. Some of our competitors may be willing to, and due to greater financial resources, may be better able to adopt aggressive pricing policies, including the provision of discounted data center services as an encouragement for customers to utilize their other services. Certain of our competitors may also provide our target customers with additional benefits, including bundled communications services, and may do so in a manner that is more attractive to potential customers than obtaining space in our data centers.

In addition, corporations that have already invested substantial resources in in-house data center operations may be reluctant to outsource these services to a third party, or may choose to acquire space within a wholesale provider’s data center, which would allow them to manage the equipment themselves. If existing customers were to conclude that they could provide the same service in-house at a lower cost, with greater reliability, with increased security or for other reasons, they might move such services in-house and we would lose customers and business.

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We may also see increased competition for data center space and customers from wholesale data center providers, such as large real estate companies. Rather than leasing available space to large single tenants, real estate companies, including certain of our landlords, may decide to convert the space instead to smaller square meter units designed for multitenant colocation use. In addition to the risk of losing customers to wholesale data center providers, this could also reduce the amount of space available to us for expansion in the future. As a result of such competition, we could suffer from downward pricing pressure and the loss of customers (and potential customers), which would have a material adverse effect on our business, financial condition and results of operations.

Our services may have a long sales cycle that may materially adversely affect our business, financial condition and results of operations.

A customer’s decision to take space in one of our data centers typically involves a significant commitment of resources by us and by potential customers, who often require internal approvals. In addition, some customers will be reluctant to commit to locating in our data centers until they are confident that the data center has adequate available carrier connections and network density. As a result, we may have a long sales cycle lasting anywhere from three months for smaller customers to periods in excess of one year for some of our larger customers. Furthermore, we may expend significant time and resources in pursuing a particular sale or customer that does not result in revenue.

The slowdown in global economies and their delayed recovery may further impact this long sales cycle by making it extremely difficult for customers to accurately forecast and plan future business activities. This could cause customers to slow spending, or delay decision-making, on our services, which would delay and lengthen our sales cycle.

Delays due to the length of our sales cycle may have a material adverse effect on our business, financial condition and results of operations.

Our business is dependent on the adequate supply of electrical power and could be harmed by prolonged electrical power outages or increases in the cost of power.

The operation of each of our data centers requires an extremely large amount of power and we are among the largest power consumers in certain cities in which we operate data centers. We cannot be certain that there will be adequate power in all of the locations in which we operate, or intend to open additional data centers. We attempt to limit exposure to system downtime caused by power outages by using back-up generators and uninterrupted power supply systems; however, we may not be able to limit our exposure entirely even with these protections in place. We also cannot guarantee that the generators will always provide sufficient power or restore power in time to avoid loss of or damage to our customers’ and our equipment. Any loss of services or damage to equipment resulting from a temporary loss of or reduction in power at any of our data centers could harm our customers, reduce customers’ confidence in our services, impair our ability to attract new customers and retain existing customers, and result in us incurring financial obligations to our customers as they might be eligible for service credits pursuant to their service level agreements with us. Our customers may also seek damages from us.

In addition, we are susceptible to fluctuations in power costs in all of the locations in which we operate. Clients have two options with respect to power usage. They can either (i) pay for power usage in “plugs” in advance (typically included in the total cabinet price), which are contractually defined amounts of power per month, for which the customer must pay in full, regardless of how much power is actually used; or (ii) pay for their actual power usage in arrears on a metered basis. While we are contractually able to recover power cost increases from our customers, some portion of the increased costs may not be recovered or recovered in a delayed fashion based on commercial reasons and as a result, may have a negative impact on our results of operations.

Although we have not experienced any power outages that have had a material impact on our financial condition in the past, power outages or increases in the cost of power to us could have a material adverse effect on our business, financial condition and results of operations.

A general lack of electrical power resources sufficient to meet our customers’ demands may impair our ability to utilize fully the available space at our existing data centers or our plans to open new data centers.

In each of our markets, we rely on third parties to provide a sufficient amount of power for current and future customers. Power and cooling requirements are generally growing on a per customer basis. Some of our customers are increasing and may continue to increase their use of high-density electrical power equipment, such as blade servers, which can significantly increase the demand for power per customer and cooling requirements for our data centers. Future demand for electrical power and cooling may exceed the designed electrical power and cooling infrastructure in our data centers. As the electrical power infrastructure is typically one of the most important limiting factors in our data centers, our ability to utilize available space fully may be limited. This, as well as any inability to secure sufficient power resources from third-party providers, could have a negative impact on the effective available capacity of a given data center and limit our ability to grow our business.

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The ability to increase the power capacity or power infrastructure of a data center, should we decide to, is dependent on several factors including, but not limited to, the local utility’s ability and willingness to provide additional power, the length of time required to provide that power and/or whether it is feasible to upgrade the electrical infrastructure and cooling systems of a data center to deliver additional power to customers.

The availability of sufficient power may also pose a risk to the successful development of future data centers. In cities where we intend to open new data centers, we may face delays in obtaining sufficient power to operate our data centers. Our ability to secure adequate power sources will depend on several factors, including whether the local power supply is at or close to its limit, whether new connections for our data center would require the local power company to install a new substation or feeder and whether new connections for our data center would increase the overall risks of blackouts or power outages in a given geographic area.

If we are unable to utilize fully the physical space available within our data centers or successfully develop additional data centers or expand existing data centers due to restrictions on available electrical power or cooling, we may be unable to accept new customers or increase the services provided to existing customers, which may have a material adverse effect on our business, results of operations and financial condition.

A significant percentage of our Monthly Recurring Revenue is generated by contracts with terms of one year or less remaining. If those contracts are not renewed, or if their pricing terms are negotiated downwards, our business, financial condition and results of operations would be materially adversely affected.

The majority of our initial customer contracts are entered into on a fixed term basis for periods from three to five years, which, unless terminated in advance, are automatically renewed for subsequent one-year periods. Please see Item 4 “Information on the Company—Customer Contracts.” As of December 31, 2015, 55% of our Monthly Recurring Revenue was generated by contracts with terms of one year or less remaining. Consequently, a large part of our customer base could either terminate their contracts with us at relatively short notice, or seek to re-negotiate the pricing of such contracts downwards, which, if either were to occur, would have a material adverse effect on our business, financial condition and results of operations.

Our inability to use all or part of our net deferred tax assets could cause us to pay taxes at an earlier date and in greater amounts than expected.

As of December 31, 2015, we had €13.1 million of recognized net deferred tax assets and €0.2 million of unrecognized net deferred tax assets. We cannot assure you that we will generate sufficient profit in the relevant jurisdictions to utilize these deferred tax assets fully or that the tax loss availability will not expire before we have been able to fully utilize them. In addition, applicable law could change in one or more jurisdictions in which we have deferred tax assets, rendering such assets unusable. Either such event would cause us to pay taxes in greater amounts than would otherwise occur, which may have a material adverse effect on our results of operations.

Our operating results have fluctuated in the past and may fluctuate in the future, which may make it difficult to evaluate our business and prospects.

Our operating results have fluctuated in the past and may continue to fluctuate in the future, due to a variety of factors, which include:

• demand for our services;

• competition from other data center operators;

• the cost and availability of power;

• the introduction of new services by us and/or our competitors;

• data center expansion by us and/or our competitors;

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• changes in our pricing policies and those of our competitors;

• a change in our customer retention rates;

• economic conditions affecting the Internet, telecommunications and e-commerce industries; and

• changes in general economic conditions.

Any of the foregoing factors, or other factors discussed elsewhere in this annual report, could have a material adverse effect on our business, results of operations and financial condition. Although we have experienced growth in revenues during the past three financial years, this growth rate is not necessarily indicative of future operating results. In addition, a relatively large portion of our expenses cannot be reduced in the short-term, particularly personnel and property costs and part of our power costs, which means that our results of operations are particularly sensitive to fluctuations in revenues. As such, comparisons to prior reporting periods should not be relied upon as indications of our future performance. In addition, our operating results in one or more future periods may fail to meet the expectations of securities analysts or investors. If this happens, the market price of our ordinary shares may decline significantly.

We are dependent on third-party suppliers for equipment, technology and other services.

We contract with third parties for the supply of equipment (including generators, UPS systems and cabinet equipment) on which we are dependent to operate our business. Poor performance by, or any inability of, our suppliers to provide necessary equipment, products, services and maintenance could have a negative effect on our reputation and harm our business.

We depend on the ongoing service of our personnel and senior management team and may not be able to attract, train and retain a sufficient number of qualified personnel to maintain and grow our business.

Our success depends upon our ability to attract, retain and motivate highly-skilled employees, including the data center personnel who are integral to the establishment and running of our data centers, as well as sales and marketing personnel who play a large role in attracting and retaining customers. Due to several factors, including the rapid growth of the Internet, there is aggressive competition for experienced data center employees. We compete intensely with other companies to recruit and hire from this limited pool. In addition, the training of new employees requires a large amount of our time and resources. If we cannot attract, train and retain qualified personnel, we may be unable to expand our business in line with our strategy, compete for new customers or retain existing customers, which could cause our business, financial condition and results of operations to suffer.

Our future performance also depends to a significant degree upon the continued contributions of our senior management team. The loss of any member of our senior management team could significantly harm us. To the extent that the services of members of our senior management team would be unavailable to us for any reason, we would be required to hire other personnel to manage and operate our Company. There can be no assurance that we would be able to locate or employ such personnel on acceptable terms or on a timely basis.

Our failure to maintain competitive compensation packages, including equity incentives, may be disruptive to our business. If one or more of our key personnel resigns from our Company to join or form a competitor, the loss of such personnel and any resulting loss of existing or potential customers to any such competitor could harm our business, financial condition and results of operations. In addition, we may be unable to prevent the unauthorized disclosure or use of our technical knowledge, practices or procedures by departed personnel.

Disruptions to our physical infrastructure could lead to significant costs, reduce our revenues and harm our business reputation and financial results.

Our business depends on providing customers with highly reliable and secure services. A number of factors may disrupt our ability to provide services to our customers, including:

• human error;

• power loss;

• physical or electronic security breaches;

• terrorist acts;

• interruptions to the fiber network;

• hardware and software defects;

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• fire, earthquake, flood and other natural disasters;

• improper maintenance by our landlords; and

• sabotage and vandalism.

The occurrence of any of the foregoing could have a material adverse effect on our business, results of operations and financial condition. Disruptions at one or more of our data centers, whether or not within our control, could result in service interruptions or significant equipment damage, leading to significant costs and revenue reductions. Please see “—Risks Related to our Industry—Terrorist activity throughout the world and military action to counter terrorism could adversely impact our business.”

Our insurance may not be adequate to cover all losses.

The insurance we maintain covers material damage to property, business interruption and third-party liability. This insurance contains limitations on the total coverage for damage due to catastrophic events, such as flooding or terrorism. In addition, there is an overall cap on our general insurance coverage per data center in any one year. There is, therefore, a risk that if one or more data centers were damaged, the total amount of the loss would not be recoverable by us.

Also, our insurance policies include customary exclusions, deductibles and other conditions that could limit our ability to recover losses. In addition, some of our policies are subject to limitations involving co-payments and policy limits that may not be sufficient to cover losses. If we experience a loss that is uninsured or that exceeds policy limits, or if customers consider that there is a significant risk that such an event will occur, this may negatively affect our reputation, business, financial condition and results of operations.

Our failure to meet the performance standards under our service level agreements may subject us to liability to our customers, which could have a material adverse effect on our reputation, business, financial condition or results of operations.

We have service level agreements with substantially all of our customers in which we provide various guarantees regarding our level of service. Our inability to provide services consistent with these guarantees may lead to large losses for our customers, who consequently may be entitled to service credits for their accounts or to terminate their relationship with us. We have issued service credits to customers in the past due to our failure to meet service level commitments and we may do so in the future. We cannot be sure that our customers will accept these service credits as compensation in the future. Our failure or inability to meet a customer’s expectations or any deficiency in the services we provide to customers could result in a claim against us for substantial damages. Provisions contained in our agreements with customers attempting to limit damages, including provisions to limit liability for damages, may not be enforceable in all instances or may otherwise fail to protect us for liability damages.

We could be subject to costs, as well as claims, litigation or other potential liability, in connection with risks associated with the security of our data centers and our Information technology systems. We may also be subject to information technology systems failures, network disruptions and breaches of data security, which could have an adverse effect on our reputation and material adverse impact on our business.

One of our key service offerings is our high level of physical premises security. Many of our customers entrust their key strategic IT services and applications to us due, in part, to the level of security we offer. If anyone is able to breach our security, they could physically damage our and our customers’ equipment and/or misappropriate either our proprietary information or the information of our customers or cause interruptions or malfunctions in our operations.

There can be no assurance that the security of any of our data centers will not be breached or the equipment and information of our customers put at risk. Any security breach could have a serious effect on our reputation and could prevent new customers from choosing our services and lead to customers terminating their contracts early and seeking to recover losses suffered, which could have a material adverse effect on our business, financial condition and results of operations. We may incur significant additional costs to protect against physical premises security breaches or to alleviate problems caused by such breaches.

In addition, we can provide no assurance that our IT system is fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has risen as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. For example, in December 2015, we became aware that we suffered a breach in our IT security. This resulted in a temporary and localized compromise of the credentials to our customer relationship management system (“CRM”) which allowed unauthorized access to some customer and prospective customer contact details. No financial, personal or other sensitive customer data was accessed, or is stored within this system. This incident only affected our CRM system and did not impact or involve any of the data centers or services that we provide. Upon learning of this incident, we collaborated with our CRM supplier and have worked closely with our security team to ensure that all CRM information is secure. Any third-party intrusions, viruses, hacker attacks, information or data theft or similar threats against us and our IT systems may have a material adversely affect on our business, financial condition and results of operations.

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We face risks relating to foreign currency exchange rate fluctuations.

Our reporting currency for purposes of our financial statements is the euro. We also, however, earn revenues and incur operating costs in non-euro denominated currencies, such as British pounds, Swiss francs, Danish kroner, Swedish kronor and US dollars. We recognize foreign currency gains or losses arising from our operations in the period incurred. As a result, currency fluctuations between the euro and the non-euro currencies in which we do business will cause us to incur foreign currency translation gains and losses. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposure and the potential volatility of currency exchange rates. We do not currently engage in foreign exchange hedging transactions to manage the risk of our foreign currency exposure.

The slowdown in global economies and their delayed recovery may have an impact on our business and financial condition in ways that we cannot currently predict.

The European debt crisis and slowdown and delayed recovery in the global financial markets could continue to have an adverse effect on our business and our financial condition. If the market conditions continue to remain weak or uncertain, some of our customers may have difficulty paying us and we may experience increased churn in our customer base. Our sales cycle could also lengthen as customers slow spending, or delay decision-making, on our services, which could adversely affect our revenue growth. Finally, we could also experience pricing pressure as a result of economic conditions if our competitors lower prices and attempt to lure away our customers.

Additionally, our ability to access the capital markets may be severely restricted at a time when we would like, or need, to do so, which could have an impact on our ability to pursue additional expansion opportunities and maintain our desired level of revenue growth in the future.

Acquisitions, business combinations and other transactions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction and such transactions may alter our financial or strategic goals.

We have evaluated, and expect to continue to evaluate, potential strategic combinations and acquisitions and other transactions. We may enter into transactions like these at any time, or discussions concerning such transactions, which may include combinations with other companies or businesses, acquisitions of us by third parties, including potential strategic and financial acquirers and acquisitions by us of businesses, products, services or technologies that we believe to be complementary. These potential transactions expose us to several potential risks, including:

• the possible disruption of our ongoing business and diversion of management’s attention by acquisition, transition and integration activities and/or entering into discussions that do not result in a transaction;

• our potential inability to successfully pursue or realize some or all of the anticipated revenue opportunities associated with an acquisition or investment;

• the possibility that we may not be able to successfully integrate acquired businesses, or businesses in which we invest, or achieve anticipated operating efficiencies or cost savings;

• the possibility that announced acquisitions or business combinations may not be completed, due to failure to satisfy the conditions to closing or for other reasons;

• the dilution of our existing stockholders as a result of any such transaction that involves the issuance of stock;

• the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices or with respect to any business combination with a new party;

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• the possibility that additional capital expenditures may be required or that transaction expenses associated with acquisitions may be higher than anticipated;

• the possibility that required financing to fund the requirements of a transaction may not be available on acceptable terms or at all;

• the possibility that governmental approvals under antitrust and competition laws required to complete a transaction may not be obtained on a timely basis or at all, which could, among other things, delay or prevent the completion of a transaction, or limit the ability to realize the expected financial or strategic benefits of a transaction or have other adverse effects on our current business and operations;

• the possibility of loss or reduction in value of acquired businesses;

• the possibility that carriers may find it cost-prohibitive or impractical to bring fiber and networks into a new data center;

• the possibility of litigation or other claims in connection with or as a result of a transaction including claims from terminated employees, customers, former or current stockholders or other third parties;

• the possibility of pre-existing undisclosed liabilities, including but not limited to lease or landlord related liability, environmental or asbestos liability, for which insurance coverage may be insufficient or unavailable; and

• the possibility there will not be sufficient customer demand to realize expected returns on these transactions.

We may pay for future acquisitions by using our existing cash resources (which may limit other potential uses of our cash), incurring additional debt (which may increase our interest expense, leverage and debt service requirements) and/or issuing shares (which may dilute our existing stockholders and have a negative effect on our earnings per share). The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows.

We focus on the development of communities of interest within customer segments and the attraction of magnetic customers. Our failure to attract, grow and retain these communities of interest could harm our business and operating results.

Our ability to maximize revenue growth depends on our ability to develop and grow communities of interest within our target customer segments such as network providers, cloud and managed service providers, financial services, enterprises and digital media and distribution. Within each community, there are certain customers, which we consider to be magnetic customers as we believe they make it attractive to other customers to be in our data centers. Our ability to attract magnetic customers to our data centers will depend on a variety of factors, including the presence of multiple carriers, the mix of our offerings, the overall mix of customers, the presence of other magnetic customers, the data center’s operating reliability and security and our ability to effectively market our offerings. We may not be able to attract magnetic customers and thus may be unsuccessful in the development of our communities of interest. This may hinder the development, growth and retention of customer communities of interest and adversely affect our business, financial condition and results of operations.

Consolidation may have a negative impact on our business model.

If customers combine businesses, they may require less colocation space, which could lead to churn in our customer base. Competitors in some of our markets may also consolidate, which can make it more difficult for us to compete. Consolidation of our customers and/or our competitors may present a risk to our business model and have a negative impact on our revenues.

Our operations are highly dependent on the proper functioning of our information technology systems. We are in the process of upgrading our information technology systems. The failure or unavailability of such systems during or after the upgrade process could result in the loss of existing or potential customers and harm our reputation, business and operating results.

We rely heavily on our information technology and back office systems to conduct our business, including for purposes of providing customer fee quotes and maintaining accurate customer service and billings records. Difficulties with our systems may interrupt our ability to accept and deliver customer orders and impact our overall financial operations, including our accounts payable, accounts receivables, general ledger, close processes, internal financial controls, and our ability to otherwise run and track our business. We may need to expend significant attention, time and resources to correct problems or find alternative sources for performing these functions. As a result of any significant investments in ongoing upgrades or any future upgrades or modifications, we may be unable to devote adequate financial and other resources to remedy any such delay or technical difficulty in an efficient manner.

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Any disruption to our information technology and back office systems, whether caused by upgrade projects or otherwise, may adversely affect our business and operating results.

In December 2015, we became aware that we suffered a breach in our IT security. This resulted in a temporary and localized compromise of the credentials to our CRM system, which allowed unauthorized access to some customer and prospective customer contact details. No financial, personal or other sensitive customer data was accessed, or is stored within this system. This incident only affected our CRM system and did not impact or involve any of the data centers or services that we provide. Upon learning of this incident, we collaborated with our CRM supplier and have worked closely with our security team to ensure that all CRM information is secure.

Substantial indebtedness could adversely affect our financial condition and our ability to operate our business, and we may not be able to generate sufficient cash flows to meet our debt service obligations.

We have a significant amount of debt and may incur additional debt to support our growth. As of December 31, 2015, our total indebtedness was approximately €555.8 million, our stockholders’ equity was €507.4 million and our cash and cash equivalents totaled €58.6 million. Our substantial amount of debt could have important consequences. For example, it could:

• make it more difficult for us to satisfy our debt obligations;

• restrict us from making strategic acquisitions;

• limit our flexibility in planning for, or reacting to, changes in our business and future business opportunities, thereby placing us at a competitive disadvantage if our competitors are not as highly leveraged;

• increase our vulnerability to general adverse economic and industry conditions; or

• require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, reducing the availability of our cash flow to fund future capital expenditures, working capital, execution of our expansion strategy and other general corporate requirements;

• limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity, which would also limit our ability to further expand our business; and

• make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable rate debt.

The occurrence of any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition.

We require a significant amount of cash to service our debt, which may limit available cash to fund working capital and capital expenditures. Our ability to generate sufficient cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our debt, and to fund working capital and capital expenditures, will depend on our future operating performance and ability to generate sufficient cash. This depends, to some extent, on general economic, financial, competitive, market, legislative, regulatory and other factors, many of which are beyond our control, as well as the other factors discussed in these “Risk Factors.”

We cannot assure you that our business will generate sufficient cash flows from operations or that future debt and equity financing will be available to us in an amount sufficient to enable us to pay our debts when due, including our outstanding €475.0 million 6.00% Senior Secured Notes (the “Senior Secured Notes”), or to fund our other liquidity needs. See Item 5 “Operating and Financial Review and Prospects.”

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If our future cash flows from operations and other capital resources (including borrowings under our €100.0 million revolving facility (the “Revolving Facility”)) are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to:

• reduce or delay our business activities and capital expenditures;

• sell assets;

• obtain additional debt or equity capital; or

• restructure or refinance all or a portion of our debt, including the Senior Secured Notes, on or before maturity.

We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms or our debt, including the Revolving Facility and the Senior Secured Notes, will limit, and any future debt may limit, our ability to pursue any of these alternatives.

We may need to refinance our outstanding debt

We may need to refinance a portion of our outstanding debt as it matures, such as mortgages with quarterly repayment schedules and the Senior Secured Notes. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. These risks could materially adversely affect our financial condition, cash flows and results of operations.

If we increase our indebtedness by borrowing under the Revolving Facility or incur other new indebtedness, the risks described above would increase.

We are subject to significant restrictive debt covenants, which limit our operating flexibility.

Our Revolving Facility and the Indenture (as defined below) governing the Senior Secured Notes contain covenants which impose significant restrictions on the way we and our subsidiaries operate, including but not limited to, restrictions on the ability to:

• create certain liens;

• incur debt and/or guarantees;

• enter into transactions other than on arm’s-length basis;

• pay dividends or make certain distributions or payments;

• engage, in relation to the Company, in any business activity or own assets or incur liabilities not authorized by the agreement governing the Revolving Facility (the “Revolving Facility Agreement”);

• sell certain kinds of assets;

• impair any security interest on the assets serving as collateral for the Senior Secured Notes;

• enter into any sale and leaseback transactions;

• make certain investments or other types of restricted payments;

• substantially change the nature of the Company’s or the Group’s business;

• designate unrestricted subsidiaries; and

• effect mergers, consolidations or sale of assets.

These covenants could limit our ability to finance our future operations and capital needs and our ability to pursue acquisitions and other business activities that may be in our interest.

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Our Revolving Facility also requires us to maintain a specified financial ratio. The restrictive covenants are subject to customary exceptions including, in relation to the incurrence of additional debt, a consolidated fixed charge ratio (calculated as a ratio of adjusted EBITDA to consolidated interest expense) to exceed 2.00 to 1.00 on a pro forma basis for the four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt and, if such debt is senior debt, a consolidated senior leverage ratio (calculated as a ratio of outstanding senior debt of the Company and its restricted subsidiaries (on a consolidated basis) to pro forma adjusted EBITDA) to be less than 4.00 to 1.00 on a pro forma basis for the four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt. The Revolving Facility Agreement also includes a leverage ratio financial covenant (tested on a quarterly basis) requiring total net debt (calculated as a ratio to pro forma EBITDA) not to exceed a leverage ratio of 4.00 to 1.00. In addition, the Company must ensure, under the Revolving Facility Agreement, that the guarantors represent a certain percentage of Adjusted EBITDA of the Group as a whole and a certain percentage of the consolidated net assets of the Group as a whole. Our ability to meet these covenants may be affected by events beyond our control and, as a result, we cannot assure you that we will be able to meet the covenants. In the event of a default under our Revolving Facility, the lenders could terminate their commitments and declare all amounts owed to them to be due and payable. Borrowings under other debt instruments that contain cross acceleration or cross default provisions, including the Senior Secured Notes, may as a result also be accelerated and become due and payable. We may be unable to pay these debts in such circumstances or to the extent we pay such debts, we may not have sufficient cash to fund our working capital expenditure needs.

Risks Related to our Industry

The European data center industry has suffered from over-capacity in the past, and a substantial increase in the supply of new data center capacity and/or a general decrease in demand for data center services could have an adverse impact on industry pricing and profit margins.

The European data center industry has previously suffered from overcapacity. For example, certain Internet-based customers have previously contracted to use more space than necessary to meet their needs and in the periods following adverse market conditions, the number of Internet-related business failures increased significantly, resulting in high levels of customer churn due to the termination or non-renewal of contracts.

A substantial increase in the supply of new data center capacity in the European data center market and/or a general decrease in demand, or in the rate of increase in demand, for data center services could have an adverse impact on industry pricing and profit margins. If there is insufficient customer demand for data center services, our business, financial condition and operating results would be adversely affected.

If we do not keep pace with technological changes, evolving industry standards and customer requirements, our competitive position will suffer.

The Internet and telecommunications industries are characterized by rapidly changing technology, evolving industry standards and changing customer needs. Accordingly, our future success will depend, in part, on our ability to meet the challenge of these changes. Among the most important challenges that we may face are the need to: continue to develop our strategic and technical expertise, influence and respond to emerging industry standards and other technological changes, enhance our current services and develop new services that meet changing customer needs.

All of these challenges must be met in a timely and cost-effective manner. Some of our competitors may have greater financial resources, which would allow them to react better or more quickly to changes than we may be able to. We may not effectively meet these challenges as rapidly as our competitors or at all and our failure to do so could harm our business.

Terrorist activity throughout the world and military action to counter terrorism could adversely impact our business.

Due to the high volume of important data that passes through data centers, there is a real risk that terrorists seeking to damage financial and technological infrastructure view data centers generally, and those in concentrated areas specifically, as potential targets. These factors may increase our costs due to the need to provide enhanced security, which would have a material adverse effect on our business, financial condition and results of operations if we are unable to pass such costs on to our customers. These circumstances may also adversely affect the ability of companies, including us, to raise capital. We may not have adequate property and liability insurance to cover terrorist attacks.

In addition, we depend heavily on the physical infrastructure (particularly as it relates to power) that exists in the markets in which we operate. Any damage to such infrastructure, particularly in the major European markets such as Amsterdam, Frankfurt, London and Paris, where we derive a substantial amount of our revenue and which are likely to be more prone to terrorist activities, may materially and adversely affect our business.

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Our carrier neutral business model depends on the presence of numerous telecommunications carrier networks in our data centers.

The presence of diverse telecommunications carriers’ fiber networks in our data centers is critical to our ability to retain and attract new customers. We are not a telecommunications carrier and as such we rely on third parties to provide our non-carrier customers with carrier services. We cannot assure you that the carriers operating within our data centers will not cease to do so. For example, as a result of strategic decisions or consolidations, some carriers may decide to downsize or terminate connectivity within our data centers, which could have an adverse effect on our business, financial condition and results of operations.

We may be subject to reputational damage and legal action in connection with the information disseminated by our customers.

We may face potential direct and indirect liability for claims of defamation, negligence, copyright, patent or trademark infringement and other claims, as well as reputational damage, based on the nature and content of the materials disseminated from our data centers, including on the grounds of allegations of the illegality of certain activities carried out by customers through their equipment located in our data centers. For example, lawsuits may be brought against us claiming that content distributed by our customers may be regulated or banned. Our general liability insurance may not cover any such claim or may not be adequate to protect us against all liability that may be imposed. In addition, on a limited number of occasions in the past, businesses, organizations and individuals have sent unsolicited commercial emails (“spam”), which may be viewed as offensive by recipients, from servers hosted at our data centers to a number of people, typically to advertise products or services. We have in the past received, and may in the future receive, letters from recipients of information transmitted by our customers objecting to spam. Although our contracts with our customers prohibit them from spamming, there can be no assurance that customers will not engage in this practice, which could subject us to claims for damages, damage our reputation and have a material adverse effect on our business.

Risks Related to Regulation

Laws and government regulations governing Internet-related services, related communication services and information technology and electronic commerce, across the European countries in which we operate, continue to evolve and, depending on the evolution of such regulations, may adversely affect our business.

Laws and governmental regulations governing Internet-related services, related communications services and information technology and electronic commerce continue to evolve. This is true across the various European countries in which we operate. In particular, the laws regarding privacy and those regarding gambling and other activities that certain countries deem illegal are continuing to evolve.

Changes in laws or regulations (or the interpretation of such laws or regulations) or national or EU policy affecting our activities and/or those of our customers and competitors, including regulation of prices and interconnection arrangements, regulation of access arrangements to types of infrastructure, regulation of privacy requirements through the protection of personal data and regulation of activity considered illegal through rules affecting data center and managed service providers could materially adversely affect our results by decreasing revenue, increasing costs or impairing our ability to offer services.

We and the industry in which we operate are subject to environmental and health and safety laws and regulations and may be subject to more stringent efficiency, environmental and health and safety laws and regulations in the future, including with respect to energy consumption and greenhouse gas emissions.

We are subject to various environmental and health and safety laws and regulations, including those relating to the generation, storage, handling and disposal of hazardous substances and technological equipment, the maintenance of warehouse facilities and the generation and use of electricity. Certain of these laws and regulations are capable of imposing liability for the entire cost of the investigation and remediation of contaminated sites or buildings containing hazardous materials such as asbestos, without regard to fault or the lawfulness of the activity causing the contamination, on current and former owners and occupiers of real property and persons who have disposed of or released hazardous substances at any location. Compliance with these laws and regulations could impose substantial ongoing compliance costs and operating restrictions on us.

Hazardous substances or regulated materials of which we are not aware may be present at data centers leased and operated by us. If any such contaminants are discovered at our data centers, we may be responsible under applicable laws, regulations or leases for any required removal or clean-up or other action at substantial cost.

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Our facilities contain tanks and other containers for the storage of diesel fuel and significant quantities of lead acid batteries to provide back-up power. We cannot guarantee that our environmental compliance program will be able to prevent leaks or spills in these or other technical installations.

In addition, due to our high levels of energy consumption, we may incur substantial costs purchasing allowances under the CRC Energy Efficiency Scheme and/or in connection with upgrading our data centers to improve the energy efficiency of our operations. This could have an adverse effect on our business, financial condition and results of operations.

Non-compliance with, or liabilities under, existing or future environmental or health and safety laws and regulations, including failure to hold requisite permits, or the adoption of more stringent requirements in the future, could result in fines, penalties, third-party claims and other costs that could have a material adverse effect on us.

Our data centers may also be adversely affected by any future application of additional regulation relating to energy usage, for example, seeking to reduce the power consumption of companies and fees or levies related thereto.

Changes in Dutch or foreign tax laws and regulations, or interpretations thereof may adversely affect our financial position.

We are a Dutch company with European subsidiaries and are subject to income tax in The Netherlands and foreign income tax in the countries we conduct operations, including The Netherlands, France, Germany and the UK. Significant judgment is required in determining our worldwide tax liabilities and obligations. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates including our transfer pricing estimates are reasonable, there can be no certainty that additional taxes will not be due upon an audit of our tax returns or as a result of changes to applicable tax laws and interpretations thereof. In addition, several of the governments in which we conduct operations, including The Netherlands, France, Germany and the UK, are actively considering changes to their respective taxation regimes, which may impact the recognition and taxation of worldwide income. The nature and timing of any amendments to tax laws of the jurisdictions in which we operate and the impact on our future tax liabilities cannot be predicted with any certainty, however any such amendments or changes could materially and adversely impact our results of operations and financial position including cash flows. In the years ended December 31, 2013 and 2012, we were adversely impacted by a “one-time” crisis wage tax in The Netherlands. This tax was introduced as a one-time crisis wage tax, however, we were subject to this tax again in the year ended December 31, 2013. In the years ended December 31, 2014 and 2015, this crisis wage tax was no longer collected.

Laws and government regulations governing the licenses or permits we need across the European countries in which we operate may change, which can adversely affect our business .

We operate data centers and other facilities in 11 countries and as a result of our international operations, we are subject to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many jurisdictions. General economic, political, or social conditions in the countries in which we operate could have an adverse effect on our revenues from operations in those countries. In addition, we may be unable to obtain, renew or retain licenses or permits for our operations, data centers and other facilities for legal, environmental or regulatory reasons. For example, on December 13, 2013, we were awarded a permit by the Seine-St-Denis authorities to operate our PAR7 data center. On October 15, 2015, a French administrative court ruled that local authorities failed to perform a sufficiently extensive study of the potential noise impact that operating the PAR7 data center could have on local residents and consequently the French administrative court annulled the permit we received on December 13, 2013. We have appealed this ruling. The Seine-St-Denis authorities have requested that we re-apply for a new permit and on March 2, 2016 we submitted an application for a new permit with the relevant administrative authorities. We have worked with the Seine-St-Denis authorities and we obtained formal approval to continue to operate the PAR7 data center during the application process, which we expect to conclude by the end of 2016. Our inability to obtain, renew or retain licenses or permits for our operations, data centers and other facilities may adversely affect our business, results of operations, financial conditions or cash flows.

Risks Related to Our Ordinary Shares

The market price for our ordinary shares may continue to be volatile.

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From January 1, 2015 to December 31, 2015, the closing sale price of our common stock on the New York Stock Exchange (the “NYSE”) ranged from $26.11 to $32.50 per share. The market price for our shares is likely to be highly volatile and subject to wide fluctuations in response to factors including, but not limited to, the following:

• announcements of new products and services by us or our competitors;

• technological breakthroughs in the data center, networking or computing industries;

• news regarding any gain or loss of customers by us;

• news regarding recruitment or loss of key personnel by us or our competitors;

• announcements of competitive developments, acquisitions or strategic alliances in our industry;

• changes in the general condition of the global economy and financial markets;

• general market conditions or other developments affecting us or our industry;

• the operating and stock price performance of other companies, other industries and other events or factors beyond our control;

• cost and availability of power and cooling capacity;

• cost and availability of additional space inventory either through lease or acquisition in our target markets;

• regulatory developments in our target markets affecting us, our customers or our competitors;

• changes in demand for interconnection and colocation products and services in general or at our facilities in particular;

• actual or anticipated fluctuations in our quarterly results of operations;

• changes in financial projections or estimates about our financial or operational performance by securities research analysts;

• changes in the economic performance or market valuations of other data center companies;

• release or expiry of lock-up or other transfer restrictions on our outstanding ordinary shares; and

• sales or perceived sales of additional ordinary shares.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our ordinary shares.

A substantial portion of our total outstanding ordinary shares may be sold into the market at any time. Such future sales or issuances, or perceived future sales or issuances, could adversely affect the price of our shares.

If our existing shareholders sell, or are perceived as intending to sell, substantial amounts of our ordinary shares, including those issued upon the exercise of our outstanding share options, the market price of our ordinary shares could be adversely impacted. Such sales, or perceived potential sales, by our existing shareholders might make it more difficult for us to issue new equity or equity-related securities in the future at a time and price we deem appropriate. The ordinary shares offered in our initial public offering were eligible for immediate resale in the public market without restrictions. Shares previously held by our existing shareholders may also be sold in the public market in the future if registered under the Securities Act of 1933, as amended (the “Securities Act”), or if such shares qualify for an exemption from registration, including by reason of Rules 144 or 701 under the Securities Act. Additionally, we intend to register all of our ordinary shares that we may issue under our employee stock ownership plans. Once we register those shares, they can be freely sold in the public market upon issuance, unless pursuant to their terms these stock awards have transfer restrictions attached to them.

You may not be able to exercise pre-emptive rights.

Prior to January 28, 2016, and pursuant to our articles of association, our Board of Directors (as defined herein), for a period of 5 years that lasted until January 28, 2016, had the power to (a) limit or exclude pre-emptive rights in respect of any issue and/or (b) grant rights to subscribe for ordinary shares. As of June 30, 2015, our Board of Directors, for a period of 18 months, from June 30, 2015 onwards, has the power to grant rights to subscribe for up to 4,352,281 ordinary shares for the purpose of our employee incentive schemes and to the extent any such shares are granted, they will not include pre-emptive rights for the benefit of shareholders. As a result, we may issue additional shares while excluding any pre-emptive rights. If we issue additional shares without pre-emptive rights, your ownership interests in our Company would be diluted and this in turn could have a material adverse effect on the price of our shares.

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We may need additional capital and may sell additional ordinary shares or other equity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase our debt service obligations.

We believe that our current cash and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the foreseeable future. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or utilize our existing or obtain a new credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would limit our ability to pay dividends or require us to seek consents for the payment of dividends, increase our vulnerability to general adverse economic and industry conditions, limit our ability to pursue our business strategies, require us to dedicate a substantial portion of our cash flow from operations to service our debt, thereby reducing the availability of our cash flow to fund capital expenditure, working capital requirements and other general corporate needs, and limit our flexibility in planning for, or reacting to, changes in our business and our industry. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

We have never paid, do not currently intend to pay and may not be able to pay any dividends on our ordinary shares.

We have never declared or paid any dividends on our ordinary shares and currently do not plan to declare dividends on our ordinary shares in the foreseeable future. If we were to choose to declare dividends in the future, the payment of cash dividends on our shares is restricted under the terms of the agreements governing our indebtedness and the Implementation Agreement. In addition, because we are a holding company, our ability to pay cash dividends on our ordinary shares may be limited by restrictions on our ability to obtain sufficient funds through dividends from subsidiaries, including restrictions under the terms of the agreements governing our and our subsidiaries’ indebtedness. In that regard, our wholly-owned subsidiaries are limited in their ability to pay dividends or otherwise make distributions to us. Under Dutch law, we may only pay dividends out of profits as shown in our adopted statutory annual accounts. We will only be able to declare and pay dividends to the extent our equity exceeds the sum of the paid and called up portion of our ordinary share capital and the reserves that must be maintained in accordance with provisions of Dutch law and our articles of association. Our Board of Directors will have the discretion to determine to what extent profits shall be retained by way of a reserve. Appropriation and distribution of dividends will be subject to the approval of our general meeting of shareholders. Our Board of Directors, in determining to what extent profits shall be retained by way of a reserve, will consider our ability to declare and pay dividends in light of our future operations and earnings, capital expenditure requirements, general financial conditions, legal and contractual restrictions and other factors that it may deem relevant.

Your rights and responsibilities as a shareholder will be governed by Dutch law and will differ in some respects from the rights and responsibilities of shareholders under U.S. law, and your shareholder rights under Dutch law may not be as clearly established as shareholder rights are established under the laws of some U.S. jurisdictions.

Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in The Netherlands. The rights of our shareholders and the responsibilities of members of our Board of Directors under Dutch law may not be as clearly established as under the laws of some U.S. jurisdictions. In the performance of its duties, our Board of Directors will be required by Dutch law to consider the interests of our Company, our shareholders, our employees and other stakeholders in all cases with reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder. We anticipate that all of our shareholder meetings will take place in The Netherlands.

In addition, the rights of holders of ordinary shares and many of the rights of shareholders as they relate to, for example, the exercise of shareholder rights, are governed by Dutch law and our articles of association and differ from the rights of shareholders under U.S. law. For example, Dutch law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a merger or consolidation of the company. See Item 10 “Additional Information—General.”

The provisions of Dutch corporate law and our articles of association have the effect of concentrating control over certain corporate decisions and transactions in the hands of our Board of Directors. As a result, holders of our shares may have more difficulty in protecting their interests in the face of actions by members of our Board of Directors than if we were incorporated in the United States. See Item 10 “Additional Information—General.”

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We are a foreign private issuer and, as a result, and as permitted by the listing requirements of the NYSE, we may rely on certain home country governance practices rather than the corporate governance requirements of the NYSE.

Many of the corporate governance rules of the NYSE do not apply to us as a “foreign private issuer”; however, Rule 303A.11 requires foreign private issuers to describe significant differences between their corporate governance standards and the corporate governance standards applicable to U.S. companies listed on the NYSE. While we believe that our corporate governance practices are similar in many respects to those of U.S. NYSE-listed companies and provide investors with protections that are comparable in many respects to those established by the NYSE rules, there have historically been certain key differences which are described below.

Our nominating committee and compensation committee did not historically meet the NYSE independence standard, as one member of each respective committee was not “independent” as defined under Sections 303A.04 and 303A.05 of the NYSE rules, which govern nominating/corporate governance committees and compensation committees, respectively. As of December 31, 2015, each of our nominating committee and compensation committee was comprised entirely of independent members; however because of the exemptions available to us as a foreign private issuer, we cannot assure you that we will comply with all of the NYSE corporate governance rules in the future. As a result, you may not have the same protections afforded to stockholders of companies that are not foreign private issuers. For an overview of our corporate governance principles, see Item 16G “Corporate Governance.”

You may be unable to enforce judgments obtained in U.S. courts against us.

We are incorporated under the laws of The Netherlands, and all or a substantial portion of our assets are located outside of the United States and certain of our directors and officers and certain other persons named in this annual report are, and will continue to be, non-residents of the United States. As a result, although we have appointed an agent for service of process in the United States, it may be difficult or impossible for United States investors to effect service of process within the United States upon us or our non-U.S. resident directors and officers or to enforce in the United States any judgment against us or them including for civil liabilities under the United States securities laws. Any judgment obtained in any United States federal or state court against us may, therefore, have to be enforced in the courts of The Netherlands, or such other foreign jurisdiction, as applicable. Because there is no treaty or other applicable convention between the United States and The Netherlands with respect to legal judgments, a judgment rendered by any United States federal or state court will not be enforced by the courts of The Netherlands unless the underlying claim is relitigated before a Dutch court. Under current practice, however, a Dutch court will generally grant the same judgment without a review of the merits of the underlying claim (i) if that judgment resulted from legal proceedings compatible with Dutch notions of due process, (ii) if that judgment does not contravene public policy of The Netherlands and (iii) if the jurisdiction of the United States federal or state court has been based on grounds that are internationally acceptable. Investors should not assume, however, that the courts of The Netherlands, or such other foreign jurisdiction, would enforce judgments of United States courts obtained against us predicated upon the civil liability provisions of the United States securities laws or that such courts would enforce, in original actions, liabilities against us predicated solely upon such laws.

We incur increased costs as a result of being a public company.

As a listed public company, we incur additional legal, accounting, insurance and other expenses than we would have incurred as a private company. We incur costs associated with our public company reporting requirements. In addition, the Sarbanes-Oxley Act and related rules implemented by the U.S. Securities and Exchange Commission (the “SEC”) and the NYSE have imposed increased regulation and required enhanced corporate governance practices for public companies. Our efforts to comply with evolving laws, regulations and standards in this regard are likely to result in increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities. We also expect these new rules and regulations to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

If our internal controls over financial reporting are found to be ineffective, our financial results or our stock price may be adversely affected.

Our most recent evaluation of our internal controls resulted in our conclusion that, as of December 31, 2015, our internal controls over financial reporting were effective. Our ability to manage our operations and growth, and other systems upgrades designed to support our growth, will require us to develop our controls and reporting systems and implement or adopt new controls and reporting systems. If in the future our internal control over financial reporting is found to be ineffective, or if a material weakness is identified in our controls over financial reporting, our financial results may be adversely affected. Investors may also lose confidence in the reliability of our financial statements which could adversely affect our stock price.

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ITEM 4: INFORMATION ON THE COMPANY

Overview

We are a leading provider of carrier and cloud neutral colocation data center services in Europe. We support approximately 1,600 customers through 41 data centers in 11 countries enabling them to physically protect, connect, process and distribute their most valuable information. Within our data centers, we enable our customers to connect to a broad range of telecommunications carriers, Internet service providers and other customers. Our data centers act as content, cloud and connectivity hubs that facilitate the processing, storage, sharing and distribution of data, content, applications and media between carriers and customers, creating an environment that we refer to as a community of interest.

Our core offering of carrier and cloud neutral colocation services includes space, power, cooling and a physically secure environment in which to house our customers’ computing, network, storage and IT infrastructure. We enable our customers to reduce operational and capital costs while improving application performance and flexibility. We supplement our core colocation offering with a number of additional services, including network monitoring, remote monitoring of customer equipment, systems management, engineering support services, cross connects, data backup and storage.

We are headquartered near Amsterdam, The Netherlands, and we operate in major metropolitan areas, including Amsterdam, Frankfurt, Paris and London, the main data center markets in Europe. Our data centers are located in close proximity to the intersection of telecommunications fiber routes, and we house more than 600 individual carriers and Internet service providers, 20 European Internet exchanges and all the leading cloud platforms. Our data centers allow our customers to lower their telecommunications costs and reduce latency, thereby improving the response time of their applications. This high level of connectivity fosters the development of communities of interest.

Strategy

Target New Customers in High Growth Industry Segments to Further Develop our Communities of Interest

We categorize our customers into industry segments, and we will continue to target new customers in high growth industry segments, including financial services, cloud and managed services providers, digital media and carriers. Winning new customers in these target industries enables us to expand existing, and build new, high value communities of interest within our data centers. For example, customers in the digital media segment benefit from the close proximity to content delivery network providers and Internet exchanges in order to rapidly deliver content to consumers. We expect the high value and reduced cost benefits of our communities of interest to continue to attract new customers, which will lead to decreased customer acquisition costs for us.

Increase Share of Spend from Existing Customers

We focus on increasing revenue from our existing customers in our target market segments. New revenue from our existing customers comprises a substantial portion of our new business, generating the majority of our new bookings. Our sales and marketing teams focus on proactively working with customers to identify expansion opportunities in new or existing markets.

Maintain Connectivity Leadership

We seek to increase the number of carriers in each of our data centers by expanding the presence of our existing carriers into additional data centers and targeting new carriers. We also will continue to develop our relationships with Internet exchanges and work to increase the number of Internet service providers in these exchanges. In countries where there is no significant Internet exchange, we will work with Internet service providers and other parties to create the appropriate Internet exchange. Our carrier sales and business development team will continue to work with our existing carriers and Internet service providers, and target new carriers and Internet service providers, to maximize our share of their data center spend, and to achieve the highest level of connectivity in each of our data centers, with the right carriers to support the requirements of each of our communities of interest.

Continue to Deliver Best-in-Class Customer Service

We will continue to provide a high level of customer service in order to maximize customer satisfaction and minimize churn. Our European Customer Service Center operates 24 hours a day, 365 days a year, providing continuous monitoring and troubleshooting and giving our customers one call access to full, multilingual technical support, thereby reducing our customers’ internal support costs. In addition, we will continue to develop our customer tools, which include an online customer portal to provide our customers with real-time access to information. We will continue to invest in our local service delivery and assurance teams, which provide flexibility and responsiveness to customer needs.

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Disciplined Expansion and Conservative Financial Management

We plan to invest in our data center capacity, while maintaining our disciplined investment approach and prudent financial policy. We will continue to determine the size of our expansions based on selling patterns, pipeline and trends in existing demand as well as working with our customers to identify future capacity requirements. We only begin new expansions once we have identified customers and we have the capital to fully fund the build out, with the goal of selling 25% of a data center’s space by its opening. Our expansions are done in phases in order to manage the timing and scale of our capital expenditure obligations, reduce risk and improve our return on capital, with a target internal rate of return in excess of 30%. Finally, we will continue to manage our capital deployment and financial management decisions based on adherence to our target internal rate of return on new expansions and target leverage ratios. For a description of past and current capital expenditures, see Item 5 “Operating and Financial Review and Prospects.”

Our Services

We offer carrier and cloud neutral colocation data center and managed services to our customers.

Colocation

Our colocation services provide clients with the space and power to deploy IT infrastructure in our world-class data centers. Through a number of redundant subsystems, including power, fiber and cooling, we are able to provide our customers with highly reliable services. Our colocation services are scalable, allowing our customers to upgrade space, connectivity and services as their requirements evolve. Our data centers employ a wide range of physical security features, including biometric scanners, man traps, smoke detection, fire suppression systems, and secure access. We provide colocation services including:

Space

Each of our data centers houses our customers’ IT infrastructure in a highly connected facility, designed and outfitted to ensure a high level of network reliability. This service provides space and power to our clients to deploy their own IT infrastructure. Customers can choose individual cabinets or a secure cage or an individual room depending on their space and security requirements.

Power

Each of our data centers is equipped to offer our customers high power availability. Since the availability of power is essential to the operation of our data centers, we provide power backup in case of outage as the availability of power is essential to the operation of a data center. The majority of our data centers have redundant grid connections and all of our data centers have a power backup installation in case of outage. Generators in combination with uninterrupted power supply, or UPS, system, endeavor to ensure maximum availability. We provide a full range of output voltages and currents and we offer our customers a choice of guaranteed levels of availability between 99.9% and 99.999%.

Connectivity

We provide connectivity services that allow our customers to connect their IT infrastructure to exchange traffic and access cloud platforms. These services offer connectivity with more than 600 telecommunications carriers and all the leading cloud providers, thus allowing our customers to reduce costs while enhancing the reliability and performance associated with the exchange of Internet and cloud data traffic. Our connectivity options offer our customers a key strategic advantage by providing direct, high-speed connections to peers, partners, customers, cloud platforms and some of the most important sources of IP data, content and distribution in the world.

Cross Connect

We install and manage physical connections running from our customers’ equipment to the equipment of our telecommunications carrier, Internet service providers and Internet exchange customers as well as other customers. Cross connects are physically secured in dedicated areas called Meet-Me rooms. Our staff test and install cables and patches and maintain cable trays and patch panels according to industry best practice.

Managed Services

In addition to providing colocation services, we provide a number of additional managed services, including systems monitoring, systems management, engineering support services, data back-up and storage. Some managed services are only performed on an ad hoc basis, as and when requested by the customer, while others are more recurring in nature. These services are provided either by us directly, or in conjunction with third parties.

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Customers

We categorize our customers into industry segments including: digital media and distribution, enterprises, financial services, managed services providers and network providers. We have approximately 1,600 customers. The majority of our customers have entered into contracts with us for an initial three to five year term, which are typically renewed constantly and automatically for successive one year periods.

In the year ended December 31, 2015, 35% of our Recurring Revenue came from our top 20 customers, 25% of our Recurring Revenue came from our top 10 customers and 11% of our Recurring Revenue came from one customer, which is a Fortune 50 company.

The following table sets forth some of our representative customers by segment:

Digital Media and Distribution	Enterprises	Financial Services	Managed Service Providers	Network Providers
Akamai	AC Hotels	ABN Amro	Amazon Webservices	AT&T
Cloudflare	Bombardier	Barclays	Amsio	British Telecom
Deluxe	Clearly Gottlieb	BATS	Cisco	Cogent
Edgecast	Correos	BNP Paribas	Cloudgermany	Colt
Fox	Merger Market	Citigroup	Cognizant	Deutsche Telekom
Internap	Milanuncios	Credit Suisse	DigitalOcean	EU Networks
LBI	SHT	Deutsche Börse Group	Hewlett Packard	Level 3
Mindark	Siemens	London Metal Exchange	IBM	Tata
Overon		Nasdaq	Microsoft Azure	Telefonica
Riot Games		RBC	Oracle	TeliaSonera
		Thomson Reuters	Salesforce	Verizon
			SingleHop	Vodafone
			Softlayer	Zayo

Customer service is provided locally by our in-country teams and centrally via our European Customer Service Center located in London. The European Customer Service Center supports five European languages (Dutch, English, French, German and Spanish) and is run by technical support staff and operates 24 hours a day, 365 days a year, in order to provide rapid and cost-effective technical and business support to all of our clients. In addition to its service desk functions, the European Customer Service Center monitors and manages the performance of our data centers and takes care of network monitoring and other network operations center functions. The European Customer Service Center arranges, as necessary, local engineering support, rapid response (out of hours emergency assistance), “backup and restore” and other managed services. There is also a customer relationship management system in place to electronically log each issue that the European Customer Service Center is requested to address to ensure efficient and timely support.

Customer Contracts

Our customers typically sign contracts for the provision of colocation space together with basic service level agreements that provide for support services and other managed services. Unless customers notify us of their intention to terminate, which is typically 90 days in advance of the end of the contract period, contracts (a majority of which have an initial term of three to five years) typically renew constantly and automatically for successive one year periods. However, where beneficial to us we will, prior to the expiry of a customer contract, seek to re-negotiate and re-sign with a customer (generally for a minimum one-year period). Our contracts generally allow us the option to increase prices in accordance with local price indices in each jurisdiction and we are able to adjust the amount charged for power at any time and as frequently as necessary during the life of the contract to account for any increases in power costs we are charged by our suppliers or governmental surcharges.

Contracts for colocation services are priced on the basis of a monthly recurring fee reflecting charges for space, power used in the common parts of the data center, power “plugs” and metered power usage, with related infrastructure and implementation costs included in an initial set-up fee. Clients have two options with respect to power usage: either (i) to pay for power usage in “plugs” in advance (typically included in the total cabinet price), which are contractually defined amounts of power per month, for which the customer must pay in full, regardless of how much power is actually used; or (ii) to pay for their actual power usage in arrears on a metered basis. The first option (power plugs) is usually sold in shared areas of our data centers where customers pay per cabinet. The second option (metered power usage) is usually sold to customers taking dedicated space such as a cage, suite or private room where they are charged on a per square meter basis.

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As with colocation services, our managed services are typically contracted on the basis of an annual contract (or longer where appropriate) and the fee generally consists of monthly recurring charges and usage based charges as appropriate, and may also include an initial set-up fee. If managed services are ad hoc in nature, they are invoiced on completion of the service.

Each new customer contract we enter into provides that in the event of a power outage or other equivalent service level agreement breach (e.g. for repeatedly crossing a temperature or humidity benchmark), the customer will receive a service credit in the form of a reduction in its next service fee payment, the credit being on a sliding scale to reflect the seriousness of the breach. Our customer contracts typically exclude liability for consequential or indirect loss suffered as a result of a service level agreement breach and for force majeure. Historically, our penalty payments under our service level agreements have been minimal.

Customer Accounts

Fees are typically invoiced quarterly in advance, with the exception of metered power usage which is invoiced monthly in arrears. On new contracts, we generally require deposits, which we are able to use to cover any non-payment of invoices. If accounts are not paid on time, we ultimately seek recovery through the court system.

Sales and Marketing

Our sales and marketing teams focus on proactively identifying and converting opportunities for both existing customers and prospects within our target segments, to expand customers’ space within our data center portfolio.

Sales

We sell our products and services through local direct sales forces and a centralized International Accounts Team and by attending tradeshows, networking events and industry seminars. Our International Accounts Team focuses on maximizing revenues across our European footprint from our largest customers and on identifying and developing new major accounts. We utilize a number of indirect channel partners in the United States to secure both referrals and orders from companies based out of the United States.

Marketing

Our marketing organization is responsible for identifying target customer segments, development of the value proposition that will enable us to succeed in our chosen segments, building and communicating a distinct brand, driving qualified leads into the sales pipeline and ensuring strategic alignment with key partners. Our marketing team supports our strategic priorities through the following primary objectives:

Customer Segmentation

Our marketing organization is responsible for the identification of high-growth customer segments and associated companies therein that we wish to target in order to build the community of interest and develop our value proposition to enable success in our chosen markets. Our marketing organization is also responsible for business development of key magnetic and strategic accounts in each segment working with sales in order to build our communities of interest. Magnetic companies when present in our data centers, attract other interested members to join the community. The magnetic effect can be a consequence of the application, data or capability that they place in our data centers. A company in one of our segments is considered “strategic” if its presence adds value to the community of interest by increasing the magnetism of the community. This can be achieved by virtue of its brand and the associated added value to Interxion and the community.

Brand Management and Positioning

This includes brand identity unification, positioning at the corporate and country levels, the development of methodology, marketing assets and brand awareness programs for all of our business units.

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Lead Generation

Utilizing online marketing, targeted advertising, direct marketing, event marketing and public relations programs and strategies to design and execute successful lead-generation campaigns leveraging telemarketing and direct sales to grow our pipeline and deliver our revenue goals.

Employees

As of December 31, 2015 we had a total of 533 employees (full time equivalents, excluding contractors and interim staff) of which 323 employees worked in operations and support, 105 employees worked in sales and marketing and 105 employees served general and administrative roles. Of our employees, 400 were based in countries where we have operations and 133 employees worked from our headquarters near Amsterdam and corporate offices in London as of December 31, 2015. We believe that relations with our employees are good. Except for collective rights granted by local law, none of our employees are subject to collective bargaining agreements.

Leases

We hold title to certain of our properties and lease the remainder. We exercised certain purchase options and agreed to purchase the PAR7 and AMS7 properties, which are currently reported as financial leases, and they will be reported as such until the acquisitions complete. For the other leased properties on which our data centers are located, we generally seek to secure property leases for terms of 20 to 25 years. Where possible, we try to mitigate the long-term financial commitment by contracting for initial lease terms for a minimum period of 10 to 15 years with the option for us to either (i) extend the leases for additional five-year terms or (ii) terminate the leases upon expiration of the initial 10 to 15 year term. Our leases generally have consumer price index based annual rent increases over the full term of the lease.

Data Center Operations

We have 41 carrier and cloud neutral colocation data centers in 13 metropolitan areas in 11 countries, representing approximately 111,900 square meters of maximum equippable space (as of December 31, 2015). Maximum equippable space is the maximum amount of space in our data centers which is designed to be used and sold as Equipped Space.

All of our data centers are located in Europe and all of our revenues are generated in Europe. For more information on the geographic breakdown of our revenues, see Note 5 of our 2015 consolidated financial statements, included elsewhere herein.

We select sites for our data centers based primarily on expected customer demand, availability of power and access to telecommunications fiber routes. Most of our data centers are stand-alone structures, close to power sub-stations and telecommunication networks in light industrial areas outside of city centers, rather than residential areas where more prohibitive environmental regulations exist. Data center design and development is a highly complex process. Data center construction requires extensive planning and must navigate regulatory procedures which can vary by jurisdiction. We have developed extensive technical experience in building data centers in Europe and we are well-positioned to bring new data centers to market rapidly to meet customer demand.

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The following table presents the key characteristics of our data centers.

Country	Location	Ready for service Quarter	Maximum Equippable Space as of December 31, 2015
			Square Meters
Austria	Vienna-1	Third Quarter, 2000		4,700
Austria(1)	Vienna-2	Fourth Quarter, 2014		5,800
Belgium	Brussels	Third Quarter, 2000		5,100
Denmark	Copenhagen-1	Third Quarter, 2000		3,800
France	Marseille	Third Quarter, 2014		6,400
France	Paris-1	First Quarter, 2000		1,400
France	Paris-2	Third Quarter, 2001		3,000
France	Paris-3	Third Quarter, 2007		2,000
France	Paris-4	Third Quarter, 2007		1,300
France	Paris-5	Fourth Quarter, 2009		4,100
France	Paris-6	Third Quarter, 2009		1,400
France	Paris-7	Second Quarter, 2012		4,700
Germany(2)	Dusseldorf-1	Second Quarter, 2000		3,300
Germany	Dusseldorf-2	Fourth Quarter, 2015		1,200
Germany	Frankfurt-1	First Quarter, 1999		500
Germany	Frankfurt-2	Fourth Quarter, 1999		1,100
Germany	Frankfurt-3	First Quarter, 2000		2,200
Germany	Frankfurt-4	First Quarter, 2001		1,400
Germany	Frankfurt-5	Third Quarter, 2008		1,700
Germany	Frankfurt-6	Second Quarter, 2010		2,200
Germany	Frankfurt-7	First Quarter, 2012		1,500
Germany	Frankfurt-8	Second Quarter, 2014		3,700
Germany	Frankfurt-9	First Quarter, 2014		800
Ireland	Dublin-1	Second Quarter, 2001		1,100
Ireland	Dublin-2	First Quarter, 2010		2,300
The Netherlands	Amsterdam-1	First Quarter, 1998		600
The Netherlands(3)	Amsterdam-2	First Quarter, 1999		700
The Netherlands(4)	Amsterdam-3	Fourth Quarter, 1999		3,000
The Netherlands(5)	Amsterdam-4	Fourth Quarter, 2000		—
The Netherlands	Amsterdam-5	Fourth Quarter, 2008		4,300
The Netherlands	Amsterdam-6	Third Quarter, 2012		4,400
The Netherlands(6)	Amsterdam-7	First Quarter, 2014		7,600
Spain	Madrid-1	Third Quarter, 2000		4,000
Spain	Madrid-2	Fourth Quarter, 2012		1,700
Sweden	Stockholm-1	Third Quarter, 2000		1,900
Sweden	Stockholm-2	Second Quarter, 2013		1,000
Sweden	Stockholm-3	Third Quarter, 2014		900
Sweden	Stockholm-4	Second Quarter, 2015		1,100
Switzerland	Zurich	Fourth Quarter, 2000		7,100
UK(7)	London-1	Third Quarter, 2000		5,400
UK	London-2	Third Quarter, 2012		1,500
Subtotal				111,900

Notes:

(1) Vienna-2 maximum equippable space increased by 3,000 square meters as a result of a new expansion. (VIE2.4 - June 2015 and VIE2.5 - November 2015)

(2) Dusseldorf-1 maximum equippable space increased by 400 square meters as a result of a new expansion. (DUS1.3 – June 2015)

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(3) As we continued to develop our strategy of creating communities of interest – which includes, but is not limited to, operational efficiency, we discontinued the use of two of our smaller legacy data centers in The Netherlands: AMS2, in Amsterdam, at the end of 2015, and HIL1, in Hilversum, at the end of 2014. The closure of these facilities was carefully planned to minimize any adverse impact on our customers.

(4) Amsterdam-3 maximum equippable space decreased by 100 square meters.

(5) The maximum equippable space of Amsterdam-4 is included in the maximum equippable space of Amsterdam-1.

(6) Amsterdam-7 maximum equippable space increased by 400 square meters as a result of a new expansion. (AMS7.4 and AMS7.6 – both in second quarter, 2015)

(7) London-1 maximum equippable space increased by 100 square meters as result of a new expansion.

Seasonality

The Company’s operations are not significantly exposed to seasonality.

Competition

We compete with all providers of data center services including in-house and outsourced data centers. Our chief competitors among each of the types of competition are listed below.

Carrier and Cloud Neutral Colocation Data Centers

Carrier and cloud neutral colocation data centers in Europe include Equinix Telecity, formerly Equinix and TelecityGroup, which merged in January 2016, and Telehouse.

Wholesale Data Centers

Competitor wholesale data center providers include Digital Realty Trust and Global Switch.

Carrier-Operated Data Centers

Carriers that operate their own data centers in Europe include AT&T, BT, Cable & Wireless, Colt, Verizon, Level 3 and Deutsche Telekom amongst others.

IT Outsourcers and Managed Services Provider Data Centers

IT outsourcers and managed services providers in Europe include HP, IBM, Rackspace and Sungard.

Please see Item 3 “Key Information—Risk Factors—We face significant competition and we may not be able to compete successfully against current and future competitors.”

Litigation

We have not been party to any legal proceedings, governmental or arbitration proceedings during the twelve months preceding the date of this annual report which may have, or have had in the recent past, a significant effect on our financial position.

Regulation

Although we are not subject to any financial regulations (such as outsourcing requirements, MiFID or Basel II), our financial services customers commonly are. In their contracts with us, these financial services customers impose access, audit and inspection rights to those parts of our data centers that contain their equipment so that they can satisfy their regulatory requirements.

In addition, as a consumer of substantial amounts of electricity, we are affected by the CRC Energy Efficiency Scheme (the “CRC Scheme”), which was introduced in 2010, and simplified in May 2013 by the CRC Energy Efficiency Scheme Order 2013. It is a mandatory UK-wide emissions trading scheme based on electricity usage. Phase 2 runs from April 1, 2014 to March 31, 2019. For Phase 2 of the CRC Scheme, organizations qualified if, during the qualification year (that ran from April 1, 2012 until March 31, 2013) , they consumed over 6,000 MWh of qualifying electricity through at least one settled half hour meter. We qualified for the CRC Scheme and registered for Phase 2 with the CRC Registry by the deadline of January 31, 2014. Non-compliance with the CRC Scheme may result in criminal and civil penalties.

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Once registered for Phase 2, participants have to monitor and report their annual supplies of electricity and gas and then surrender “allowances” equal to the quantity of carbon dioxide emissions associated with that annual CRC Scheme consumption before the end of October. One allowance must be surrendered for each ton of carbon dioxide emitted. Allowances can be bought or traded and participants must submit an annual report on their CRC energy supplies by the end of July each year. The allowance price in the April 2014 “forecast sale” for 2014/2015 was £15.60 per ton of carbon dioxide and was £16.40 per ton in the “buy to comply” sale in June 2015. The allowance price for 2015/16 was £15.60 per ton in the April 2015 “forecast sale” and will be £16.90 per ton in the “buy to comply” sale in June 2016. Through the annual report publication, the U.K. Environmental Agency also publishes information on the basis of participants’ annual reports including details the participants submitted when they registered for the CRC Scheme. The potential impacts of the CRC Scheme on our data centers in the UK include the costs of improving energy efficiency in order to reduce electricity consumption and the costs of allowances and administration in complying with the CRC Scheme.

Climate Change Agreements (“CCAs”) are voluntary agreements between the UK Government and energy intensive sectors allowing a discount from the UK climate change levy (which is a tax added to electricity and fuel bills) in return for companies meeting carbon saving targets. Data center businesses providing colocation space (both wholesale and retail) have been eligible for CCAs since July 2014, when the data center sector association, techUK, signed an umbrella agreement with the UK Environment Agency. CCA targets are due to be revised in 2016. From April 1, 2013, participants are entitled to a 90% reduction on the electricity climate change levy and a 65% reduction for other fuels if they agree to and meet their CCA targets. We signed a CCA in February 2015.

Within this CCA framework, the CRC Scheme provides that an electricity or gas supply consumed for the purpose of operating a participating CCA facility will not qualify as an energy supply requiring surrender of carbon dioxide allowance under the CRC Scheme. While we now face costs associated with meeting the target in our CCA, the CCA has reduced our expenditure on CRC Scheme allowances and allows us to qualify for the reduced UK climate change levy (“CCL”) rate under Part IV of Schedule 6 to the Finance Act 2000 (as amended).

Changes to the UK environmental regulations are expected in the future. The UK government consulted on reforming business energy efficiency taxation in autumn 2015, and HM Treasury published its response to that consultation in March 2016 and announced that it will close the CRC Scheme following the 2018-2019 compliance year, with no purchase of allowances required to cover emissions for energy supplied from April 2019. The last CRC report should therefore be by the end of July 2019 and the last surrender of allowances for emissions from energy supplied in 2018-2019 compliance year should be by the end of October 2019. The UK government will consult later in 2016 on a new, simplified energy and carbon reporting framework for introduction by April 2019. The main rates of the CCL will increase from April 2019, but the UK government will keep existing CCA eligibility criteria in place until at least 2023 and increase the CCL discount available to CCA participants from April 2019 to ensure they pay no more than a Retail Price Index level increase. There is also expected to be a CCL target review commencing in 2016 and a rebalancing of CCL rates for different fuel types to encourage a reduction in gas consumption. We will continue to analyze all proposed changes fully and prepare to comply with any new requirement and/or legal obligations.

Pursuant to Article 8(4-6) of the Energy Efficiency Directive 2012 (aiming to encourage investment in energy efficiency improvements, as part of the European Union’s aim to reduce primary energy consumption by 20% by 2020), European Member States are obliged to ensure that undertakings that meet certain thresholds regarding the number of employees, annual balance sheet total and annual turnover qualify as specified in Energy Efficiency Directive 2012 carry out energy audits. The directive requires the audits to be carried out at least every four years, and set a first compliance deadline of December 5, 2015. The directive does allow alternatives to the audit, such as ISO 50001 certification. If a qualifying undertaking does not comply with its obligations under national legislation, the relevant compliance body may issue sanctions (for example, in the UK, the regulator can issue an enforcement notice and seek civil penalties). Costs associated with ESOS include the costs of the ESOS assessments and then voluntary costs of implementing any energy efficiency measures identified.

We meet the qualification thresholds in the UK, Germany, France, Denmark, Sweden and the Netherlands.

In Germany, in accordance with national legislation, we are exempt from performing an energy efficiency audit due to our ISO 50001 certification. We have informed the relevant authority accordingly. In the Netherlands and France we have finalized our audit reports. Both audit reports have been filed with relevant authority in a timely fashion. In Denmark the audit and the audit report need to be finalized and filed before the end of the first quarter of 2016. We are currently in the process of performing the audit and expect to file the audit report before the deadline. In Sweden the audit and the audit report need to be finalized and filed before the end of the first quarter of 2017. We are currently in the process of performing the audit and expect to file the audit report before the deadline. In the UK, an audit has been performed and the audit report has been finalized. The relevant authority is notified thereof in a timely manner.

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As an operator of data centers which act as content and connectivity hubs that facilitate the storage, sharing and distribution of data, content and media for customers, we have in place an Acceptable Use Policy which applies to all of our customers using Internet connectivity services provided by us and which requires our customers to respect all legislation pertaining to the use of Internet services, including email.

We are subject to telecommunications regulation in the various European jurisdictions in which we presently operate, most notably the EU Regulatory Framework. Under these regulations, we are not required to obtain licenses for the provision of our services. However, we may be required to notify the national telecommunications regulator in certain European jurisdictions about these services. We have made the necessary notifications for such jurisdictions.

By operating data centers, we will process personal data under the EU Data Protection Directive (95/46/EC). This directive is implemented through adoption in local legislation of the EU member states. We are subject to this legislation in most European jurisdictions as processors and controllers in the meaning of this Directive. This may impose obligations on us, such as an obligation to take reasonable steps to protect that information.

On December 13, 2013, we were awarded a permit by the Seine-St-Denis authorities to operate our PAR7 data center. On October 15, 2015, a French administrative court ruled that local authorities failed to perform a sufficiently extensive study of the potential noise impact that operating the PAR7 data center could have on local residents and consequently the French administrative court annulled the permit we received on December 13, 2013. We have appealed this ruling. The Seine-St-Denis authorities have requested that we re-apply for a new permit and on March 2, 2016 we submitted an application for a new permit with the relevant administrative authorities. We have worked with the Seine-St-Denis authorities and we obtained formal approval to continue to operate the PAR7 data center during the application process, which we expect to conclude by the end of 2016.

Insurance

We have in place insurance coverage which we consider to be reasonable and against the type of risks usually insured by companies carrying on the same or similar types of business as ours in the markets in which we operate. Our insurance broadly falls under the following four categories: professional indemnity, general third party liability, directors and officers liability and property damage insurance and business interruption insurance.

Our History and Organizational Structure

European Telecom Exchange BV was incorporated on April 6, 1998, which (after being renamed InterXion Holding B.V. on June 12, 1998) was converted into InterXion Holding N.V. on January 11, 2000. For further information on the history and development of the Company, see Item 10 “Additional Information—General.” From inception onwards we have grown our colocation business organically. Since 2001, we have developed our geographic footprint in 13 cities where we have established data center campuses. The only changes to our geographic footprint have been very recent – we added Marseille in 2014 and exited Hilversum at the end of 2014. Following the industry downturn beginning in 2001 as a result of a sharp decline in demand for Internet-based businesses, we restructured within our geographic base to refocus on a broader and more stable customer base. We have since focused on shifting our customer base from primarily emerging Internet companies and carriers to a wide variety of established businesses seeking to house their IT infrastructure.

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Our subsidiaries perform various tasks, such as servicing our clients, operating our data centers, customers support, and providing management, sales and marketing support to the Group. The following table sets forth the name, country of incorporation and (direct and indirect) ownership interest of our subsidiaries:

Entity	Country of incorporation	Ownership %			Activity
InterXion HeadQuarters B.V.	The Netherlands		100	%	Management
Interxion Europe Ltd.	United Kingdom		100	%	Management
InterXion Operational B.V.	The Netherlands		100	%	Management/Holding
InterXion Participation 1 B.V.	The Netherlands		100	%	Holding
InterXion Nederland B.V.	The Netherlands		100	%	Provision of co-location services
InterXion Datacenters B.V.	The Netherlands		100	%	Data center sales & marketing
InterXion Real Estate Holding B.V.	The Netherlands		100	%	Real estate management/Holding
InterXion Real Estate I B.V.	The Netherlands		100	%	Real estate
InterXion Real Estate IV B.V.	The Netherlands		100	%	Real estate
InterXion Real Estate V B.V.	The Netherlands		100	%	Real estate
InterXion Real Estate X B.V.	The Netherlands		100	%	Real estate
InterXion Österreich GmbH	Austria		100	%	Provision of co-location services
InterXion Real Estate VII GmbH	Austria		100	%	Real estate
InterXion Belgium N.V.	Belgium		100	%	Provision of co-location services
InterXion Real Estate IX NV.	Belgium		100	%	Real estate
InterXion Danmark ApS	Denmark		100	%	Provision of co-location services
InterXion Real Estate VI ApS.	Denmark		100	%	Real estate
Interxion France SAS	France		100	%	Provision of co-location services
Interxion Real Estate II SARL	France		100	%	Real estate
Interxion Real Estate III SARL	France		100	%	Real estate
Interxion Real Estate XI SARL	France		100	%	Real estate
InterXion Deutschland GmbH	Germany		100	%	Provision of co-location services
InterXion Ireland Ltd.	Ireland		100	%	Provision of co-location services
Interxion España SA	Spain		100	%	Provision of co-location services
InterXion Sverige AB	Sweden		100	%	Provision of co-location services
InterXion (Schweiz) AG	Switzerland		100	%	Provision of co-location services
InterXion Real Estate VIII AG	Switzerland		100	%	Real estate
InterXion Carrier Hotel Ltd.	United Kingdom		100	%	Provision of co-location services

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ITEM 4A: UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following information should be read in conjunction with the audited consolidated financial statements and notes thereto and with the financial information presented in Item 18 “Financial Statements” included elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in “—Liquidity and Capital Resources” below and Item 3 “Key Information—Risk Factors” above. All forward-looking statements in this annual report are based on information available to us as of the date of this annual report and we assume no obligation to update any such forward-looking statements.

Overview

We are a leading provider of carrier and cloud neutral colocation data center services in Europe. We support approximately 1,600 customers through 41 data centers in 11 countries enabling them to physically protect, connect, process and distribute their most valuable information. Within our data centers, we enable our customers to connect to a broad range of telecommunications carriers, Internet service providers and other customers. Our data centers act as content, cloud and connectivity hubs that facilitate the processing, storage, sharing and distribution of data, content, applications and media between carriers and customers, creating an environment that we refer to as a community of interest.

Our core offering of carrier and cloud neutral colocation services includes space, power, cooling and a physically secure environment in which to house our customers’ computing, network, storage and IT infrastructure. We enable our customers to reduce operational and capital costs while improving application performance and flexibility. We supplement our core colocation offering with a number of additional services, including network monitoring, remote monitoring of customer equipment, systems management, engineering support services, cross connects, data backup and storage.

We are headquartered near Amsterdam, The Netherlands, and we operate in major metropolitan areas, including Amsterdam, Frankfurt, Paris and London, the main data center markets in Europe. Our data centers are located in close proximity to the intersection of telecommunications fiber routes, and we house more than 600 individual carriers and Internet service providers, 20 European Internet exchanges and all the leading cloud platforms. Our data centers allow our customers to lower their telecommunications costs and reduce latency, thereby improving the response time of their applications. This high level of connectivity fosters the development of communities of interest, which are important to customers in each of our industry segments: network providers, managed services providers (including cloud service providers), enterprises, financial services and digital media. Development of our communities of interest generates network effects for our customers that enrich the value and attractiveness of the community to both existing and potential customers.

Growth in Internet traffic, cloud computing and the use of customer-facing hosted applications are driving significant demand for high quality carrier and cloud neutral colocation data center services. This demand results from the need for either more space or more power, or both. These needs, in turn, are driven by, among other factors, decreased cost of Internet access, increased broadband penetration, increased usage of high-bandwidth content, increased number of wireless access points and growing availability of Internet and network based applications. If the global economy’s recovery stalls or is reversed, global IP traffic may grow at a lesser rate, which could lead to a slowdown in the increase in demand for our services.

Our ability to meet the demand for high quality carrier and cloud neutral colocation data center services depends on our ability to add capacity by expanding existing data centers or by locating and securing suitable sites for additional data centers that meet our specifications, such as proximity to numerous network service providers, access to a significant supply of electrical power and the ability to sustain heavy floor loading.

Our market is highly competitive. Most companies operate their own data centers and in many cases continue to invest in data center capacity, although there is a trend towards outsourcing. We compete against other carrier and cloud neutral colocation data center service providers, such as Equinix Telecity, formerly Equinix and TelecityGroup, which merged in January 2016, and Telehouse. We also compete with other types of data centers, including carrier-operated colocation, wholesale and IT outsourcers and managed services provider data centers. The cost, operational risk and inconvenience involved in relocating a customer’s networking and computing equipment to another data center are significant and have the effect of protecting a competitor’s data center from significant levels of customer churn.

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Key Aspects of Our Financial Model

We offer carrier and cloud neutral colocation services to our customers. Our revenues are mostly recurring in nature and in the last several years, Recurring Revenue has consistently represented over 90% of our total revenue. Our contracted Recurring Revenue model together with low levels of Average Monthly Churn provide significant predictability of future revenue.

Revenue

We generally enter into contracts with our customers for initial terms of generally three to five years, with annual price escalators and with automatic one-year renewals after the end of the initial term. Our customer contracts provide for a fixed monthly recurring fee for our colocation, managed services and, in the case of cabinets, fixed amounts of power pre-purchased at a fixed price. These fees are billed monthly, quarterly or bi-annually in advance, together with fees for other services such as the provision of metered power (based on a price per kilowatt hour actually consumed), billed monthly in arrears, or fees for services such as remote hands and eyes support, billed on an as-incurred basis.

The following table presents our future committed revenues expected to be generated from our fixed term customer contracts as of December 31, 2015, 2014 and 2013.

	2015		2014		2013
Within 1 year		275,400		253,100		219,300
Between 1 to 5 years		353,600		343,500		301,600
After 5 years		76,700		90,700		101,800
Total		705,700		687,300		622,700

Revenues are recognized when it is probable that future economic benefits will flow to the Group and that these benefits, together with their related costs, can be measured reliably. Revenues are measured at the fair value of the consideration received or receivable taking into account any discounts or volume rebates.

The Group reviews transactions for separately identifiable components of revenue and if necessary applies individual recognition treatment, in which revenues are allocated to separately identifiable components based on their relative fair values.

The Group earns colocation revenue as a result of providing data center services to customers at its data centers. Colocation revenues and lease income are recognized in profit or loss on a straight-line basis over the term of the customer contract. Incentives granted are recognized as an integral part of the total income, over the term of the customer contract. Customers are usually invoiced quarterly in advance and income is recognized on a straight-line basis over the quarter. Initial setup fees payable at the beginning of customer contracts are deferred at inception and recognized in profit or loss on a straight-line basis over the initial term of the customer contract. Power revenues are recognized based on customers’ usage and are generally matched with the corresponding costs.

Other services revenue, including managed services and customer installation services, including equipment sales, are recognized when the services are rendered. Certain installation services and equipment sales, which by their nature are non-recurring, are presented as non-recurring revenues and are recognized upon delivery of service.

Deferred revenues relating to invoicing in advance and initial setup fees are carried on the statement of financial position as part of trade payables and other liabilities. Deferred revenues due to be recognized after more than one year are held in non-current liabilities.

Recurring Revenue comprises revenue that is incurred monthly from colocation, connectivity and associated power charges, office space, amortized set-up fees and certain recurring managed services (but excluding any ad hoc managed services) provided by us directly or through third parties. Rents received for the sublease of unused sites are excluded.

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Costs

Our cost base consists primarily of personnel, power and property costs.

We employ the majority of our personnel in operations and support roles that operate our data centers 24 hours a day, 365 days a year. As of December 31, 2015 we employed 533 full-time equivalent employees: 323 in operations and support; 105 in sales and marketing; and 105 in general and administrative roles. A data center typically requires a fixed number of personnel to run, irrespective of customer utilization. Increases in operations and support personnel occur when we bring new data centers into service. Our approach is, where possible, to locate new data centers close to our existing data centers. In addition to other benefits of proximity, in some cases it also allows us to leverage existing personnel within a data center campus.

In 2015, 2014 and 2013, we invested resources in sales and marketing personnel to engage with our existing and potential customers on an industry basis. This has enabled us to establish closer relationships with our customers thereby allowing us to understand and anticipate their needs and to forecast demand, helping us plan the scope and timing of our expansion activities.

Our customers’ equipment consumes significant amounts of power and generates heat. In recent years the amount of power consumed by an individual piece of equipment, or power density, has increased as processing capacity has increased. In maintaining the correct environmental conditions for the equipment to operate most effectively, our cooling and air conditioning infrastructure also consumes significant amounts of power. Our power costs are variable and directly dependent on the amount of power consumed by our customers’ equipment. Our power costs also increase as the Utilization Rate of a data center increases. Increases in power costs due to increased usage by our customers are generally matched by corresponding increases in power revenues.

The unit price we pay for our energy also has an impact on our energy costs. We generally enter into contracts with local utility companies to purchase energy at fixed prices for periods of one or two years. Within substantially all of our customer contracts, we have the right to adjust at any time the price we charge for our power services to allow us to recover increases in the unit price we pay.

We currently hold title to the AMS3, AMS6, BRU1, CPH2, FRA8, FRA10, MRS1, PAR3, PAR5 and VIE properties. We completed the acquisition of the VIE properties and terminated the VIE financial lease in January 2015. In June 2015 we finalized the development of the building that will house the FRA10 data center. This building is located on freehold landed owned by us.

We also exercised certain purchase options and agreed to purchase the PAR7 freehold land on which we own the PAR7 data center, and the AMS7 freehold land and properties. The PAR7 and AMS7 properties are currently reported as financial leases, and they will be reported as such until the acquisitions complete.

For the other leased properties on which our data centers are located, we generally seek to secure property leases for terms of 20 to 25 years. Where possible, we try to mitigate the long-term financial commitment by contracting for initial lease terms for a minimum period of 10 to 15 years with the option for us to either (i) extend the leases for additional five-year terms or (ii) terminate the leases upon expiration of the initial 10 to 15 year term. Our leases generally have consumer price index based annual rent increases over the full term of the lease.

Larger increases in our property costs occur when we bring new data centers into service. Bringing new data centers into service also has the effect of temporarily reducing our overall Utilization Rate while the utilization of the new data center increases as we sell to customers.

In addition, we enter into annual maintenance contracts with our major plant and equipment suppliers. This cost increases as new maintenance contracts are entered into in support of new data center operations.

Operating Leverage

Due to the relatively fixed nature of our costs, we generally experience margin expansion as our Utilization Rate at existing data centers increases. Our margins and the rate of margin expansion will vary based upon the scope and scale of our capacity expansions, which affects our overall Utilization Rate.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin

We present EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as additional information because we understand that they are measures used by certain investors and because they are used in our financial covenants in our €100.0 million Revolving Facility Agreement and the €475.0 million 6.0% Senior Secured Notes due 2020. However, other companies may present EBITDA, Adjusted EBITDA and Adjusted EBITDA margin differently than we do. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measures of financial performance under IFRS and should not be considered as an alternative to operating profit or as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measure of performance derived in accordance with IFRS.

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We define EBITDA as operating profit plus depreciation, amortization and impairment of assets. We define Adjusted EBITDA as EBITDA adjusted to exclude share-based payments, M&A transaction costs, increase/decrease in provision for onerous lease contracts, M&A transaction break fee income, and income from sub-leases of unused data center sites. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue.

Onerous lease contracts are those in which we expect losses to be incurred in respect of unused data center sites over the term of the lease contract. Provisions for these leases are based upon the present value of the future contracted payout under these leases, and movements in the provision for onerous lease contracts are reflected on our income statement. We sublease portions of these unused sites to third parties and treat the income from these subleases as other income.

The provision for onerous lease contracts relates to two unused data center sites in Germany, one in Munich which was terminated in March 2016 and one in Dusseldorf terminating in August 2016; therefore, the remaining part of the provision for onerous lease contracts is presented as current.

Net Finance Expense

Towards the end of 2006, we started an expansion program of our data centers based on customer demand. This expansion program, closely matched to both customer demand and available capital resources, has continued since that time. We do not commit to a phase of an expansion or construction of a data center unless we have cash and committed capital available to complete the phase. Since 2006, we have raised debt capital to fund our expansion program, and this has contributed to increases in our finance expense. During the period of construction of a data center, we capitalize the borrowing costs as part of the construction costs of the data center. We refinanced the Company’s debt in February 2010 when we issued €200 million of 9.5% senior secured notes, which was primarily used to repay existing debt, and a further tap offering of €60 million in November 2010. In 2013, we issued €325 million of 6.0% senior secured notes. The proceeds were used to purchase, redeem and discharge the €260 million of 9.5% senior secured notes, pay fees and expenses incurred in connection with the refinancing, and for other general corporate purposes. In April 2014, we improved our funding to support growth by issuing €150 million of 6.00% senior secured notes. This additional financing, combined with a €9.2 million mortgage for our BRU1 data center secured in 2014, was used to repay amounts drawn under our revolving facility and to fund further expansion projects. In December 2015 we secured a new €15.0 million mortgage for our FRA8 and FRA10 property, which will be used for further expansion projects.

In the year ended December 31, 2015, our net finance expense was €29.0 million, which primarily consisted of interest expense of €32.3 million, profit from sale of a financial asset of €2.3 million and foreign currency exchange gains of €0.9 million. For the full year 2014, our net finance expense primarily consisted of interest expense of €26.3 million, refinancing expenses of €0.6 million and interest income of €0.9 million. For the full year 2013, our net finance expense primarily consisted of interest expense of €24.6 million, refinancing expenses of €31.0 million and interest income of €0.5 million. The increase in net finance expense for the year ended December 31, 2015 was due primarily to the full year impact of the €150 million Additional Notes issued in April 2014, partly offset by decreased capitalization of borrowing costs during the construction of new data center space. We capitalized €2.6 million of borrowing costs in connection with the construction of new data center space in the year ended December 31, 2015, €3.6 million in the year ended December 31, 2014 and €1.7 million in the year ended December 31, 2013.

We discuss our capital expenditures, including intangible assets and our capital expansion program below in “—Liquidity and Capital Resources.”

Income Tax Expense

Since inception we have generated significant tax loss carry forwards in all of our jurisdictions. In 2006, we became taxable income positive and began offsetting our tax loss carry forwards against taxable profits. As of December 31, 2015 we have recognized a significant part of our tax loss carry forwards. We will continue to recognize the remaining deferred tax loss carry forwards progressively as we become profitable in the respective jurisdictions. We expect to be able to continue to use our tax loss carry forwards to minimize cash taxes going forward.

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Segment Reporting

We report our financials in two segments, which we have determined based on our management and internal reporting structure: the first being France, Germany, The Netherlands and UK and the second being the Rest of Europe, which comprises our operations in Austria, Belgium, Denmark, Ireland, Spain, Sweden and Switzerland. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items are presented as “corporate and other” and comprise mainly general and administrative expenses, assets and liabilities associated with our headquarters operations, provisions for onerous contracts (relating to the discounted amount of future losses expected to be incurred in respect of unused data center sites over the term of the relevant leases, as further explained below) and revenue and expenses related to those onerous contracts, loans and borrowings and related expenses and income tax assets and liabilities. Segment capital expenditure, and intangible assets is the total cost directly attributable to a segment incurred during the period to acquire property, plant and equipment.

Results of Operations

The following table presents our operating results for the years ended December 31, 2015, 2014 and 2013:

	Year ended December 31,			Year ended December 31,
	2015(1)			2015			2014			2013
	(U.S. $’000, except per share amounts)			(€’000, except per share amounts)
Revenue		419,766			386,560			340,624			307,111
Cost of sales		(164,637	)		(151,613	)		(139,075	)		(124,141	)
Gross profit		255,129			234,947			201,549			182,970
Other income
M&A transaction break fee income		22,721			20,923			—			—
Income from sub-leases on unused data center sites		396			365			271			341
Other income		23,117			21,288			271			341
Sales and marketing costs		(30,640	)		(28,217	)		(24,551	)		(22,818	)
General and administrative costs
Depreciation, amortization and impairments		(84,949	)		(78,229	)		(62,177	)		(57,670	)
Share-based payments		(7,776	)		(7,161	)		(6,576	)		(4,149	)
(Increase)/decrease in provision for onerous lease contracts		200			184			805			—
M&A transaction costs		(12,863	)		(11,845	)		(325	)		—
Other general and administrative costs		(38,500	)		(35,454	)		(30,611	)		(28,315	)
General and administrative costs		(143,888	)		(132,505	)		(98,884	)		(90,134	)
Operating profit		103,718			95,513			78,385			70,359
Net finance expense		(31,515	)		(29,022	)		(27,876	)		(57,453	)
Profit before taxation		72,203			66,491			50,509			12,906
Income tax expense		(19,465	)		(17,925	)		(15,449	)		(6,082	)
Profit for the year attributable to shareholders		52,738			48,566			35,060			6,824
Basic earnings per share		0.76			0.70			0.51			0.10
Adjusted EBITDA(2)		185,989			171,276			146,387			131,837

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The following table presents our operating results as a percentage of revenues for the years ended December 31, 2015, 2014 and 2013:

	Year ended December 31,
	2015			2014			2013
Revenue		100	%		100	%		100	%
Cost of sales		(39	)		(41	)		(40	)
Gross profit		61			59			60
Other income
M&A transaction break fee income		5			0			0
Income from sub-leases on unused data center sites income		0			0			0
Other income		5			0			0
Sales and marketing costs		(7	)		(7	)		(7	)
General & administrative costs
Depreciation, amortization and impairments		(20	)		(18	)		(19	)
Share-based payments		(2	)		(2	)		(1	)
Increase/(decrease) in provision for onerous lease contracts		0			0			0
M&A transaction costs		(3	)		0			0
Other general and administrative costs		(9	)		(9	)		(9	)
General and administrative costs		(34	)		(29	)		(29	)
Operating profit		25			23			23
Net finance expense		(8	)		(8	)		(19	)
Profit before taxation		17			15			4
Income tax expense		(5	)		(5	)		(2	)
Profit for the year attributable to shareholders		13	%		10	%		2	%
Adjusted EBITDA margin(2)		44	%		43	%		43	%

Notes:

(1) The operating results for the year ended December 31, 2015 have been translated for convenience only based on the noon buying rate in The City of New York for cable transfers of euro as certified for customs purposes by the Federal Reserve Bank of New York as of December 31, 2015 and for euro into U.S. dollars of €1.00 = U.S. 1.0859. See Item 3 “Key Information—Exchange Rate Information” for additional information.

(2) We define EBITDA as operating profit plus depreciation, amortization and impairment of assets. We define Adjusted EBITDA as EBITDA adjusted to exclude share-based payments, M&A transaction costs, increase/decrease in provision for onerous lease contracts, M&A transaction break fee income, and income from sub-leases of unused data center sites. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. We present EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as additional information because we understand that they are measures used by certain investors and because they are used in our financial covenants in our €100 million Revolving Facility Agreement and €475 million 6.00% Senior Secured Notes due 2020. Other companies, however, may present EBITDA, Adjusted EBITDA and Adjusted EBITDA margin differently than we do. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measures of financial performance under IFRS and should not be considered as an alternative to operating profit or as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measure of performance derived in accordance with IFRS. See “—EBITDA and Adjusted EBITDA” for a more detailed description.

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The following table presents a reconciliation of Profit for the year attributable to shareholders to EBITDA and EBITDA to Adjusted EBITDA, for the periods indicated:

	Year ended December 31,			Year ended December 31,
	2015(1)*			2015			2014			2013
	(U.S. $’000)			(€’000)
Other financial data
Profit for the year attributable to shareholders		52,738			48,566			35,060			6,824
Income tax expense		19,465			17,925			15,449			6,082
Profit before taxation		72,203			66,491			50,509			12,906
Net finance expense		31,515			29,022			27,876			57,453
Operating profit		103,718			95,513			78,385			70,359
Depreciation, amortization and impairments		84,949			78,229			62,177			57,670
EBITDA		188,667			173,742			140,562			128,029
Share-based payments		7,776			7,161			6,576			4,149
Increase/(decrease) in provision for onerous lease contracts(a)		(200	)		(184	)		(805	)		—
M&A transaction break fee income		(22,721	)		(20,923	)		—			—
M&A transaction costs		12,863			11,845			325			—
Income from sub-leases on unused data center sites		(396	)		(365	)		(271	)		(341	)
Adjusted EBITDA(2)*		185,989			171,276			146,387			131,837

Notes:

* References are to the footnotes above.

(a) “Increase/(decrease) in provision for onerous lease contracts” does not reflect the deduction of income from subleases on unused data center sites.

The following table sets forth some of our key performance indicators as of the dates indicated:

	As of December 31,
	2015		2014		2013
Equipped Space(1) (square meters)		101,200		93,500		80,100
Utilization Rate(2) (%)		78		76		75

Notes:

(1) Equipped Space is the amount of data center space that, on the date indicated, is equipped and either sold or could be sold, without making any additional investments to common infrastructure. Equipped Space at a particular data center may decrease if either (a) the power requirements of customers at such data center change so that all or a portion of the remaining space can no longer be sold as the space does not have enough power and/or common infrastructure to support it without further investment or (b) if the design and layout of a data center changes to meet, among others, fire regulations or customer requirements, and necessitates the introduction of common space which cannot be sold to individual customers, such as corridors.

(2) Utilization Rate is, on the relevant date, Revenue Generating Space as a percentage of Equipped Space; some Equipped Space is not fully utilized due to customers’ specific requirements regarding the layout of their equipment. In practice, therefore, Utilization Rate may not reach 100%.

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Years Ended December 31, 2015 and 2014

Revenue

Our revenue for the years ended December 31, 2015 and 2014 was as follows:

	Year ended December 31,								Change
	2015		%		2014		%		€			%
	(€’000, except percentages)
Revenue
Recurring revenue		365,175		94		319,184		94		45,991			14
Non-recurring revenue		21,385		6		21,440		6		(55	)		0
		386,560		100		340,624		100		45,936			13

Revenue increased to €386.6 million for the year ended December 31, 2015 from €340.6 million for the year ended December 31, 2014, an increase of 13%. Recurring revenue increased by 14% and non-recurring revenue remained stable at 6% of total revenues from the year ended December 31, 2014 to the year ended December 31, 2015. The period over period growth in recurring revenue was primarily the result of an increase of approximately 8,100 square meters in Revenue Generating Space as a result of sales to both existing and new customers in all of our regions.

Cost of Sales

Cost of sales increased to €151.6 million for the year ended December 31, 2015 from €139.1 million for the year ended December 31, 2014, an increase of 9%. Cost of sales was 39% of revenue for the year ended December 31, 2015 and 41% for the year ended December 31, 2014. The increase in cost of sales related to our overall revenue growth and data center expansion projects, including (i) an increase of €5.9 million in energy usage costs and (ii) an increase of €3.5 million higher cost for operation and support personnel commensurate with growth. Equipped Space increased by approximately 7,700 square meters during the year ended December 31, 2015 as a result of expansions to existing data centers in Amsterdam, Vienna, Madrid, Marseille and Zurich, the construction of new data centers in Stockholm and Dusseldorf, and the closure of Hilversum. We expect cost of sales as a percentage of revenue to decrease as we increase utilization at our existing facilities. This decrease may be offset by the impact of lower utilization in new data centers we open as part of our data center expansion projects.

Other Income

Other income represents income that we do not consider part of our core business. It includes transaction break fee income and income from the subleases on unused data center sites.

Sales and Marketing Costs

Our sales and marketing costs increased to €28.2 million for the year ended December 31, 2015 from €24.6 million for the year ended December 31, 2014, an increase of 15%. Sales and marketing costs were 7% of revenue for each of the years ended December 31, 2015 and 2014.

The increase in sales and marketing costs was primarily a result of increased compensation and related costs due to increases in employee headcount and marketing expenses associated with our continued strategy to invest in our industry-focused customer development and acquisition approach.

General and Administrative Costs

General and administrative costs consist of depreciation, amortization and impairments, share-based payments, increase/(decrease) in provision for onerous lease contracts and other general and administrative costs.

Depreciation, amortization and impairments increased to €78.2 million for the year ended December 31, 2015 from €62.2 million for the year ended December 31, 2014, an increase of 26%. Depreciation, amortization and impairments was 20% of revenue for the year ended December 31, 2015 and 18% for the year ended December 31, 2014. The increase was a result of new data centers and data center expansions.

In determining Adjusted EBITDA we add back share-based payments. For the year ended December 31, 2015 we recorded share-based payments of €7.2 million, an increase of 9% from the year ended December 31, 2014. The increase was primarily due to new grants of options, restricted shares and performance shares in 2015. In determining Adjusted EBITDA we also add back increase/(decrease) in provision for onerous lease contracts. Following our annual review of the provision for onerous lease contracts, the Company decreased the provision by €0.2 million in 2015 while in 2014, the provision was decreased by €0.8 million. Finally, we also add back M&A transaction related costs and income, which included €9.1 million of income in 2015 and €0.3 million of expenses in 2014.

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Other general and administrative costs increased to €35.5 million for the year ended December 31, 2015 from €30.6 million for the year ended December 31, 2014, an increase of 16%. Other general and administrative costs were 9% of revenue for the years ended December 31, 2015 and December 31, 2014. The increase in the other general and administrative costs was due to both an increase of compensation costs principally resulting from an increase in salaries associated with an increased headcount and higher external hires and to an increase in the costs for professional advisory services.

Net Finance Expense

Net finance expense increased to €29.0 million for the year ended December 31, 2015 from €27.9 million for the year ended December 31, 2014, an increase of 4%. Net finance expense was 8% of revenue for the year ended December 31, 2015 and 8% of revenue for the year ended December 31, 2014. The increase in net finance expense for the year ended December 31, 2015 was due primarily the result of the full year impact of the €150.0 million Additional Notes issued in April 2014 and lower capitalization of borrowing costs during the period of construction of new data center space. In the year ended December 31, 2015 we capitalized €2.6 million compared to €3.6 million in the year ended December 31, 2014. Furthermore, the net finance expense is impacted by the gain on the sale of our financial asset in 2015, amounting to €2.3 million.

Income Taxes

Income tax expense was €17.9 million for the year ended December 31, 2015 compared to €15.4 million for the year ended December 31, 2014. Income tax expense was 5% of revenue for the year ended December 31, 2015 and 5% of revenue for the year ended December 31, 2014. The increase in income tax expenses was primarily due to an increase in profit before tax in 2015 as a result of the net impact of M&A transaction costs and M&A break fee related income. The effective income tax rate of 27% in the year ended December 31, 2015, compared to 31% for the year ended December 31, 2014, was positively impacted by the recognition of previously unrecognized tax losses, profit mix and the change in certain tax rates.

We recorded current tax expenses of €9.2 million for the year ended December 31, 2015 and €8.9 million for the year ended December 31, 2014. We recorded a deferred tax expense of €8.8 million for the year ended December 31, 2015 and a deferred tax expense of €6.5 million for the year ended December 31, 2014. Deferred tax is charged for the annual movements in temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Years Ended December 31, 2014 and 2013

Revenue

Our revenue for the years ended December 31, 2014 and 2013 was as follows:

	Year ended December 31,								Change
	2014		%		2013		%		€		%
	(€’000, except percentages)
Revenue
Recurring revenue		319,184		94		291,274		95		27,910		10
Non-recurring revenue		21,440		6		15,837		5		5,603		35
		340,624		100		307,111		100		33,513		11

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Revenue increased to €340.6 million for the year ended December 31, 2014 from €307.1 million for the year ended December 31, 2013, an increase of 11%. Recurring revenue increased by 10% and non-recurring revenue increased by 35% from the year ended December 31, 2013 to the year ended December 31, 2014. The period over period growth in recurring revenue was primarily the result of an increase of approximately 11,300 square meters in Revenue Generating Space as a result of sales to both existing and new customers in all of our regions.

Cost of Sales

Cost of sales increased to €139.1 million for the year ended December 31, 2014 from €124.1 million for the year ended December 31, 2013, an increase of 12%. Cost of sales was 41% of revenue for the year ended December 31, 2014 and 40% for the year ended December 31, 2013. The increase in cost of sales was due to increased costs associated with our overall revenue growth and data center expansion projects, including (i) an increase of €5.1 million in energy usage costs and (ii) an increase of €4.9 million in installation costs. Equipped Space increased by approximately 13,400 square meters during the year ended December 31, 2014 as a result of expansions to existing data centers in London, Brussels, Stockholm and Zurich, the construction of new data centers in Frankfurt, Amsterdam, Vienna and Stockholm and the acquisition of a data center in Marseille. We expect cost of sales as a percentage of revenue to decrease as we increase utilization at our existing facilities. This decrease may be offset by the impact of lower utilization in new data centers we open as part of our data center expansion projects.

Other Income

Other income represents income that we do not consider part of our core business. It includes income from the subleases on unused data center sites.

Sales and Marketing Costs

Our sales and marketing costs increased to €24.6 million for the year ended December 31, 2014 from €22.8 million for the year ended December 31, 2013, an increase of 8%. Sales and marketing costs were 7% of revenue for each of the years ended December 31, 2014 and 2013.

The increase in sales and marketing costs was primarily a result of an increase of €1.2 million in compensation and related costs due to increases in employee headcount and marketing expenses associated with our continued strategy to invest in our industry focused customer development and acquisition approach.

General and Administrative Costs

General and administrative costs consist of depreciation, amortization and impairments, share-based payments, increase/(decrease) in provision for onerous lease contracts and other general and administrative costs.

Depreciation, amortization and impairments increased to €62.2 million for the year ended December 31, 2014 from €57.7 million for the year ended December 31, 2013, an increase of 8%. Depreciation, amortization and impairments was 18% of revenue for the year ended December 31, 2014 and 19% for the year ended December 31, 2013. The increase was a result of new data centers and data center expansions, partly offset by lower depreciation charges attributable to a change in the estimated useful life of certain assets. In the fourth quarter of the year ended December 31, 2013, the Company completed its annual review of the estimated useful life of its property, plant and equipment. As a result of this review, the Company concluded that certain of its existing assets were in use longer than originally anticipated. Therefore, the estimated useful life of certain of our property, plant and equipment was extended effective October 1, 2013. On an annualized basis for the year 2013, the depreciation charges on a like for like basis would have been approximately €8 million lower.

In determining Adjusted EBITDA we add back share-based payments. For the year ended December 31, 2014 we recorded share-based payments of €6.6 million, an increase of 58% from the year ended December 31, 2013. The increase is primarily due to new grants of options, restricted shares and performance shares in 2014. In determining Adjusted EBITDA we also add back increase/(decrease) in provision for onerous lease contracts. Following our annual review of the provision for onerous lease contracts, the Company decreased the provision by €0.8 million in 2014 while in 2013, the provision remained unchanged.

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Other general and administrative costs increased to €30.6 million for the year ended December 31, 2014 from €28.3 million for the year ended December 31, 2013, an increase of 8%. Other general and administrative costs were 9% of revenue for the years ended December 31, 2014 and December 31, 2013. The increase in the other general and administrative costs was due to both an increase of €1.5 million in compensation costs principally resulting from an increase in salaries associated with an increased headcount and higher external hires and to an increase in the costs for professional advisory services.

Net Finance Expense

Net finance expense decreased to €27.9 million for the year ended December 31, 2014 from €57.5 million for the year ended December 31, 2013, a decrease of 51%. Net finance expense was 8% of revenue for the year ended December 31, 2014 and 19% of revenue for the year ended December 31, 2013. The decrease in net finance expense for the year ended December 31, 2014 was due primarily to €31.0 million in costs incurred in 2013 related to the refinancing of our debt and higher capitalization of borrowing costs, partly offset by higher interest charges following the issue of €150.0 million Additional Notes in April 2014. We capitalized €3.6 million of borrowing costs during the period of construction of new data center space in the year ended December 31, 2014 compared to €1.7 million in the year ended December 31, 2013.

Income Taxes

Income tax expense was €15.4 million for the year ended December 31, 2014 compared to €6.1 million for the year ended December 31, 2013. Income tax expense was 5% of revenue for the year ended December 31, 2014 and 2% of revenue for the year ended December 31, 2013. The increase in income tax expenses was primarily due to an increase in profit before tax in 2014 as a result of the one-time €31.0 million debt refinancing costs incurred in 2013, resulting in a €7.8 million negative tax impact in the year ended December 31, 2014. The effective income tax rate of 31% in the year ended December 31, 2014, compared to 47% for the year ended December 31, 2013, was positively impacted by the tax effect, on the €31.0 million refinancing costs, included in the 2013 tax charge as a credit but at a lower than average tax rate.

We recorded current tax expenses of €8.9 million for the year ended December 31, 2014 and €7.9 million for the year ended December 31, 2013. We recorded deferred tax expense of €6.5 million for the year ended December 31, 2014 and deferred tax income of €1.8 million for the year ended December 31, 2013. Deferred tax is charged for the annual movements in temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

The deferred tax income in the year ended December 31, 2013 was principally due to the pre-tax refinancing costs of €31.0 million, which created a taxable loss.

Liquidity and Capital Resources

As of December 31, 2015 our total indebtedness consisted of (i) €475.0 million 6.00% Senior Secured Notes due 2020, (ii) other debt and finance lease obligations totaling €36.2 million and (iii) mortgages totaling €44.6 million. The borrowing requirements of the Company are not subject to significant seasonality. Under our Revolving Facility, interest is based on a floating rate index. The interest expense on the remainder of our outstanding indebtedness is based on a fixed rate, except for our mortgages. Our PAR3, PAR5, BRU1, AMS3, AMS6 and FRA8/FRA10 mortgages are subject to a floating interest rate of EURIBOR plus an individual margin ranging from 200 to 275 basis points. The interest rates on the mortgages secured by our PAR3 and PAR5 properties have been swapped to a fixed rate for approximately 75% of the principal outstanding amounts for a period of 10 years.

As of December 31, 2015 the interest payable under the Revolving Facility on (i) any EUR amounts drawn would be at the rate of EURIBOR plus 350 basis points per annum, (ii) any Danish Kroner amounts drawn would be at the rate of CIBOR plus 350 basis points per annum, (iii) any Swedish Krona amounts drawn would be at the rate of STIBOR plus 350 basis points per annum and (iv) other applicable currencies including GBP amounts drawn at the rate of LIBOR plus 350 basis points per annum. The Revolving Facility was undrawn as of December 31, 2015.

Historically, we have made significant investments in our property, plant and equipment and intangible assets in order to expand our data center footprint and total Equipped Space as we have grown our business. In the year ended December 31, 2015 we invested €192.6 million in property, plant and equipment (€ 186.1 million) and intangible assets (€ 6.5 million), of which €175.7 million was attributed to expansion capital expenditures and the remainder was attributed to maintenance and other capital expenditures. In the year ended December 31, 2014 we invested €216.3 million in property, plant and equipment (€213.0 million) and intangible assets (€3.3 million), of which €198.7 million, including acquisition of MRS1 data center (€8 million), was attributed to expansion capital expenditures and the remainder was attributed to maintenance and other capital expenditures. In the year ended December 31, 2013 we invested €143.4 million in property, plant and equipment (€140.3 million) and intangible assets (€3.1 million), of which €135.1 million, including acquisition of AMS3 data center (€8.8 million), was attributed to expansion capital expenditures and the remainder was attributed to maintenance and other capital expenditures. Although in any one year the amount of maintenance and replacement capital expenditures may vary, we expect that long-term such expenses will be between 4% and 6% of total revenue.

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As of December 31, 2015 we had €58.6 million of cash and cash equivalents of which €4.9 million was restricted cash, mostly denominated in euro. Restricted cash is held as collateral to support the issuance of bank guarantees on behalf of a number of subsidiary companies.

A limited amount of the Company’s total cash balance may be subject to certain restrictions in select countries that cannot be repatriated without a tax implication. The amount of cash that cannot be repatriated without a tax implication is negligible to the total liquidity of our business.

As of December 31, 2015 our €100.0 million Revolving Facility remained undrawn.

Sources and Uses of Cash

	Year ended December 31,
	2015			2014			2013
	(€’000)
Cash generated from operations		169,388			135,418			102,671
Net cash flows from/(used in) operating activities		127,070			104,418			72,563
Net cash flows from/(used in) investing activities		(187,923	)		(217,927	)		(143,381	)
Net cash flows from/(used in) financing activities		18,190			167,628			47,911

Net cash flows from/(used in) operating activities

The increase in net cash flows from operating activities in the year ended December 31, 2015 compared to the year ended December 31, 2014 was primarily due to our improved operating performance. The increase in net cash flows from operating activities in the year ended December 31, 2014 compared to the year ended December 31, 2013 was primarily due to our improved operating performance and improved net working capital movements.

Net cash flows from/(used in) investing activities

The decrease in net cash flows used in investing activities in the year ended December 31, 2015 compared to the year ended December 31, 2014 was primarily due to lower investments in data center assets in 2015, partially offset by €3.1 million of cash proceeds from the sale of a financial asset. Capital expenditures in the year ended December 31, 2015 primarily related to the addition and expansion of data centers in Amsterdam, Marseille, Vienna, Frankfurt and Stockholm. The increase in net cash flows used in investing activities in the year ended December 31, 2014 compared to the year ended December 31, 2013 was primarily due to increased capital expenditures in the expansion of existing data centers in London, Brussels, Stockholm and Zurich, the construction of new data centers in Frankfurt, Amsterdam, Vienna and Stockholm and the acquisition of a data center in Marseille.

Net cash flows from/(used in) financing activities

Net cash flows from financing activities during the year ended December 31, 2015 were principally the result of the €14.9 million proceeds from the new mortgage on our FRA8 and FRA10 data centers, which we drew in December 2015 and €5.7 million proceeds from the exercises of stock options under our Equity based incentive plan. This was partially offset by repayments on mortgages in The Netherlands, France and Belgium. Net cash flows from financing activities during the year ended December 31, 2014 were principally the result of €157.9 million in net proceeds from the offering of the Additional Notes due 2020 and €9.2 million in gross proceeds drawn under the new mortgage on our BRU1 property. Net cash flows from financing activities during the year ended December 31, 2013 were principally the result of €317.1 million in net proceeds from the offering of the Senior Secured Notes due 2020 and the repayment of the €260.0 million Senior Secured Notes due 2017, €16.0 million in gross proceeds drawn under our new mortgage financings on our PAR3, PAR5 and AMS3 data center properties and €4.5 million in gross proceeds that we received from share options exercised by management and employees.

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We anticipate that cash flows from operating activities and available credit from our Revolving Facility will be sufficient to meet our operating requirements on a short-term (twelve months) and long-term basis, including repayment of the current portion as of December 31, 2015 of our debt as it becomes due, and to complete our publicly announced expansion projects.

The Company assesses its capital raising and refinancing needs on an ongoing basis and may enter into additional credit facilities and seek to issue equity and/or debt securities in the domestic and international capital markets if market conditions are favorable. Also, depending on market conditions, the Company may elect to repurchase portions of its debt securities in the open market, pursuant to the redemption provisions in the applicable indenture or otherwise.

Optional Redemption of the Senior Secured Notes

Optional Redemption prior to July 15, 2016 upon an Equity Offering

At any time prior to July 15, 2016, upon not less than 10 nor more than 60 days’ notice, we may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Senior Secured Notes at a redemption price of 106.000% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net proceeds from one or more equity offerings. We may only do this, however, if:

(a) at least 65% of the aggregate principal amount of the Senior Secured Notes that were initially issued (calculated after giving effect to the issuance of any additional notes) would remain outstanding immediately after the proposed redemption; and

(b) the redemption occurs within 90 days after the closing of such equity offering.

Optional Redemption prior to July 15, 2016

Prior to July 15, 2016, upon not less than 10 nor more than 60 days’ notice, we may during each 12-month period commencing on July 3, 2013 redeem up to 10% of the aggregate principal amount of the Senior Secured Notes (calculated after giving effect to the issuance of any Additional Notes) at a redemption price equal to 103.000% of the principal amount redeemed plus accrued and unpaid interest, if any, to the redemption date.

At any time prior to July 15, 2016, upon not less than 10 nor more than 60 days’ notice, we may also redeem all or part of the Senior Secured Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Redemption Premium and accrued and unpaid interest to the redemption date.

Optional Redemption on or after July 15, 2016

At any time on or after July 15, 2016 and prior to maturity, upon not less than 10 nor more than 60 days’ notice, we may redeem all or part of the Senior Secured Notes. These redemptions will be in amounts of €100,000 or integral multiples of €1,000 in excess thereof at the following redemption prices (expressed as percentages of their principal amount at maturity), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period commencing on July 15 of the years set forth below.

Year	Redemption Price
2016		104.500	%
2017		103.000	%
2018		101.500	%
2019 and thereafter		100.000	%

Any optional redemption or notice thereof may, at our discretion, be subject to one or more conditions precedent.

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Redemption Upon Changes in Withholding Taxes

We may, at our option, redeem the Notes, in whole but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice to the Holders, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the redemption date and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if we determine in good faith that we or any guarantor is or, on the next date on which any amount would be payable in respect of the Notes, would be obliged to pay Additional Amounts which are more than a de minimis amount in respect of the Notes or the Guarantees pursuant to the terms and conditions thereof, which we or any guarantor cannot avoid by the use of reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), as a result of:

(a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any relevant taxing jurisdiction affecting taxation which becomes effective on or after the date of the Indenture or, if the relevant taxing jurisdiction has changed since the date of the Indenture, on or after the date on which the then current relevant taxing jurisdiction became the relevant taxing jurisdiction under the Indenture; or

(b) any change in the official application, administration, or interpretation of the laws, treaties, regulations or rulings of any relevant taxing jurisdiction (including a holding, judgment or order by a court of competent jurisdiction) on or after the date of the Indenture or, if the relevant taxing jurisdiction has changed since the date of the Indenture, on or after the date on which the then current relevant taxing jurisdiction became the relevant taxing jurisdiction under the Indenture (each of the foregoing clauses (a) and (b), a “Change in Tax Law”).

The Notes also contain standard change of control provisions which require the Company to make an offer to each holder of Notes to purchase such holder’s Notes in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase, upon the occurrence of a change of control (as defined in the indenture for the Notes).

Definitions:

“Additional Amounts” means amounts the Issuer or Guarantor as the case may be, shall pay as may be necessary so that the net amount received by each Holder of the Notes (including Additional Amounts) after withholding or deduction on account of any such taxes from any payment made under or with respect to the Notes shall be not less than the amount that such Holder would have received if such taxes had not been required to be withheld or deducted.

“Applicable Redemption Premium” means, with respect to any Note on any redemption date, the greater of:

a) 1.0% of the principal amount of the Note; and

b) the excess of:

(i) the present value at such redemption date of: (x) the redemption price of such Note at July 15, 2016 (such redemption price being set forth in the table appearing on the face of the Notes); plus (y) all required interest payments that would otherwise be due to be paid on such Note during the period between the redemption date and July 15, 2016 (excluding accrued but unpaid interest), computed using a discount rate equal to the bund rate plus 50 basis points; over

(ii) the outstanding principal amount of the Note.

For the avoidance of doubt, calculation of the Applicable Redemptions Premium shall not be a duty or obligation of the trustee or any paying agent.

“Holder” means the person in whose name a Note is recorded on the registrar’s books.

“Indenture” means the indenture dated as of July 3, 2013 among InterXion Holding N.V., as Issuer, InterXion Belgium N.V., InterXion Danmark ApS, InterXion Carrier Hotel Limited, InterXion Datacenters B.V., InterXion Deutschland GmbH, Interxion España S.A., InterXion France SAS, InterXion HeadQuarters B.V., InterXion Ireland Limited, InterXion Nederland B.V. and InterXion Operational B.V., as initial guarantors, The Bank of New York Mellon, London Branch, as trustee, principal paying agent and transfer agent, The Bank of New York Mellon (Luxembourg) S.A., as registrar and Luxembourg paying agent and Barclays Bank PLC, as security trustee, as may be amended or supplemented from time to time.

“Issuer” means InterXion Holding N.V.

“Notes” means the €475 million 6.00% senior secured notes due 2020 including Additional Notes issued under the Indenture.

Restrictive Covenants Under Certain Financing Agreements

The Revolving Facility Agreement between, among others, the Company as original borrower, the Lenders and Barclays Bank PLC as agent and security trustee, provides for the €100.0 million Revolving Facility.

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Revolving Facility

Failure to comply with the financial covenants in our €100 million Revolving Facility Agreement would result in an event of default, which may cause all amounts outstanding under the facility to become immediately due and payable. Acceleration of such outstanding amounts under the facility may lead to an event of default under the indenture governing our €475 million 6.00% Senior Secured Notes. Failure to satisfy the financial covenants in the indenture would result in our inability to incur additional debt under certain circumstances.

The Revolving Facility Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company and its subsidiaries to:

• create certain liens;

• incur debt and/or guarantees;

• enter into transactions other than on arm’s-length basis;

• pay dividends or make certain distributions or payments;

• engage, in relation to the Company, in any business activity or own assets or incur liabilities not authorized by the Revolving Facility Agreement;

• sell certain kinds of assets;

• enter into any sale and leaseback transactions;

• make certain investments or other types of restricted payments;

• substantially change the nature of the Company or the Group’s business;

• designate unrestricted subsidiaries; and

• effect mergers, consolidations or sale of assets.

The restrictive covenants are subject to customary exceptions including, in relation to the incurrence of additional debt, a consolidated fixed charge ratio (calculated as a ratio of adjusted EBITDA to consolidated interest expense) to exceed 2.00 to 1.00 on a pro forma basis for the four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt and, if such debt is senior debt, a consolidated senior leverage ratio (calculated as a ratio of outstanding senior debt of the Company and its restricted subsidiaries (on a consolidated basis) to pro forma adjusted EBITDA) to be less than 4.00 to 1.00 on a pro forma basis for the four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt. The Revolving Facility Agreement also includes a leverage ratio financial covenant (tested on a quarterly basis) requiring total net debt (calculated as a ratio to pro forma EBITDA) not to exceed 4.00 to 1.00. In addition, the Company must ensure that the guarantors represent a certain percentage of adjusted EBITDA of the Group as a whole and a certain percentage of the consolidated net assets of the Group as a whole.

The breach of any of these covenants by the Company or the failure by the Company to maintain its leverage ratio could result in a default under the Revolving Facility Agreement. As of December 31, 2015, the Company was in compliance with all covenants in the Revolving Facility Agreement. In addition, the Company does not anticipate any such breach or failure and believes that its ability to borrow funds under the Revolving Facility Agreement will not be adversely affected by the covenants in the next twelve months.

Senior Secured Notes Indenture

The Indenture contains covenants for the benefit of the holders of the Notes that restrict, among other things and subject to certain exceptions, the ability of the Company and its subsidiaries to:

• incur debt;

• enter into certain transactions with, or for the benefit of, an affiliate;

• create or incur certain liens;

• incur a change in control;

• pay dividends or make certain distributions or payments;

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• engage in any business activity not authorized by the Indenture;

• sell certain kinds of assets;

• impair any security interest on the assets serving as collateral for the Notes;

• enter into any sale and leaseback transaction;

• make certain investments or other types of restricted payments;

• designate unrestricted subsidiaries;

• effect mergers, consolidations or sale of assets; and

• guarantee certain debt.

The breach of any of these covenants by the Company could result in a default under the Indenture. As of December 31, 2015, the Company was in compliance with all covenants in the Indenture.

EBITDA and Adjusted EBITDA

EBITDA for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 was €173.7 million, €140.6 million and €128.0 million, respectively, representing 45%, 41% and 42% of revenue, respectively. Adjusted EBITDA for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 was €171.3 million, €146.4 million and €131.8 million respectively, representing 44%, 43% and 43% of revenue, respectively.

We define EBITDA as operating profit plus depreciation, amortization and impairment of assets. We define Adjusted EBITDA as EBITDA adjusted to exclude share-based payments, M&A transaction costs, increase/decrease in provision for onerous lease contracts, M&A transaction break fee income, and income from sub-leases of unused data center sites. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. We present EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as additional information because we understand that they are measures used by certain investors and because they are used in our financial covenants in our €100 million Revolving Facility Agreement and €475 million 6.00% Senior Secured Notes due 2020. However, other companies may present EBITDA, Adjusted EBITDA and Adjusted EBITDA margin differently than we do. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measures of financial performance under IFRS and should not be considered as an alternative to operating profit or as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measure of performance derived in accordance with IFRS.

The following table presents a reconciliation of EBITDA and Adjusted EBITDA to operating profit according to our income statement, for the periods indicated:

	Year ended December 31,
	2015			2014			2013
	(€’000)
Profit for the year attributable to shareholders		48,566			35,060			6,824
Net tax expense		17,925			15,449			6,082
Profit before taxation		66,491			50,509			12,906
Net finance expense		29,022			27,876			57,453
Operating profit		95,513			78,385			70,359
Depreciation, amortization and impairments		78,229			62,177			57,670
EBITDA		173,742			140,562			128,029
Share-based payments		7,161			6,576			4,149
Increase/(decrease) in provision for onerous lease contracts(1)		(184	)		(805	)		—
M&A transaction break fee income		(20,923	)		—			—
M&A transaction costs		11,845			325			—
Income from sub-leases on unused data center sites(2)		(365	)		(271	)		(341	)
Adjusted EBITDA		171,276			146,387			131,837

Notes:

(1) “Increase in provision for onerous lease contracts” does not reflect the deduction of income from subleases on unused data center sites.

(2) “Income from sub-leases on unused data center sites” is reported within “Other income.”

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Contractual Obligations and Off-Balance Sheet Arrangements

We lease a majority of our data centers and certain equipment under non-cancellable lease agreements. The following represents our debt maturities, financings, leases and other contractual commitments as of December 31, 2015:

	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
	(€’000)
Long-term debt obligations(1)		668,877		34,595		75,482		547,638		11,162
Capital (finance) lease obligations(2)		81,242		3,901		9,019		26,651		41,671
Operating lease obligations in relation to onerous lease contracts		1,517		1,517		—		—		—
Operating lease obligations (3)		335,642		29,340		62,725		62,518		181,059
Energy purchase commitments		50,100		36,400		13,700		—		—
Other contractual purchase commitments		29,470		29,470		—		—		—
Capital purchase commitments		66,200		66,200		—		—		—
Total		1,233,048		201,423		160,926		636,807		233,892

Notes:

(1) Long-term debt obligations include the Senior Secured Notes, mortgages, loans from suppliers and/or landlords, including interest related thereto.

(2) Capital (finance) lease obligations include future interest payments.

(3) Operating lease obligations include the lease of property and equipment. Of our total operating leases, as of December 31, 2015, an amount of €70.6 million is cancellable until January 1, 2016.

We entered into 18 irrevocable bank guarantees totaling €6.0 million with ABN AMRO Bank, Royal Bank of Scotland, La Caixa and Frankfurter Sparkasse. These bank guarantees were primarily provided in lieu of cash deposits for lease contracts and either automatically renew in successive one-year periods or remain in effect, in each case, until the final lease expiration date. The bank guarantees are cash collateralized and the collateral is reflected as restricted cash on our statement of financial position. These contingent commitments are not reflected in the table above.

Primarily as a result of our various data center expansion projects, as of December 31, 2015, we were contractually committed for €66.2 million of unaccrued capital expenditures, primarily for data center equipment not yet delivered and labor not yet provided, in connection with the work necessary to complete construction and open these data centers prior to making them available to customers for installation. This amount, which is expected to be paid in 2016, is reflected in the table above as “Capital purchase commitments.”

We have other non-capital purchase commitments in place as of December 31, 2015, such as commitments to purchase power in select locations, through the year 2016, and other open purchase orders, which contractually bind us for goods or services to be delivered or provided during the remainder of 2016 and beyond. Such other purchase commitments as of December 31, 2015, which totaled €50.1 million, are also reflected in the table above as “Other contractual purchase commitments.”

In addition, although we are not contractually obligated to do so, we expect to incur additional capital expenditures consistent with our disciplined expansion and conservative financial management in our various data center expansion projects during the remainder of 2016 in order to complete the work needed to open these data centers. These non-contractual capital expenditures are not reflected in the table above.

On January 18, 2013, the Group entered into a €10 million mortgage financing. The mortgage loans are secured by mortgages on the PAR3 land owned by Interxion Real Estate II Sarl and the PAR5 land owned by Interxion Real Estate III Sarl, a pledge on the rights under the intergroup lease agreements between Interxion Real Estate II Sarl and Interxion Real Estate III Sarl, as lessors, and Interxion France SAS, as lessee, and are guaranteed by Interxion France SAS. The repayment of principal under the mortgage loans are required to be repaid in quarterly installments collectively amounting to €167,000 commencing April 18, 2013. The mortgage loans have a maturity of fifteen years and a variable interest rate based on EURIBOR plus an individual margin ranging from 240 to 280 basis points. The mortgage loan agreements require the interest rate to be fixed for a minimum of 40% of the principal outstanding amount for a minimum of six years. In April 2013, the interest rate was fixed for approximately 75% of the principal outstanding amount for a period of 10 years.

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On June 26, 2013, the Group entered into a €6 million mortgage financing. The mortgage loan is secured by a mortgage on the AMS3 property owned by Interxion Real Estate V B.V. and a pledge on the rights under the intergroup lease agreement between Interxion Real Estate V B.V., as lessor, and Interxion Nederland B.V., as lessee. The repayment of principal under this mortgage loan is required to be repaid in annual installments of €400,000 commencing May 1, 2014 and a final repayment of €4,400,000 due on May 1, 2018. The mortgage loan agreement includes a variable interest rate based on EURIBOR plus 275 basis points. The mortgage loan contains a minimum debt service capacity ratio of 1:1 based on the operations of Interxion Real Estate V B.V.

On April 1, 2014, the Group completed a €9.2 million mortgage financing with respect to our data center in Belgium. The facility is guaranteed by Interxion Real Estate Holding B.V. and is secured by a (i) mortgage on the data center property in Belgium, which was acquired by Interxion Real Estate IX N.V. on January 9, 2014 and (ii) pledge over the lease agreement. The facility has a maturity of fifteen years and has a variable interest rate based on EURIBOR plus 200 basis points. The principal amount is to be repaid in 59 quarterly installments of €153,330 of which the first quarterly installment was paid on July 31, 2014 and a final repayment of €153,330 is due on April 30, 2029. This mortgage does not contain any financial maintenance covenants.

On October 13, 2015, the Group completed a €15.0 million mortgage financing with respect to certain property in Germany. The facility is secured by a mortgage on the real estate property (FRA8 and FRA10) in Germany, which is owned by Interxion Real Estate I B.V., and a pledge over the lease agreement. The facility has a maturity of five years and has a variable interest rate based on EURIBOR plus 225 basis points. The principal amount is to be repaid in four annual installments of €1,000,000 of which the first quarterly installment is due on September 30, 2016, and a final repayment of €11,000,000 which is due on September 30, 2020.

On September 29, 2015, the Group entered into a contract to lease the properties related to the AMS8 data center. The lease, which covers land and building, will commence during the second quarter of 2016. The land component will be treated as an operating lease, the building as a financial lease and the fair value of the leased assets is estimated to be €26.2 million.

Critical Accounting Estimates

Basis of Measurement

We present our financial statements in thousands of euro. They are prepared under the historical cost convention except for certain financial instruments. The financial statements are presented on the going-concern basis. Our functional currency is the euro.

The accounting policies set out below have been applied consistently by us and our wholly-owned subsidiaries and to all periods presented in these consolidated financial statements.

Use of Estimates and Judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Judgments, estimates and assumptions applied by management in preparing the financial statements are based on circumstances as of December 31, 2015 and based on Interxion operating as a stand-alone company.

In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on amounts recognized in the financial statements are discussed below.

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Property, Plant and Equipment Depreciation

Estimated remaining useful lives and residual values are reviewed annually. The carrying values of property, plant and equipment are also reviewed for impairment where there has been a triggering event by assessing the present value of estimated future cash flows and net realizable value compared with net book value. The calculation of estimated future cash flows and residual values is based on our best estimates of future prices, output and costs and is therefore subjective. Furthermore, the valuation of some of the assets under construction requires judgments which are related to the probability of signing lease contracts and obtaining planning permits.

In the fourth quarter of 2013, as part of the annual review of the estimated useful lives, we concluded that certain of our existing assets are used longer than originally anticipated. The estimated useful lives of certain of our property, plant and equipment have, therefore, been extended. This change was accounted for as a change in accounting estimate on a prospective basis effective October 1, 2013 under IAS 8 “Change in Accounting Estimates”. In the fourth quarter of 2013, depreciation expenses were approximately €2.0 million less than the prior quarter as a result of changes in the estimated useful lives of certain of our property, plant and equipment. On an annualized basis for the year ended December 31, 2013, depreciation charges would have been approximately €8.0 million lower.

Intangible Fixed Assets Amortization

Estimated remaining useful lives and residual values are reviewed annually. The carrying values of intangible fixed assets are also reviewed for impairment where there has been a triggering event by assessing the present value of estimated future cash flows and net realizable value compared with net book value. The calculation of estimated future cash flows and residual values is based on our best estimates of future prices, output and costs and is therefore subjective.

Lease Accounting

At inception or modification of an arrangement, the Group determines whether such an arrangement is or contains a lease. Classification of a lease contract (operating versus a finance lease) is based on the extent to which risks and rewards incidental to ownership of a leased asset lie with the lessor or the lessee. The classification of lease contracts includes the use of judgments and estimates.

Costs of Site Restoration

Liabilities in respect of obligations to restore premises to their original condition are estimated at the commencement of the lease and reviewed yearly based on rents, remaining terms, contracted extension possibilities and possibilities of lease terminations. A provision for site restoration is recognized when costs for restoring leasehold premises to their original condition at the end of the lease term is required to be made and the likelihood of this liability is estimated to be probable. The discounted cost of the liability is included in the related assets and is depreciated over the remaining estimated term of the lease. If the likelihood of this liability is estimated to be possible, rather than probable, it is disclosed as a contingent liability.

Provision for Onerous Lease Contracts

Provision is made for the discounted amount of future losses expected to be incurred in respect of unused data center sites over the term of the leases. Where unused sites have been sublet or partly sublet, management has taken account of the contracted rental income to be received over the minimum sublease term in arriving at the amount of future losses. Currently, the provision for onerous lease contracts principally relates to two unused data center sites in Germany, one in Munich which was terminated in March 2016 and one in Dusseldorf terminating in August 2016.

Deferred Taxation

Provision is made for deferred taxation at the rates of tax prevailing at the period end dates unless future rates have been substantively enacted. Deferred tax assets are recognized where it is probable that they will be recovered based on estimates of future taxable profits for each tax jurisdiction. The actual profitability may be different depending upon local financial performance in each tax jurisdiction.

Share-based Payments

Equity-settled share-based payments are issued to certain employees under the terms of the long term incentive plans. The charges related to equity-settled share-based payments, options to purchase ordinary shares, are measured at fair value at the date of grant. The fair value at the grant date is determined using the Black Scholes model and is expensed over the vesting period. The value of the expense is dependent upon certain assumptions including the expected future volatility of the Company’s share price at the date of the grant.

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Senior Secured Notes due 2020

The Senior Secured Notes due 2020 are valued at amortized costs. The Senior Secured Notes due 2020 indenture includes optional redemption provisions, which allow us to redeem the Notes prior to their stated maturity. As part of the initial measurement of the amortized cost value of the Senior Secured Notes due 2020, we have assumed that the Notes will be held to maturity. If we redeem all or part of the Notes prior to their stated maturity the liability will be re-measured based on the original effective interest rate. The difference between the liability of excluding a change in assumed early redemption and the liability compared to including a change in assumed early redemption, will be reflected in our profit and loss.

Recent Accounting Pronouncements

The new standards, amendments to standards and interpretations listed below are available for early adoption in the annual period beginning January 1, 2015, although they are not mandatory until a later period. The Group has decided not to adopt these new standards or interpretations until a later point in time.

Effective date	New standard or amendments
January 1, 2016	IFRS 14 – Regulatory deferral accounts;
January 1, 2018	IFRS 15 – Revenue from contract with customers;
January 1, 2018	IFRS 9 – Financial instruments;

In January 2016, the IASB issued IFRS 16 – Leases. This standard is effective as from January 1, 2019. The Company has not yet assessed the impact of the aforementioned new standards and interpretations.

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ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Introduction

We have a one-tier board structure (“Board of Directors” or the “Board”) comprised of directors with the title “Executive Directors” and directors with the title “Non-Executive Directors” (together with the Executive Directors, the “Directors”). The majority of our Directors are independent as required by the NYSE.

Senior Management and Board of Directors

The following table lists the names, positions and ages of the members of our Senior Management and our Directors:

Name	Age	Position(2)	Term Expiration Date(1)
David Ruberg	70	President, Chief Executive Officer, Vice-Chairman and Executive Director		2016
M.V. “Josh” Joshi	48	Chief Financial Officer
Giuliano Di Vitantonio	48	Chief Marketing Officer
Jaap Camman	49	Senior Vice President, Legal
Jan Pieter Anten	43	Vice President, Human Resources
Frank Esser	57	Non-Executive Director		2017
Mark Heraghty	52	Non-Executive Director		2017
Jean F.H.P. Mandeville	56	Chairman and Non-Executive Director		2016
Rob Ruijter	64	Non-Executive Director		2018

Notes:

(1) The term of office expires at the annual general meeting of our shareholders held in the year indicated.

(2) All of our Directors except for our Chief Executive Officer David Ruberg are independent.

The business address of all members of our Senior Management and of our Directors is at our registered offices located at Tupolevlaan 24, 1119 NX Schiphol-Rijk, The Netherlands.

In connection with our entry into the Implementation Agreement, certain members of our Senior Management and our Directors entered into Irrevocable Undertaking Agreements, as further described in Item 7 “Major Shareholders and Related Party Transactions—Irrevocable Undertaking Agreements.” The principal functions and experience of each of the members of our Senior Management and our Directors are set out below:

David Ruberg, President, Chief Executive Officer, Vice-Chairman and Executive Director

Mr. Ruberg joined us as President and Chief Executive Officer in November 2007 and became Vice-Chairman of the board of directors when it became a one-tier board in 2011. Mr. Ruberg served as Chairman of the Supervisory Board from 2002 to 2007 and on the Management Board from 2007 until the conversion into a one-tier board. Mr. Ruberg was affiliated with Baker Capital, a private equity firm from January 2002 until October 2007. From April 1993 until October 2001 he was Chairman, President and CEO of Intermedia Communications, a NASDAQ-listed broadband communications services provider, as well as Chairman of its majority-owned subsidiary, Digex, Inc., a NASDAQ-listed managed web hosting company. He began his career as a scientist at AT&T Bell Labs, contributing to the development of operating systems and computer languages. He holds a Bachelor’s Degree from Middlebury College and a Masters in Computer and Communication Sciences from the University of Michigan.

M.V. “Josh” Joshi, Chief Financial Officer

Mr. Joshi joined us as Chief Financial Officer in August 2007. From June 2006 to December 2006 he was CFO of Leisure and Gaming plc, an online gaming and gambling business, and from April 2003 to May 2006 he was CFO of Telecity plc, a pan European carrier and cloud neutral data center business, both publicly traded companies on the London Stock Exchange. He was one of the founders and CFO of private-equity-backed Storm Telecommunications Limited, a U.S. and pan European data and network service provider. In his early career, Mr. Joshi spent 8 years in professional practice, predominantly with Arthur Andersen. Mr. Joshi holds a Bachelor’s Degree in Civil Engineering from Imperial College, London and is a chartered accountant.

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Giuliano Di Vitantonio, Chief Marketing & Strategy Officer

Mr. Di Vitantonio joined Interxion in January 2015 and is responsible for our market and product strategies, including product management, product marketing, segment strategy and business development. He joined from Cisco Systems, where he held the position of Vice President Marketing, Data Center & Cloud.

Mr. Di Vitantonio has over 20 years of experience in the IT industry, including 17 years at Hewlett-Packard, where he held a broad range of positions in R&D, strategy, consulting, business development and marketing. Mr. Di Vitantonio’s areas of expertise include IT management software, enterprise applications, data center infrastructure and business intelligence solutions. He has a master’s degree in EE/Telecommunications from the University of Bologna and an MBA from the London Business School. Mr. Di Vitantonio has lived in five different countries and is fluent in four languages.

Jaap Camman, Senior Vice President, Legal

Mr. Camman is responsible for all legal and corporate affairs across the Group. He joined us in November 1999 as Manager Legal and has been our Executive Vice President Legal since July 2002. Before joining us, he worked for the Dutch Government from February 1994 until October 1999. His latest position was Deputy Head of the Insurance Division within The Netherlands Ministry of Finance. Mr. Camman holds a Law Degree from Utrecht University.

Jan-Pieter Anten, Vice President, Human Resources

Mr. Anten joined us as Vice President Human Resources in October 2011. Prior to joining us, Mr. Anten worked for Hay Group, a global management consulting firm, as Director International Strategic Clients Europe, where he led major accounts within the European market. Prior to that, he held the position of Vice President Human Resources at Synthon, an international organization with worldwide affiliates. Before Synthon he worked for Hay Group as a Senior Consultant. Mr. Anten holds a degree from the University of Utrecht.

Frank Esser, Non-Executive Director

Mr. Esser serves on our board of directors, to which he was appointed in June 2014. Since 2000, he has held various positions with the French telecom operator SFR, where, from 2002 to 2012, he was President and CEO. From 2005 to 2012, he was a member of the board of Vivendi Management. Prior to that he was a Senior Vice President of Mannesmann International Operations until 2000. Mr. Esser serves on the board of AVG N.V., Dalensys S.A. and Swisscom AG. He is a Business Administration graduate from Cologne University and he holds a Doctorate in Business Administration from the Cologne University.

Mark Heraghty, Non-Executive Director

Mr. Heraghty serves on our board of directors, to which he was appointed in June 2014. His most recent position is Managing Director of Virgin Media Business. From 2006 to 2009, he was President EMEA for Reliance Globalcom with regional responsibility for the former FLAG Telecom and Vanco businesses which Reliance acquired. From 2000 to 2003, he was the CEO Europe for Cable & Wireless. Mr. Heraghty graduated from Trinity College Dublin with a degree in Mechanical Engineering (1985) and holds an MBA awarded by Warwick University (1992).

Jean F.H.P. Mandeville, Chairman and Non-Executive Director

Mr. Mandeville serves on our board of directors, to which he was appointed in January 2011. Since June 8, 2015, Mr. Mandeville has served as the Chairman of our board of directors. From October 2008 to December 2010, Mr. Mandeville served as Chief Financial Officer and board member of MACH S.à. r.l. He served as an Executive Vice President and Chief Financial Officer of Global Crossing Holdings Ltd/Global Crossing Ltd. from February 2005 to September 2008. Mr. Mandeville joined Global Crossing in February 2005, where he was responsible for all of its financial operations. He served as Chief Financial Officer of Singapore Technologies Telemedia Pte. Ltd./ST Telemedia from July 2002 to January 2005. In 1992, he joined British Telecom and served in various capacities covering all sectors of the telecommunications market (including wireline, wireless and multi-media) in Europe, Asia and the Americas. From 1992 to June 2002, Mr. Mandeville served in various capacities at British Telecom PLC, including President of Asia Pacific from July 2000 to June 2002, Director of International Development Asia Pacific from June 1999 to July 2000 and General Manager, Special Projects from January 1998 to July 1999. Mr. Mandeville was a Senior Consultant with Coopers & Lybrand, Belgium from 1989 to 1992. He graduated from the University Saint-Ignatius Antwerp with a Masters in Applied Economics in 1982 and a Special degree in Sea Law in 1985.

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Rob Ruijter, Non-Executive Director

Mr. Ruijter serves on our board of directors, to which he was appointed in November 2014. Mr. Ruijter was the Chief Financial Officer of KLM Royal Dutch Airlines from 2001 until its merger with Air France in 2004 and the Chief Financial Officer of VNU N.V. (a publicly listed marketing and publishing company now the Nielsen company) between 2004 and 2007. In 2009 and 2010 he served as the CFO of ASM International N.V. (a publicly listed manufacturer of electronic components) and in 2013 as the interim CEO of Vion Food Group N.V.

Mr. Ruijter currently serves on the Supervisory Board and as Chairman of the Audit Committee of Wavin N.V. (a manufacturer of piping), as well as on the Supervisory Board of Ziggo N.V. (a cable company). Mr. Ruijter is a non-executive director of Inmarsat Plc and the Chairman of its Audit Committee. He also serves as the Chairman of the Supervisory Board of Delta Lloyd N.V. and as a member of the Remuneration Committee, the Audit Committee, the Compensation Committee and the Risk Committee of that company. Mr. Ruijter is a Certified Public Accountant in the United States and in The Netherlands and a member of the ACT in the UK.

Board Powers and Function

Our Board is responsible for the overall conduct of our business and has the powers, authorities and duties vested in it by and pursuant to the relevant laws of The Netherlands and our articles of association. In all its dealings, our Board shall be guided by the interests of our Group as a whole, including but not limited to our shareholders. Our Board has the final responsibility for the management, direction and performance of us and our Group. Our Executive Director will be responsible for the day-to-day management of the Company. Our Non-Executive Directors will supervise the Executive Director and our general affairs and provide general advice to the Executive Director.

Our CEO is the general manager of our business, subject to the control of our Board, and is entrusted with all of our Board’s powers, authorities and discretions (including the power to sub-delegate) delegated by the full Board from time to time by a resolution of our Board. Matters expressly delegated to our CEO are validly resolved upon by our CEO and no further resolutions, approvals or other involvement of our Board is required. Our Board may also delegate authorities to its committees. Upon any such delegation our Board supervises the execution of its responsibilities by our CEO and/or our Board committees. It remains ultimately responsible for the fulfillment of its duties by them.

Our articles of association provide that in the event we have a conflict of interest with one or more Directors, we may still be represented by the Board or an Executive Director. In the event of a conflict of interest, however, our general meeting of shareholders has the power to designate one or more other persons to represent us. Our articles of association provide that in the event we have a conflict of interest with one or more Directors, we may still be represented by the Board or an Executive Director. In the event of a conflict of interest, however, our general meeting of shareholders has the power to designate one or more other persons to represent us. Under Dutch law, a Director is prohibited from participating in any Board discussion or decision making pertaining to a subject in which such director has a conflict of interest.

Board Meetings and Decisions

All resolutions of our Board are adopted by an absolute majority of votes cast in a meeting at which at least the majority of the Directors are present or represented. A member of the Board may authorize another member of the Board to represent him/her at the Board meeting and vote on his/her behalf. Each Director is entitled to one vote (provided that, for the avoidance of doubt, a member representing one or more absent members of the Board by written power of attorney will be entitled to cast the vote of each such absent member). If there is a tie, the Chairman has the casting vote.

Our Board meets as often as it deems necessary or appropriate or upon the request of any member of our Board. Our Board has adopted rules, which contain additional requirements for our decision-making process, the convening of meetings and, through separate resolution by our Board, details on the assignment of duties and a division of responsibilities between Executive Directors and Non-Executive Directors. Our Board has appointed one of the Directors as Chairman and one of more Directors as Vice-Chairman of the Board. Our Board is further assisted by a corporate secretary. The corporate secretary may be a member of our Board or our Senior Management and is appointed by our Board.

Composition of Board

The majority of our Directors are independent as required by the NYSE.

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Our Board consists of a minimum of one Executive Director and a minimum of three Non-Executive Directors, provided that our Board is comprised of a maximum of 7 (seven) members. The number of Executive Directors and Non-Executive Directors is determined by our general meeting of shareholders, provided that the majority of our Board must consist of Non-Executive Directors. Only natural persons can be Non-Executive Directors. The Executive Directors and Non-Executive Directors as such are appointed by our general meeting of shareholders, provided that our Board is classified, with respect to the term for which each member of our Board will severally be appointed and serve as member of our Board, into three classes, as nearly equal in number as reasonably possible.

The class I Directors serve for a term expiring at the annual general meeting of shareholders in 2017, the class II Directors serve for a term expiring at the annual general meeting of shareholders in 2018 and the class III Directors serve for a term expiring at the annual general meeting of shareholders in 2016. At each annual general meeting of shareholders, Directors appointed to succeed those Directors whose terms expire are appointed to serve for a term of office to expire at the third succeeding annual general meeting of shareholders after their appointment. Notwithstanding the foregoing, the Directors appointed to each class continue to serve their term in office until their successors are duly appointed and qualified or until their earlier resignation, death or removal. If a vacancy occurs, any Director so appointed to fill that vacancy serves its term in office for the remainder of the full term of the class of Directors in which the vacancy occurred.

Our Board has nomination rights with respect to the appointment of a Director. Any nomination by our Board may consist of one or more candidates per vacant seat. If a nomination consists of a list of two or more candidates, it is binding and the appointment to the vacant seat concerned will be from the persons placed on the binding list of candidates and will be effected through election. Notwithstanding the foregoing, our general meeting of shareholders may, at all times, by a resolution passed with a two-thirds majority of the votes cast representing more than half of our issued and outstanding capital, resolve that such list of candidates will not be binding.

Directors may be suspended or removed at any time by our general meeting of shareholders. A resolution to suspend or remove a Director must be adopted by at least a two-thirds majority of the votes cast, provided such majority represents more than half of our issued and outstanding share capital. Executive Directors may also be suspended by the Board.

Directors’ Insurance and Indemnification

In order to attract and retain qualified and talented persons to serve as members of our Board or our Senior Management, we currently do and expect to continue to provide such persons with protection through a directors’ and officers’ insurance policy. Under this policy, any of our past, present or future Directors and members of our Senior Management will be insured against any claim made against any one of them for any wrongful act in their respective capacities.

Under our articles of association, we are required to indemnify each current and former member of our Board who was or is involved, in that capacity, as a party to any actions or proceedings, against all conceivable financial loss or harm suffered in connection with those actions or proceedings, unless it is ultimately determined by a court having jurisdiction that the damage was caused by intent (opzet), willful recklessness (bewuste roekeloosheid) or serious culpability (ernstige verwijtbaarheid) on the part of such member.

Insofar as indemnification of liabilities arising under the Securities Act may be permitted to members of our Board, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Board Committees

Our Board has established an audit committee, a compensation committee and a nominating committee. The audit committee is in compliance with the NYSE listed company board committee independence requirements. The compensation committee and the nominating committee currently meet the NYSE independence standard. However, in the past, including during the year ended December 31, 2015, our compensation committee and nominating committee did not meet the NYSE independence standard. Rule 303A permits foreign private issuers like us to follow home country practice with regard to, amongst others, the independence requirement for the compensation committee and for the nominating committee. Our Board may also establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our articles of association and any applicable Board rules.

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Many of the NYSE corporate governance rules do not apply to us as a “foreign private issuer”; however, Rule 303A.11 requires foreign private issuers to describe significant differences between their corporate governance standards and the corporate governance standards applicable to U.S. companies listed on the NYSE. While we believe that our corporate governance practices are similar in many respects to those of U.S. NYSE-listed companies and provide investors with protections that are comparable in many respects to those established by the NYSE rules, there have been certain key differences which are described below.

Audit Committee

Our audit committee consists of three independent Directors, Rob Ruijter, Frank Esser and Mark Heraghty, with Rob Ruijter serving as the chairperson of the audit committee. The audit committee is independent as defined under and required by Rule 10A-3 under the U.S. Securities Exchange Act of 1934, as amended (“Rule 10A-3”) and the NYSE. Our Board of Directors has determined that Rob Ruijter qualifies as an “audit committee financial expert,” as that term is defined in Item 16A of Form 20-F. The audit committee has the responsibility, subject to Board and shareholder approval, for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm, KPMG Accountants N.V. In addition, approval of the audit committee is required prior to our entering into any related-party transaction. It is also responsible for “whistle-blowing” procedures, certain other compliance matters and the evaluation of the Company’s policies with respect to risk assessment and risk management.

Compensation Committee

Our compensation committee consists of three independent Directors, Rob Ruijter, Frank Esser and Mark Heraghty. Until June 5, 2015, John Baker, a former non-independent Director, served as the chairperson of the compensation committee. Since June 8, Mark Heraghty has acted as the chairperson of the compensation committee. Among other things, the compensation committee reviews, and makes recommendations to the Board regarding, the compensation and benefits of our CEO and our Board. The compensation committee also administers the issuance of stock options and other awards under our equity incentive plan and evaluates and reviews policies relating to the compensation and benefits of our employees and consultants.

Under Section 303A.05 of the NYSE rules, which govern compensation committees, the Company’s compensation committee meets the NYSE independence standard. However, prior to June 5, 2015, the Company’s compensation committee included one member that was not “independent” as defined under the applicable NYSE rules.

Nominating Committee

Our nominating committee consists of three independent Directors, Jean Mandeville, Frank Esser and Mark Heraghty. Until June 5, 2015, John Baker, a former non-independent Director, served as the chairperson of the nominating committee. Since June 8, Frank Esser has acted as the chairperson of the nominating committee. The nominating committee is responsible for, among other things, developing and recommending to our Board our corporate governance guidelines, identifying individuals qualified to become Directors, overseeing the evaluation of the performance of the Board, selecting the Director nominees for the next annual meeting of shareholders, and selecting director candidates to fill any vacancies on the Board.

Under Section 303A.04 of the NYSE rules, which govern nominating/corporate governance committees, the Company’s nominating committee meets the NYSE independence standard. However, prior to June 5, 2015, the Company’s nominating committee included one member that was not “independent” as defined under the applicable NYSE rules.

Compensation

The aggregate annual compensation of our Senior Management and Non-Executive Directors for the year ended December 31, 2015 was approximately €7.2 million.

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The aggregate compensation of our Non-Executive, Executive Directors, and other Senior Management members for the year ended December 31, 2015 is set forth below.

	Annual compensation		Bonus		Share- based payment charges		Termination / post- employment benefits		Total
							(€’000)
D.C. Ruberg		590		693		821		—		2,104
J.C. Baker		21		—		—		—		21
F. Esser		65		—		27		—		92
M. Heraghty		68		—		27		—		95
J.F.H.P. Mandeville		40		—		27		—		67
R.M. Manning		17		—		—		—		17
R. Ruijter		73		—		65		—		138
Subtotal		874		693		967		—		2,534
Senior Management (excluding D.C. Ruberg)(1)		1,315		743		2,560		43		4,661
Total		2,189		1,436		3,527		43		7,195

None of the non-executive directors is entitled to any contractually agreed benefit upon termination. Upon termination, the Executive Director is entitled to contractually agreed benefit compensation equal to twelve months base salary.

Employee Share Ownership Plans

On May 24, 2013, pursuant to the recommendation of our compensation committee, our Board adopted the 2013 International Equity Based Incentive Plan (the “2013 Plan”). The 2013 Plan was implemented to replace the InterXion Holding N.V. 2011 International Stock Option Plan and Incentive Master Award Plan (the “2011 Plan”). Pursuant to further recommendation of our compensation committee, our Board amended the 2013 Plan and adopted the 2013 Amended International Equity Based Incentive Plan (the “2013 Amended Plan”) on October 30, 2013. The 2013 Amended Plan was further amended on March 17, 2014 by our Board, pursuant to the recommendation of our compensation committee to clarify that the 2013 Amended Plan was adopted by the Board of Directors, instead of just by the Compensation Committee. The 2013 Amended Plan provides the compensation committee with the authority to award options, performance shares and restricted shares to certain employees and advisors.

We implemented the 2013 Amended Plan to attract and retain certain employees, advisors and board members and reward them for their contributions to the Group. The 2013 Amended Plan is designed to act as an incentive scheme, whereby various equity-based instruments may be awarded from time-to-time in accordance with the terms and conditions of the 2013 Amended Plan. The 2013 Plan was discontinued following the implementation of the 2013 Amended Plan, however, outstanding options will continue to be governed by the terms of the 2013 Plan until such options have been exercised in full.

The total number of shares which may be granted pursuant to the 2013 Amended Plan is 5,273,371 shares (the “Share Pool”). The Share Pool includes grants made under the 2011 Plan, the 2013 Plan and the 2013 Amended Plan. Shares subject to awards that expire, terminate or are otherwise surrendered, canceled or forfeited under the 2011 Plan, the 2013 Plan or the 2013 Amended Plan are returned to the Share Pool. Taking into account the grants made under those plans, as of December 31, 2015, approximately 2.1 million shares are available for grant.

Notes:

(1) The compensation for the Senior Management team (excluding D.C. Ruberg) includes the compensation for J. Joshi, J. Camman, J.P. Anten and G. Di Vitantonio.

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Under the 2011 Plan, our Board could grant options for ordinary shares to certain eligible persons following completion of our initial public offering. The 2011 Plan was discontinued following the implementation of the 2013 Plan.

Our 2008 International Stock Option Plan and Incentive Master Award Plan (the “2008 Plan”) was discontinued following our initial public offering. Outstanding options, however, will continue to be governed by the terms of the 2008 Plan until such options have been exercised in full.

Corporate Governance

The Dutch Corporate Governance Code, as revised, became effective on January 1, 2009, and applies to all Dutch companies listed on a government-recognized stock exchange, whether in The Netherlands or elsewhere. The Dutch Corporate Governance Code is based on a “comply or explain” principle, under which all companies filing annual reports in The Netherlands must disclose whether or not they are in compliance with the various rules of the Dutch Corporate Governance Code and explain the reasons for any instance of noncompliance.

With exception to Sections 303A.04 and 303A.05 of the NYSE rules, which govern nominating/corporate governance committees and compensation committees, respectively, we intend to comply with the NYSE rules. We also intend to comply with the Dutch Corporate Governance Code, but where the NYSE rules conflict with the Dutch Corporate Governance Code we intend to comply with the NYSE rules. For further information with respect to the composition of our Board committees, see the discussed above under “—Board Committees.”

Stock Options, Restricted and Performance Shares

As of March 16, 2016 our directors and senior managers were granted the awards (options, restricted and performance shares outstanding) as set forth below. The awards with exercise prices denominated in $ are awards granted under the “2011 Plan”, the “2013 Plan” and the “Amended 2013 Plan.” The restricted shares have been granted under the “2013 Plan”.

The ordinary shares beneficially owned by our directors and senior managers are disclosed in Item 7 “Major Shareholders and Related Party Transactions”.

Name	Awards granted  outstanding		Awards granted  outstanding, but unvested		Award Exercise  Price(s)		Award Expiration  Date
D. Ruberg		500,000		—	$	14.74	June 29, 2019
		70,863		70,863	$	0.00	January 1, 2018(1)(2)(4)
		76,574		76,574	$	0.00	January 1, 2019(1)(2)(5)
		61,469		61,469	$	0.00	January 1, 2020(1)(3)(6)
F. Esser		1,615		1,615	$	0.00	June 2016(7)
M. Heraghty		1,615		1,615	$	0.00	June 2016(7)
J.F.H.P. Mandeville		15,000		—	$	13.00	June 29, 2016
		1,615		1,615	$	0.00	June 2016(7)
Rob Ruijter		1,615		1,615	$	0.00	June 2016(7)
J. Joshi		100,000		18,750	$	10.00	October 31, 2020(1)
		13,995		13,995	$	0.00	January 1, 2018(1)(4)
		26,340		26,340	$	0.00	January 1, 2019(1)(5)
		21,815		21,815	$	0.00	January 1, 2020(1)(6)
G. Di Vitantonio		25,000		25,000	$	0.00	March 1, 2017(1)
		26,492		26,492	$	0.00	January 1, 2019(1)(5)
		21,941		21,941	$	0.00	January 1, 2020(1)(6)
J. Camman		9,375		9,375	$	10.00	October 31, 2020(1)
		5,000		5,000	$	0.00	January 1, 2018(1)
		9,384		9,384	$	0.00	January 1, 2018(1)(4)
		10,343		10,343	$	0.00	January 1, 2019(1)(5)
		8,428		8,428	$	0.00	January 1, 2020(1)(6)
		10,000		10,000	$	0.00	January 1, 2020(1)
J.P. Anten		6,250		5,000	$	10.00	January 11, 2021(1)
		5,000		5,000	$	0.00	January 1, 2018(1)
		8,939		8,939	$	0.00	January 1, 2018(1)(4)
		9,851		9,851	$	0.00	January 1, 2019(1)(5)
		8,196		8,196	$	0.00	January 1, 2020(1)(6)
		10,000		10,000	$	0.00	January 1, 2020(1)

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Notes:

(1) Represent awards of options, restricted and performance shares which contractually will vest and any lock up provisions will expire immediately upon a change of control.

(2) The actual total performance shares award is subject to shareholder approval at the next General Meeting of Shareholders, which we anticipate will be held in June 2016.

(3) The conditional total performance shares award is subject to shareholder approval at the General Meeting of Shareholders in 2017.

(4) Represent performance shares related to the year ended December 31, 2014 after final adjustment in accordance with the applicable long term incentive (“LTI”) plan.

(5) Represent performance shares related to the year ended December 31, 2015 after adjustment in accordance with the applicable LTI plan, which is subject to approval at the General Meetings of the Shareholders scheduled to be held in June 2016.

(6) Represent the conditional award of performance shares related to the year ended December 31, 2016.

(7) Represent awards of restricted shares to Non-executive Directors that were approved at the General Meeting of Shareholders in June 2015. The awards, subject to the Non-executive Directors having served the entire period between the 2015 and 2016 General meeting of Shareholders, will vest at the next General Meeting of Shareholders, which we anticipate will be held in June 2016. After vesting, these restricted shares are subject to lock-up provisions.

Employees

For a discussion of the number of employees, see Item 4 “Information on the Company—Employees.”

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ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

The following table sets forth information with respect to Directors, Senior Management and major shareholders, meaning shareholders that are beneficial owners of 5% or more of our ordinary shares as of March 16 , 2016.

Beneficial ownership is determined in accordance with rules of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. Ordinary shares subject to options and warrants currently exercisable or exercisable within 60 days are deemed outstanding and have therefore been included in the number of shares owned and the calculation of the percentage ownership of the person holding the options but are not deemed outstanding for computing the percentage ownership of any other person.

	Shares Beneficially Owned
Name of Beneficial Owner	Number		Percent (%)
5% Shareholders
Eminence Capital, LP(1)		5,356,519		7.64	%
Thornburg Investment Management Inc(2)		4,581,372		6.53	%
Directors and Senior Management
David Ruberg(3)(4)		1,345,995		1.92	%
Jean F.H.P. Mandeville(3)		19,043		*
Frank Esser(3)		1,996		*
Mark Heraghty(3)		1,996		*
Rob Ruijter(3)		1,996		*
Josh Joshi(5)		88,079		*
Giuliano Di Vitantonio(6)		19,870		*
Jaap Camman(7)		3,125		*
Jan Pieter Anten(8)		6,473		*

Notes:

(1) Eminence Capital, LP filed a schedule 13G/A on February 16, 2016, in which it reported that 5,356,519 ordinary shares were held by direct and indirect subsidiaries of Eminence Capital, LP in their role as the management company to the Eminence Funds, with respect to ordinary shares directly owned by the Eminence Funds and the investment advisor to Eminence GP, LLC, separately managed accounts (“SMA”), with respect to ordinary shares directly owned by the SMA. Eminence Capital may be deemed to have voting and dispositive power over the shares held for the accounts of the Eminence Funds and the SMA.

(2) Thornburg Investment Management Inc. filed a schedule 13G on February 12, 2016, in which it reported that 4,581,372 ordinary shares were held.

(3) Messieurs Ruberg, Esser, Heraghty, Mandeville, and Ruijter own our shares, restricted shares (subject to lock-up provisions) or share options.

(4) Mr. Ruberg is our President, Chief Executive Officer, Vice-Chairman and Executive Director. Mr. Ruberg’s shares beneficially owned consist of our ordinary shares, performance shares and options for our ordinary shares.

(5) Mr. Joshi is our Chief Financial Officer. Mr. Joshi’s total shares beneficially owned consist of restricted shares, performance shares and options for our ordinary shares.

(6) Mr. Di Vitantonio is our Chief Marketing & Strategy Officer. Mr. Di Vitantonio’s total shares beneficially owned consist of restricted shares and performance shares.

(7) Mr. Camman is our Senior Vice President of Legal and Corporate Secretary. Mr. Camman’s shares beneficially owned consist of restricted shares, performance shares and options for our ordinary shares.

(8) Mr. Anten is our Vice President of Human Resources. Mr. Anten’s shares beneficially owned of restricted shares, performance shares and options for our ordinary shares.

We effected a registered public offering of our ordinary shares and our ordinary shares began trading on the NYSE on January 28, 2011. Our major shareholders have the same voting rights as our other shareholders. As of March 16, 2016, we had 14 shareholders of record. Two of the shareholders of record were located in the United States and held in the aggregate 70,047,531 ordinary shares representing approximately 99.8% of our outstanding ordinary shares. However, the United States shareholders of record include Cede & Co., which, as nominee for The Depository Trust Company, is the record holder of 70,028,410 ordinary shares. Accordingly, we believe that the shares held by Cede & Co. include ordinary shares beneficially owned by both holders in the United States and non-United States beneficial owners. As a result, these numbers may not accurately represent the number of beneficial owners in the United States.

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Related Party Transactions

Share distribution by Baker Capital

On June 2, 2015, Lamont Finance N.V. and Baker Communications Fund II, L.P. requested that we instruct our Transfer Agent, American Stock Transfer & Trust Company, to remove the restrictive legend on all of the 18,657,592 ordinary shares held by Lamont Finance N.V. and Baker Communications Fund II, L.P.

Baker Capital (“Baker”) made a pro rata distribution-in-kind of these shares immediately to the partners of Baker Communications Fund II (Cayman) L.P. and Baker Communications Fund II L.P., which funds initially acquired Interxion shares in 2000. Under the terms of the undertaking executed by Baker in support of the proposed transaction between Interxion and TelecityGroup plc, it was contemplated that Baker would make a full distribution of its shares to its partners upon the closing of the transaction. The distribution was made following the termination of the proposed transaction with TelecityGroup plc and the related undertaking executed by Baker. Following the distribution, Baker owns shares constituting less than 1% of our outstanding ordinary shares.

This distribution did not have any effect upon the total number of ordinary shares outstanding.

As a result of the 18.6 million ordinary share distribution by funds affiliated with Baker, Mr. John Baker (on June 5, 2015) and Mr. Rob Manning (on June 7, 2015), tendered their resignations as Directors, effective immediately. Mr. Jean F.H.P. Mandeville was appointed as the new Chairman of the Board replacing Mr. Baker, effective June 8, 2015. Pursuant to our Articles of Association, the Board is comprised of at least one Executive Director and three Non-executive Directors. At most the Board shall be comprised of seven Directors, a majority of which shall be Non-executive Directors. Consequently the current composition of the Board is compliant with the Company’s Articles. The Company may decide to increase the number of Directors in accordance with its Articles.

On June 8, 2015, our Board adopted amendments to the Company’s Bylaws to eliminate references to the shareholders agreement of February 2, 2011 between the Company and affiliates of Baker Capital, which is no longer in place, and to related provisions.

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ITEM 8: FINANCIAL INFORMATION

Reference is made to Item 18 for a list of all financial statements filed as part of this annual report. For information on legal proceedings, please refer to Item 4 “Information on the Company,” above.

Dividends and Dividend Policy

We have never declared or paid cash dividends on our ordinary shares. We currently intend to retain any future earnings to fund the development and growth of our business and we do not currently anticipate paying dividends on our ordinary shares. Our Board of Directors will have the discretion to determine to what extent profits shall be retained by way of a reserve. The remaining profits will be at the disposal of our general meeting of shareholders for distribution of a dividend or to be added to the reserves or for such other purposes as our general meeting of shareholders decides, upon a proposal of our Board of Directors. Our Board of Directors, in determining whether to recommend to our shareholders the payment of dividends, will consider our ability to declare and pay dividends in light of our future operations and earnings, capital expenditure requirements, general financial conditions, legal and contractual restrictions and other factors that it may deem relevant. In addition, our outstanding €475 million 6.00% Senior Secured Notes due 2020 and our credit agreements limit our ability to pay dividends and we may in the future become subject to debt instruments or other agreements that further limit our ability to pay dividends. To the extent we pay dividends in euro, the amount of U.S. dollars realized by shareholders will vary depending on the rate of exchange between U.S. dollars and euro. Shareholders will bear any costs related to the conversion of euro into U.S. dollars.

We are a holding company incorporated in The Netherlands. Under Dutch law, we may only pay dividends out of our profits or our share premium account subject to our ability to service our debts as they fall due in the ordinary course of our business and subject to Dutch law and our articles of association. See Item 10 “Additional Information—General.” We rely on dividends paid to us by our wholly-owned subsidiaries in the United Kingdom, France, Germany, Austria, The Netherlands, Ireland, Spain, Sweden, Switzerland, Belgium and Denmark to fund the payment of dividends, if any, to our shareholders.

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ITEM 9: THE OFFER AND LISTING

Markets

Our ordinary shares began trading on the NYSE under the symbol “INXN” on January 28, 2011.

New York Stock Exchange Trading History

The following table shows, for the periods indicated, the high and low sales prices per ordinary share as reported on the NYSE.

Yearly highs and lows	High		Low
	($ per ordinary shares)
2015		33.16		25.85
Quarterly highs and lows	High		Low
	($ per ordinary shares)
2015
First quarter		33.16		26.23
Second quarter		32.00		27.04
Third quarter		29.18		25.85
Fourth quarter		31.48		26.25
2014
First quarter		25.81		23.25
Second quarter		27.59		23.64
Third quarter		29.01		26.58
Fourth quarter		28.60		24.97
2013
First quarter		26.28		22.56
Second quarter		27.67		22.73
Third quarter		27.32		22.24
Fourth quarter		23.61		20.67
2012
First quarter		18.10		13.57
Second quarter		20.28		15.82
Third quarter		22.72		17.49
Fourth quarter		23.76		20.26
2011
First quarter (from January 28, 2011)		15.88		12.11
Second quarter		15.62		12.93
Third quarter		15.39		10.71
Fourth quarter		14.24		11.12
Monthly highs and lows	High		Low
	($ per ordinary shares)
2016
January		31.71		26.75
February		32.63		28.88
March (through March 28, 2016)		34.41		30.63
2015
October		29.88		26.25
November		31.48		28.85
December		30.75		29.01

On March 28, 2016, the closing price of InterXion’s ordinary shares listed on The New York Stock Exchange was $34.18.

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ITEM 10: ADDITIONAL INFORMATION

Material contracts

The Intercreditor Agreement dated as of July 3, 2013, among InterXion Holding N.V. and certain of its subsidiaries and Barclays Bank PLC as security trustee.

The intercreditor agreement entered into in connection with the Revolving Facility Agreement and the Indenture is referred to in this description as the “Intercreditor Agreement” and InterXion Holding N.V. and each of its subsidiaries that incurs any liability or provides any guarantee under the Revolving Facility Agreement or the Indenture is referred to in this description as a “Debtor” and are referred to collectively as the “Debtors.”

In connection with the Revolving Facility Agreement, InterXion Holding N.V. and certain of its subsidiaries entered into an English law governed intercreditor agreement governing the relationships and relative priorities among: (i) the Lenders (as defined below); (ii) original hedge counterparty or other persons that accede to the intercreditor agreement as counterparties to certain hedging agreements (the “Hedging Agreements”; the original hedge counterparty and any other person that accedes to the intercreditor agreement as counterparties to the Hedging Agreements are referred to in such capacity as the “Hedge Counterparties”); (iii) the holders of the Senior Secured Notes and (iv) intra-group creditors and debtors. In addition, the intercreditor agreement regulates the relationship between InterXion Holding N.V. and its subsidiaries, on the one hand, and shareholders of InterXion Holding N.V. and related parties, on the other hand.

The Intercreditor Agreement, among other things, sets out:

• the relative ranking of certain indebtedness of the Debtors (including under the Revolving Facility Agreement and the Senior Secured Notes);

• the relative ranking of certain security granted by the Debtors;

• when payments can be made in respect of certain indebtedness of the Debtors (including the Revolving Facility Agreement and the Senior Secured Notes);

• when enforcement actions can be taken in respect of that indebtedness and the distribution of any enforcement proceeds;

• the terms pursuant to which that indebtedness will be subordinated upon the occurrence of certain insolvency events;

• turnover provisions; and

• when security and guarantees will be released to permit a sale of the collateral.

The Intercreditor Agreement allows for the issuance of senior unsecured notes by InterXion Holding N.V., and for such senior unsecured notes to be guaranteed by the Debtors on a subordinated basis, and includes customary provisions in relation to issuance of the senior unsecured notes. By accepting a note, holders of the notes shall be deemed to have agreed to, and accepted the terms and conditions of, the Intercreditor Agreement.

The Revolving Facility Agreement dated as of June 17, 2013, among InterXion Holding N.V. and the financial institutions party thereto, as Lenders and Barclays Bank PLC, as agent and security trustee.

On June 17, 2013, we entered into the English law governed Revolving Facility Agreement between, among others, InterXion Holding N.V., the lenders named therein (the “Lenders”) and Barclays Bank PLC as agent (the “Agent”) and security trustee, pursuant to which a €100.0 million revolving facility has been made available to the Company.

Borrowings under the Revolving Facility will be used to finance our general corporate and working capital needs (including capital expenditure, acquisitions and investments, which are not prohibited by the Revolving Facility Agreement), but not the prepayment, repayment or redemption of bonds, term debt or replacement debt (or any interest in any bonds, term debt or replacement debt) and the purchase of bonds, term debt or replacement debt in open market purchases or otherwise (as such terms are defined in the Revolving Facility Agreement).

The Revolving Facility initially bears interest at a rate per annum equal to EURIBOR (or, for loans denominated in Sterling, USD, DKK, SEK or CHF, LIBOR, CIBOR or STIBOR (as applicable)) plus a margin of 3.50% per annum, subject to a margin ratchet pursuant to which the margin may be reduced by up to a maximum of 1.00% per annum if total net debt (as defined in the Revolving Facility Agreement) at each quarter end to the pro forma EBITDA for the twelve months ending on that quarter end (as such terms are defined in the Revolving Facility Agreement) is equal to or less than 2.00:1.

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We are also required to pay a commitment fee, quarterly in arrears, on available but undrawn commitments under the Revolving Facility at a rate of 40.0% of the then applicable margin.

The Revolving Facility Agreement has a final maturity date of July 3, 2018. Any amount still outstanding at that time will be immediately due and payable. Subject to certain conditions, any borrower under the Revolving Facility Agreement may voluntarily prepay the utilizations and the borrower may permanently cancel all or part of the available commitments under the Revolving Facility in a minimum amount of €5,000,000 by giving not less than three business days’ (or such shorter period as the required majority lenders under the Revolving Facility Agreement agree) prior notice to the Agent (as defined in the Revolving Facility Agreement).

We may reborrow amounts repaid, subject to certain conditions, until one month prior to final maturity.

In addition to voluntary prepayments, the Revolving Facility Agreement requires mandatory prepayment (or, as the case may be, an offer to do so) in full or in part in certain circumstances, including:

• with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under the Revolving Facility Agreement or to maintain its participation in any loan under the Revolving Facility;

• if a lender so requires in respect of that lender’s participation in an outstanding loan under the Revolving Facility, upon a Change of Control (as defined in the Revolving Facility Agreement); and/or

• upon the occurrence of the sale of all or substantially all of the assets of the Group.

Drawdowns under the Revolving Facility are subject to satisfaction of certain conditions precedent on the date the applicable drawdown is requested and on the date such loan is utilized including: (i) no default (or event of default for rollover of existing loans at the end of an interest period) is continuing or would result from such drawdown and (ii) certain repeating representations and warranties specified in the Revolving Facility Agreement being true in all material respects.

The Revolving Facility is guaranteed irrevocably and unconditionally on a joint and several basis by certain members of the Group (subject to applicable local law limitations). Borrowings under the Revolving Facility are secured by various share pledges, inter-company loan receivables owed to the Company or any of the guarantors under the Revolving Facility and the bank accounts of the Company and the guarantors under the Revolving Facility.

The Revolving Facility Agreement contains customary operating and restrictive covenants, subject to certain agreed exceptions, qualifications and thresholds as well as customary events of default (subject in certain cases to agreed grace periods, qualifications and thresholds), including a cross default with respect to an event of default under the Indenture (as defined below) governing the Senior Secured Notes due 2020 (as defined below). The Revolving Facility also requires InterXion Holding N.V., each borrower and each guarantor to observe certain customary affirmative covenants (subject to certain agreed exceptions, qualifications and thresholds) and requires InterXion Holding N.V. to comply with a leverage ratio financial covenant (calculated as the ratio of consolidated total net debt at each quarter end to pro forma EBITDA for the twelve months ending on that quarter end).

The Indenture dated July 3, 2013, among InterXion Holding N.V., as Issuer, the initial guarantors, the Bank of New York Mellon, London Branch, as trustee, principal paying agent and transfer agent, The Bank of New York Mellon (Luxembourg) S.A., as registrar and Luxembourg paying agent and Barclays Bank PLC, as security trustee.

On July 3, 2013, the Company issued an aggregate principal amount of €325 million 6.00% Senior Secured Notes due 2020 (the “Initial Notes”). On April 29, 2014, the Company issued a further €150 million aggregate principal amount of 6.00% Senior Secured Notes due 2020 (the “Additional Notes” and together with the Initial Notes, the “Senior Secured Notes”). The Additional Notes were issued pursuant to the same indenture as the Initial Notes.

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The aggregate €475 million Senior Secured Notes due 2020 are governed by an indenture dated July 3, 2013, between the Company, as issuer, and The Bank of New York Mellon, London Branch as Trustee. The indenture contains customary restrictive covenants, including but not limited to limitations or restrictions on our ability to incur debt, grant liens, make restricted payments and sell assets. The restrictive covenants are subject to customary exceptions and are governed by a consolidated fixed charge ratio to exceed 2.00 and a consolidated senior leverage ratio not to exceed 4.00.

The obligations under the €475 million Senior Secured Notes due 2020 are guaranteed by certain of the Company’s subsidiaries.

The Company may redeem all or part of the €475 million Senior Secured Notes due 2020. The Company has the following redemption rights:

Optional Redemption prior to July 15, 2016 upon an equity offering

At any time prior to July 15, 2016, upon not less than 10 nor more than 60 days’ notice, we may on any one or more occasions redeem up to 35% of the aggregate principal amount of Senior Secured Notes at a redemption price of 106.000% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net proceeds from one or more equity offerings. We may only do this, however, if:

(a) at least 65% of the aggregate principal amount of Senior Secured Notes that were initially issued (calculated after giving effect to the issuance of any additional notes) would remain outstanding immediately after the proposed redemption; and

(b) the redemption occurs within 90 days after the closing of such equity offering.

Optional Redemption prior to July 15, 2016

Prior to July 15, 2016, upon not less than 10 nor more than 60 days’ notice, we may during each 12-month period commencing on July 3 redeem up to 10% of the aggregate principal amount of the Senior Secured Notes (calculated after giving effect to the issuance of any additional notes) at a redemption price equal to 103.000% of the principal amount redeemed plus accrued and unpaid interest, if any, to the redemption date.

At any time prior to July 15, 2016, upon not less than 10 nor more than 60 days’ notice, we may also redeem all or part of the Senior Secured Notes at a redemption price equal to 100% of the principal amount thereof plus the applicable redemption premium and accrued and unpaid interest to the redemption date.

Optional Redemption on or after July 15, 2016

At any time on or after July 15, 2016 and prior to maturity, upon not less than 10 nor more than 60 days’ notice, we may redeem all or part of the Senior Secured Notes. These redemptions will be in amounts of €100,000 or integral multiples of €1,000 in excess thereof at the following redemption prices (expressed as percentages of their principal amount at maturity), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period commencing on July 15 of the years set forth below.

Year	Redemption Price
2016		104.500	%
2017		103.000	%
2018		101.500	%
2019 and thereafter		100.000	%

General

Incorporation and Registered Office

We were incorporated on April 6, 1998 as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands. On January 11, 2000, we were converted from a B.V. to a limited liability company (naamloze vennootschap) under the laws of The Netherlands.

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Our corporate seat is in Amsterdam, The Netherlands. We are registered with the Trade Register of the Chamber of Commerce in Amsterdam under number 33301892. Our executive offices are located at Tupolevlaan 24, 1119 NX Schiphol-Rijk, The Netherlands. Our telephone number is +31 20 880 7600.

Articles of Association and Dutch Law

Set forth below is a summary of relevant information concerning our share capital and of material provisions of our articles of association (the “Articles”) and applicable Dutch law. This summary does not constitute legal advice regarding those matters and should not be regarded as such.

Corporate Purpose

Pursuant to Article 3 of our Articles, our corporate purpose is:

(a) to incorporate, to participate in any way whatsoever in, to manage, to supervise businesses and companies;

(b) to finance businesses and companies;

(c) to borrow, to lend and to raise funds, including through the issue of bonds, debt instruments or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities;

(d) to render advice and services to businesses and companies with which the Company forms a group and to third parties;

(e) to grant guarantees, to bind the Company and to pledge its assets for obligations of businesses and companies with which it forms a group and on behalf of third parties; and

(f) to perform any and all activities of an industrial, financial or commercial nature, and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

Issue of Ordinary Shares

Our Articles provide that we may issue ordinary shares, or grant rights to subscribe for ordinary shares, pursuant to a resolution of our general meeting of shareholders upon a proposal of our Board. Our Articles provide that our general meeting of shareholders may, upon a proposal of our Board, designate another body of the Company, which can only be our Board, as the competent body to issue ordinary shares, or grant rights to subscribe for ordinary shares. Pursuant to our Articles and Dutch law, the period of designation may not exceed five years, but may be renewed by a resolution of our general meeting of shareholders for periods of up to five years. If not otherwise stated in the resolution approving the designation, such designation is irrevocable. The resolution designating our Board must specify the number of shares which may be issued and, if applicable, any conditions to the issuance.

Pursuant to a decision that was made at our general meeting of shareholders held on January 26, 2011, certain amendments were made to our articles of association on January 28, 2011. Amongst others, our Board was designated as the corporate body competent to issue ordinary shares and to grant rights to subscribe for ordinary shares with the power to limit or exclude pre-emptive rights related thereto. This authority is limited to a maximum equal to our authorized share capital from time to time. Our Board’s authority to issue ordinary shares and grant rights to acquire ordinary shares was for a period of five years and expired on January 28, 2016.

On June 30, 2015, our general meeting of shareholders designated our Board as the corporate body competent to issues ordinary shares and to grant rights to subscribe for up to 4,352,281 ordinary shares, without pre-emption rights accruing to shareholders for the purpose of our employee incentive schemes, and to issues ordinary shares and to grant rights to subscribe for ordinary shares up to 10% of the authorized share capital at that time. Our Board’s authority to issue ordinary shares and grant rights to acquire ordinary shares is for a period of eighteen months expiring on December 31, 2016. Our general meeting of shareholders may extend this period, subject to the limitations set forth above.

Ordinary shares may not be issued at less than their nominal value and must be fully paid up upon issue.

No resolution of our general meeting of shareholders or our Board is required for an issue of ordinary shares pursuant to the exercise of a previously granted right to subscribe for ordinary shares.

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Pre-emptive Rights

Dutch law and our Articles generally give our shareholders pre-emptive rights to subscribe in proportion to the aggregate nominal value of the shares held by the respective shareholder for any issue of new ordinary shares or grant of rights to subscribe for ordinary shares. Exceptions to these pre-emptive rights include: (i) the issue of ordinary shares and the grant of rights to subscribe for ordinary shares to our employees, or a group company in accordance with section 2:24b of the Dutch Civil Code, (ii) the issue of ordinary shares in exchange for non-cash contributions, and (iii) the issue of ordinary shares which are issued to a person exercising a right to subscribe for ordinary shares previously granted.

A shareholder has the legal right to exercise pre-emption rights for at least two weeks after the date of the announcement of the issue or grant. However, our general meeting of shareholders, or our Board if so designated by our general meeting of shareholders, may restrict or exclude pre-emptive rights. A resolution by our general meeting of shareholders to designate another corporate body, which can only be our Board, as the competent authority to exclude or restrict pre-emptive rights requires a proposal by our Board and approval by a majority of at least two-thirds of the valid votes cast at our general meeting of shareholders if less than half of our issued and outstanding share capital is present or represented. A simple majority is sufficient if more than half of our issued and outstanding share capital is present or represented. A resolution by our general meeting of shareholders to designate our Board as the competent authority to exclude or restrict pre-emptive rights must be for a fixed period not exceeding five years and is only possible if our Board is simultaneously designated as the corporate body authorized to issue ordinary shares. If not otherwise stated in the resolution approving designation, such designation is irrevocable. If our general meeting of shareholders has not designated our Board, our general meeting of shareholders itself is the corporate body authorized to restrict or exclude pre-emptive rights upon a proposal by our Board.

Our Board is designated as the corporate body authorized to limit or exclude pre-emptive rights, subject to the limited authority it has to issue ordinary shares and grant rights to subscribe for ordinary shares as set out under “—Issue of Ordinary Shares” above, for a period of ending on January 28, 2016. In addition, our Board is designated as the corporate body authorized, subject to the limited authority it has to issue ordinary shares and grant rights to subscribe for ordinary shares, with our pre-emption rights accruing to shareholders for the purpose of our employee incentive schemes as set out under “—Issue of Ordinary Shares” above, for a period ending on December 31, 2016.

Reduction of Share Capital

Our general meeting of shareholders may, subject to Dutch law and our Articles and only upon a proposal of our Board, resolve to reduce our issued share capital by cancellation of ordinary shares or reduction of the nominal value of ordinary shares by amendment of our Articles. A resolution of our general meeting of shareholders to reduce the issued share capital must designate the ordinary shares to which the resolution applies and must make provisions for the implementation of such resolution. A resolution to cancel ordinary shares may only be adopted in relation to ordinary shares or depositary receipts for such shares we hold ourselves. A partial repayment or exemption from the obligation to pay up ordinary shares must be made pro rata, unless all of our shareholders agree otherwise. A resolution at our general meeting of shareholders to reduce our issued share capital requires a majority of at least two-thirds of the votes validly cast at a meeting at which less than half of our issued and outstanding share capital is present or represented. A simple majority is sufficient if more than half of our issued and outstanding share capital is present or represented.

Acquisition of Ordinary Shares

We may acquire our own fully paid up ordinary shares at any time for no consideration, or, subject to certain provisions of Dutch law and our Articles, if (i) our shareholders’ equity minus the payment required to make the acquisition, does not fall below the sum of called-up and paid-up share capital and any statutory reserves we must maintain by Dutch law or our Articles, and (ii) we and our subsidiaries would thereafter not hold ordinary shares or rights of pledge over ordinary shares with an aggregate nominal value exceeding 50% of our issued and outstanding share capital.

Dutch law generally and more specifically, the Dutch Civil Code, imposes minimum capital and other reserve requirements on legal entities as a way of protecting shareholders and creditors and maintaining the capital of a company. Such minimum capital and reserve requirements include, among other things, complying with certain minimum capital requirements when declaring and paying dividends and repurchasing shares in its own capital, maintaining reserves on the granting of legitimate financial assistance loans by a public limited company and maintaining reserves on the re-evaluation of assets.

An acquisition of ordinary shares for a consideration must be authorized by our general meeting of shareholders. Such authorization may be granted for a maximum period of 18 months and must specify the number of ordinary shares that may be acquired, the manner in which ordinary shares may be acquired and the price limits within which ordinary shares may be acquired. Authorization is not required for the acquisition of ordinary shares in order to transfer them to our employees. The actual acquisition may only be effected by a resolution of our Board.

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Any ordinary shares held by us in our own capital may not be voted on or counted for quorum purposes.

Exchange Controls and Other Provisions Relating to Non-Dutch Shareholders

There are no Dutch exchange control restrictions on investments in, or payments on, the ordinary shares. There are no special restrictions in our Articles or Dutch law that limit the right of shareholders who are not citizens or residents of The Netherlands to hold or vote the ordinary shares.

Dividends and Distributions

We may only make distributions to our shareholders in so far as our equity exceeds the sum of our paid-in and called-up share capital plus the reserves we are required to maintain by Dutch law or our proposed Articles. Under our Articles, our Board may determine that a portion of the profits of the current financial year shall be added to our reserves. The remaining profits are at the disposal of our general meeting of shareholders.

We may only make distributions of dividends to our shareholders after the adoption of our statutory annual accounts from which it appears that such distributions are legally permitted. However, our Board may resolve to pay interim dividends on account of the profits of the current financial year if the equity requirement set out above is met, as evidenced by an interim statement of assets and liabilities relating to the condition of such assets and liabilities on a date no earlier than the first day of the third month preceding the month in which the resolution to distribute interim dividends is made public. Our general meeting of shareholders may resolve, upon a proposal to that effect by our Board, to pay distributions at the expense of any of our reserves.

Additionally, if we choose to declare dividends, the payment of cash dividends on our shares is restricted under the terms of the agreements governing our indebtedness.

Dividends and other distributions may be made in cash or, but only at all times with the approval of the Board, in ordinary shares. Dividends and other distributions are due and payable as from the date determined by the corporate body resolving on the distribution. Claims to dividends and other declared distributions lapse after five years from the date that such dividends or distributions became payable and any such amounts not collected within this period revert to us and are allocated to our general reserves.

General Meetings of Shareholders and Voting Rights

Our annual general meeting of shareholders must be held within six months after the end of each of our financial years. It must be held in The Netherlands in Amsterdam, Haarlemmermeer (Schiphol Airport) or Hoofddorp. Our financial year coincides with the calendar year. An extraordinary general meeting of shareholders may be convened whenever our Board or CEO deems such necessary. Shareholders representing at least 10% of our issued and outstanding share capital may, pursuant to Dutch law and our Articles, request that a general meeting of shareholders be convened, specifying the items for discussion. If our Board has not convened a general meeting of shareholders within four weeks of such request such that such meeting can be held within six weeks following such request, the shareholders requesting such meeting are authorized to call such meeting themselves with due observance of the relevant provisions of our Articles.

The notice convening any general meeting of shareholders must include an agenda indicating the items for discussion, or it must state that the shareholders and any holders of depositary receipts for ordinary shares may review such agenda at our main offices in The Netherlands. We will have the notice published by electronic means of communication which is directly and permanently accessible until the meeting and in such other manner as may be required to comply with any applicable rules of the NYSE. The explanatory notes to the agenda must contain all facts and circumstances that are relevant for the proposals on the agenda. Such explanatory notes and the agenda will be placed on our website.

Shareholders holding at least 1% of our issued and outstanding share capital or ordinary shares representing a value of at least €50 million may submit agenda proposals for any general meeting of shareholders. Provided we receive such proposals no later than 60 days before the date of the general meeting of shareholders, and provided that such proposal does not, according to our Board, conflict with our vital interests, we will have the proposals included in the notice.

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Each of the ordinary shares confers the right to cast one vote. Each shareholder entitled to participate in a general meeting of shareholders, either in person or through a written proxy, is entitled to attend and address the meeting and, to the extent that the voting rights accrue to him, to exercise his voting rights in accordance with our Articles. The voting rights attached to any ordinary shares, or ordinary shares for which depositary receipts have been issued, are suspended as long as they are held in treasury.

Our Board may allow shareholders to, in person or through a person holding a written proxy, participate in a general meeting of shareholders, including to take the floor and, to the extent applicable, to exercise voting rights, through an electronic means of communication. Our Board selects the means of electronic communication and may subject its use to conditions.

To the extent that our Articles or Dutch law do not require a qualified majority, all resolutions of our general meeting of shareholders shall be adopted by a simple majority of the votes cast.

The following resolutions of our general meeting of shareholders may only be adopted upon a proposal by our Board:

(a) to effect a statutory merger (juridische fusie) or demerger (juridische splitsing);

(b) to issue ordinary shares or to restrict or exclude pre-emption rights on ordinary shares to the extent the authority to issue has not been delegated to our Board;

(c) to designate our Board as the corporate body authorized to issue ordinary shares or rights to subscribe for ordinary shares and to restrict or to exclude the pre-emption rights on ordinary shares or rights to subscribe for ordinary shares;

(d) to reduce our issued share capital;

(e) to make a whole or partial distribution of reserves;

(f) to amend our articles of association or change our corporate form; and

(g) to dissolve us.

Amendment of our Articles of Association

Our general meeting of shareholders may resolve to amend our Articles upon a proposal made by our Board.

Dissolution and Liquidation

Under our Articles, we may be dissolved by a resolution of our general meeting of shareholders upon a proposal of our Board.

In the event of dissolution, our business will be liquidated in accordance with Dutch law and our Articles and the liquidation shall be effected by our Board. During liquidation, the provisions of our Articles will remain in force to the extent possible. Any assets remaining upon completion of the dissolution will be distributed to the holders of ordinary shares in proportion to the aggregate nominal amount of their ordinary shares.

Disclosure of Information

Dutch law contains specific rules intended to prevent insider trading, tipping and market manipulation. We are subject to these rules and accordingly, we have adopted a code of securities dealings in relation to our securities.

Squeeze Out

If a shareholder, alone or together with group companies, (the “Controlling Entity”) holds a total of at least 95% of a company’s issued share capital by nominal value for its own account, Dutch law permits the Controlling Entity to acquire the remaining shares in the controlled entity (the “Controlled Entity”) by initiating proceedings against the holders of the remaining shares. The price to be paid for such shares will be determined by the Enterprise Chamber of the Amsterdam Court of Appeal (the “Enterprise Chamber”). A Controlling Entity that holds less than 95% of the shares in the Controlled Entity, but that in practice controls the Controlled Entity’s general meeting of shareholders, could attempt to obtain full ownership of the business of the Controlled Entity through a legal merger of the Controlled Entity with another company controlled by the Controlling Entity, by subscribing to additional shares in the Controlled Entity (for example, in exchange for a contribution of part of its own business), through another form of reorganization aimed at raising its interest to 95% or through other means.

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In addition to the general squeeze-out procedure mentioned above, following a public offer a holder of at least 95% of the outstanding shares and voting rights has the right to require the minority shareholders to sell their shares to it. To the extent there are two or more types of shares the request can only be made with regard to the type of shares of which the shareholder holds at least 95% in aggregate representing at least 95% of the voting rights attached to those shares. Any request to require the minority shareholders to sell their shares must be filed with the Enterprise Chamber within three months after the end of the acceptance period of the public offer. Conversely, in such a case, each minority shareholder has the right to require the holder of at least 95% of the outstanding shares and voting rights to purchase its shares. The minority shareholders must file such claim with the Enterprise Chamber within three months after the end of the acceptance period of the public offer.

Reporting of Insider Transactions

Pursuant to the Dutch Financial Supervision Act, the Directors and any other person who has managerial responsibilities or who has the authority to make decisions affecting our future developments and business prospects or who has regular access to inside information relating, directly or indirectly, to us (each an “Insider”), must notify The Netherlands Authority for the Financial Markets (“AFM”) of all transactions conducted for his own account relating to ordinary shares or securities the value of which is determined by the value of ordinary shares. The Netherlands Authority for the Financial Markets must be notified within five days following the transaction date. Notification may be postponed until the date the value of the transactions amounts to €5,000 or more per calendar year.

In addition, persons designated by the Decree on Market Abuse pursuant to the Dutch Financial Supervision Act (Besluit Marktmisbruik Wft) (the “Market Abuse Decree”) who are closely associated with an Insider must notify The Netherlands Authority for the Financial Markets of any transactions conducted for their own account relating to ordinary shares or securities the value of which is determined by the value of the ordinary shares. The Market Abuse Decree designates the following categories of persons: (i) the spouse or any partner considered by national law as equivalent to the spouse, (ii) dependent children, (iii) other relatives who have shared the same household for at least one year prior to the relevant transaction date, and (iv) any legal person, trust or partnership whose managerial responsibilities are discharged by, which is controlled by, which has been incorporated for the benefit of, or whose economic interests are the same as, a person referred to in the previous paragraph or under (i), (ii) or (iii) above.

The AFM keeps a public register of all notifications made pursuant to the Dutch Financial Supervision Act.

Pursuant to the rules against insider trading we have, among other things, further adopted rules governing the holding of, reporting and carrying out of transactions in our securities by the Directors or our employees. Further, we have drawn up a list of those persons working for us who could have access to inside information on a regular or incidental basis and have informed the persons concerned of the rules against insider trading and market manipulation including the sanctions which can be imposed in the event of a violation of those rules.

Non-compliance with the notification obligations under the market abuse obligations laid down in the Dutch Financial Supervision Act may lead to criminal fines, administrative fines, imprisonment or other sanctions.

Comparison of Dutch Corporate Law and U.S. Corporate Law

The following comparison between Dutch corporation law, which applies to us, and Delaware corporation law, the law under which many corporations in the United States are incorporated, discusses additional matters not otherwise described in this annual report.

Duties of directors

The Netherlands

Under Dutch law the board of directors is collectively responsible for the policy and day-to-day management of the Company. The non-executive directors will be assigned the task of supervising the executive directors and providing them with advice. Each director has a duty to the Company to properly perform the duties assigned to him. Furthermore, each board member has a duty to act in the corporate interest of the Company. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, customers and suppliers. The duty to act in the corporate interest of the Company also applies in the event of a proposed sale or break-up of the Company, whereby the circumstances generally dictate how such duty is to be applied. Any board resolution regarding a significant change in the identity or character of the Company or its business requires shareholders’ approval.

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Delaware

The board of directors of a Delaware corporation bears the ultimate responsibility for managing the business and affairs of a corporation. In discharging this function, directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its shareholders. Delaware courts have decided that the directors of a Delaware corporation are required to exercise an informed business judgment in the performance of their duties. An informed business judgment means that the directors have informed themselves of all material information reasonably available to them. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation. In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the shareholders.

Director terms

The Netherlands

Under Dutch law a director of a listed company is generally appointed for a maximum term of four years. There is no limit to the number of terms a director may serve.

Delaware

The Delaware General Corporation Law generally provides for a one-year term for directors, but permits directorships to be divided into up to three staggered classes with up to three-year terms, with the terms for each class expiring in different years, if permitted by the certificate of incorporation, an initial bylaw or a bylaw adopted by the shareholders, with exceptions if the board is classified or if the company has cumulative voting.

Director vacancies

The Netherlands

Under Dutch law, new members of the board of directors of a company such as ours are appointed by the general meeting. Our Articles provide that our Board has nomination rights with respect to the appointment of a new member of our Board. If a nomination consists of a list of two or more candidates, it is binding and the appointment to the vacant seat concerned shall be from the persons placed on the binding list of candidates and shall be effected through election. Notwithstanding the foregoing, our general meeting of shareholders may, at all times, by a resolution passed with a two-thirds majority of the votes cast representing more than half of our issued and outstanding capital, resolve that such list of candidates shall not be binding.

Delaware

The Delaware General Corporation Law provides that vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) unless (a) otherwise provided in the certificate of incorporation or by-laws of the corporation or (b) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case any other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy.

Shareholder proposals

The Netherlands

Pursuant to our Articles, extraordinary shareholders’ meetings will be held as often as our Board or our CEO deems such necessary. Additionally, shareholders and/or persons with depository receipt holder rights representing in the aggregate at least one-tenth of the issued capital of the Company may request the Board to convene a general meeting, specifically stating the business to be discussed. If our Board has not given proper notice of a general meeting within four weeks following receipt of such request such that the meeting can be held within six weeks after receipt of the request, the applicants shall be authorized to convene a meeting themselves. Pursuant to Dutch law, one or more shareholders representing at least 10% of the issued share capital may request the Dutch Courts to order that a general meeting be held.

The agenda for a meeting of shareholders must contain such items as our Board or the person or persons convening the meeting decide, including the time and place of the shareholders’ meeting and the procedure for participating in the shareholders’ meeting by way of a written power of attorney. The agenda shall also include such other items as one or more shareholders, representing at least such part of the issued share capital as required by the laws of the Netherlands (currently, 1% of the issued share capital or shares representing a value of €50 million) may request by providing a substantiated written request or a proposal for a resolution to our Board at least 60 days before the date of the meeting.

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Delaware

Delaware law does not specifically grant shareholders the right to bring business before an annual or special meeting.

Shareholder suits

The Netherlands

In the event a third party is liable to a Dutch company, only the company itself can bring a civil action against that party. The individual shareholders do not have the right to bring an action on behalf of the company. Only in the event that the cause for the liability of a third party to the company also constitutes a tortious act directly against a shareholder does that shareholder have an individual right of action against such third party in its own name. The Dutch Civil Code provides for the possibility to initiate such actions collectively. A foundation or an association whose objective is to protect the rights of a group of persons having similar interests can institute a collective action. The collective action itself cannot result in an order for payment of monetary damages but may only result in a declaratory judgment (verklaring voor recht). In order to obtain compensation for damages, the foundation or association and the defendant may reach—often on the basis of such declaratory judgment—a settlement. A Dutch court may declare the settlement agreement binding upon all the injured parties with an opt-out choice for an individual injured party. An individual injured party may also itself institute a civil claim for damages.

Delaware

Under the Delaware General Corporation Law, a shareholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself and other similarly situated shareholders where the requirements for maintaining a class action under Delaware law have been met. A person may institute and maintain such a suit only if that person was a shareholder at the time of the transaction which is the subject of the suit. In addition, under Delaware case law, the plaintiff normally must be a shareholder not only at the time of the transaction that is the subject of the suit, but also throughout the duration of the derivative suit. Delaware law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim and such demand has been refused before the suit may be prosecuted by the derivative plaintiff in court, unless such a demand would be futile.

Anti-takeover provisions

The Netherlands

Neither Dutch law nor our Articles specifically prevent business combinations with interested shareholders. Under Dutch law various protective measures are as such possible and admissible, within the boundaries set by Dutch case law and Dutch law.

Delaware

In addition to other aspects of Delaware law governing fiduciary duties of directors during a potential takeover, the Delaware General Corporation Law also contains a business combination statute that protects Delaware companies from hostile takeovers and from actions following the takeover by prohibiting some transactions once an acquirer has gained a significant holding in the corporation.

Section 203 of the Delaware General Corporation Law prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested shareholder that beneficially owns 15% or more of a corporation’s voting stock, within three years after the person becomes an interested shareholder, unless:

• the transaction that will cause the person to become an interested shareholder is approved by the board of directors of the target prior to the transactions;

• after the completion of the transaction in which the person becomes an interested shareholder, the interested shareholder holds at least 85% of the voting stock of the corporation not including shares owned by persons who are directors and also officers of interested shareholders and shares owned by specified employee benefit plans; or

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• after the person becomes an interested shareholder, the business combination is approved by the board of directors of the corporation and holders of at least 66.67% of the outstanding voting stock, excluding shares held by the interested shareholder.

A Delaware corporation may elect not to be governed by Section 203 by a provision contained in the original certificate of incorporation of the corporation or an amendment to the original certificate of incorporation or to the bylaws of the Company, which amendment must be approved by a majority of the shares entitled to vote and may not be further amended by the board of directors of the corporation. Such an amendment is not effective until twelve months following its adoption.

Removal of directors

The Netherlands

Under Dutch law, the general meeting has the authority to suspend or remove members of the board of directors at any time. Under our Articles, a member of our Board may be suspended or removed by our general meeting of shareholders at any time by a resolution passed with a two-thirds majority of the votes cast representing more than half of the issued and outstanding capital. If permitted under the laws of The Netherlands, a member of our Board may also be suspended by our Board itself. Any suspension may not last longer than three months in the aggregate. If, at the end of that period, no decision has been taken on termination of the suspension, the suspension shall end. Currently, Dutch law does not allow directors to be suspended by the board of directors; however, Dutch law is expected to be amended to facilitate the suspension of directors by the board of directors.

Delaware

Under the Delaware General Corporation Law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (a) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board is classified, shareholders may effect such removal only for cause, or (b) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part.

Taxation

Certain U.S. Federal Income Tax Considerations

This section describes certain material United States federal income tax consequences of owning our ordinary shares. It applies to a US Holder (as defined below) that holds our ordinary shares as capital assets for tax purposes. This section does not apply to a US Holder that is a member of a special class of holders subject to special rules, such as:

• a financial institution,

• a dealer in securities,

• a trader in securities that elects to use a mark-to-market method of accounting for its securities holdings,

• a real estate investment trust;

• a regulated investment company;

• U.S. expatriates;

• persons who acquired shares pursuant to the exercise of any employee share option or otherwise as compensation;

• a tax-exempt organization,

• an insurance company,

• a person liable for alternative minimum tax,

• a person that actually or constructively owns 10% or more of our voting stock,

• a person that owns shares through a partnership or other pass-through entity,

• a person that holds shares as part of a straddle or a hedging or conversion transaction, or

• a person whose functional currency is not the US dollar.

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This section is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

This section does not describe any tax consequences arising out of the tax laws of any state, local or non-U.S. jurisdiction, any estate or gift tax consequences or the Medicare tax on certain “net investment income.” If any entity or arrangement that is treated as a partnership for United States federal income tax purposes is a beneficial owner of our ordinary shares, the treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partners in such partnerships should consult with their tax advisors.

For purposes of this discussion, a US Holder is a beneficial owner of our ordinary shares that is for United States federal income tax purposes:

• a citizen or resident of the United States,

• a US domestic corporation (or other entity taxable as a US domestic corporation for United States federal income tax purposes),

• an estate the income of which is subject to United States federal income tax regardless of its source, or

• a trust, if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust, or if the trust has a valid election in effect to be treated as a United States person.

US Holders should consult their own tax advisor regarding the United States federal, state and local and other tax consequences of owning and disposing of our ordinary shares in their particular circumstances.

Taxation of Dividends

Under the United States federal income tax laws, and subject to the passive foreign investment company, or PFIC, rules discussed below, US Holders will include in gross income the gross amount of any dividend paid by us out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes). The dividend is ordinary income that the US Holder must include in income when the dividend is actually or constructively received. The dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of a dividend distribution paid in euros includible in the income of a US Holder will be the US dollar value of the euro payment made, determined at the spot euro/US dollar rate on the date the dividend distribution is includible in the income of the US Holder, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in income to the date such payment is converted into US dollars will be treated as ordinary income or loss. Such gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the extent of the US Holder’s basis in the shares and thereafter as capital gain. We currently do not, and we do not intend to, calculate our earnings and profits under United States federal income tax principles. Therefore, a US Holder should expect that a distribution will generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

With respect to non-corporate taxpayers, dividends may be taxed at the lower applicable capital gains rate provided that (1) either (a) our ordinary shares are readily tradable on an established securities market in the United States or (b) we are eligible for the benefits of the “Convention between the United States of America and the Kingdom of The Netherlands for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income,” (2) we are not a PFIC (as discussed below) for either our taxable year in which the dividend was paid or the preceding taxable year, and (3) certain holding period requirements are met. Common stock is considered for purposes of clause (1) above to be readily tradable on an established securities market if it is listed on the NYSE. US Holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to our ordinary shares.

For foreign tax credit limitation purposes, the dividend will generally constitute foreign source income and will generally be “passive category income” but could, in the case of certain US Holders, constitute “general category income.” If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will in general be limited to the gross amount of the dividend, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends.

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If Dutch withholding taxes apply to any dividends paid to you with respect to our ordinary shares, the amount of the dividend would include withheld Dutch taxes and, subject to certain conditions and limitations, such Dutch withholding taxes may be eligible for credit against your U.S. federal income tax liability. The rules relating to the determination of the foreign tax credit are complex, and you should consult your tax advisors regarding the availability of a foreign tax credit in your particular circumstances, including the effects of any applicable income tax treaties.

Taxation of Capital Gains

Subject to the PFIC rules discussed below, upon the sale or other disposition of our ordinary shares, a US Holder will generally recognize capital gain or loss for United States federal income tax purposes equal to the difference between the US Holder’s amount realized and the US Holder’s tax basis in such shares. If a US Holder receives consideration for shares paid in a currency other than US dollars, the US Holder’s amount realized will be the US dollar value of the payment received. In general, the US dollar value of such a payment will be determined on the date of sale or disposition. On the settlement date, a US Holder may recognize US source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, if our ordinary shares are treated as traded on an established securities market and the US Holder is a cash basis taxpayer or an accrual basis taxpayer who has made a special election, the US dollar value of the amount realized in a foreign currency is determined by translating the amount received at the spot rate of exchange on the settlement date, and no exchange gain or loss would be recognized at that time. Capital gain of a non-corporate US Holder is generally taxed at a reduced rate where the property is held more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

PFIC Rules

We believe that our ordinary shares should not be treated as stock of a PFIC for United States federal income tax purposes for the taxable year that ended on December 31, 2015. However, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you that the United States Internal Revenue Service will not take a contrary position. In addition, PFIC status is a factual determination which cannot be made until the close of the taxable year. Accordingly, there is no guarantee that we will not be a PFIC for any future taxable year. Furthermore, because the total value of our assets for purposes of the asset test generally will be calculated using the market price of our ordinary shares, our PFIC status will depend in large part on the market price of our ordinary shares. Accordingly, fluctuations in the market price of our ordinary shares could render us a PFIC for any year. A non-U.S. corporation is considered a PFIC for any taxable year if either:

• at least 75% of its gross income is passive income, or

• at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

In the PFIC determination, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.

If we were to be treated as a PFIC for any year during a US Holder’s holding period, unless the US Holder elects to be taxed annually on a mark-to-market basis with respect to the shares (which election may be made only if our ordinary shares are “marketable stock” within the meaning of Section 1296 of the Code), the US Holder will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition (including a pledge) of that holder’s shares. Distributions a US Holder receives in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the holder’s holding period for the shares will be treated as excess distributions. Under these special tax rules:

• the excess distribution or gain will be allocated ratably over the US Holder’s holding period for the shares;

• the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we are treated as a PFIC, will be treated as ordinary income; and

• the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

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The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the shares cannot be treated as capital, even if the shares are held as capital assets. If we were to be treated as a PFIC for any year during which a US Holder holds the shares, we generally would continue to be treated as a PFIC with respect to that US Holder for all succeeding years during which it owns our ordinary shares. If we were to cease to be treated as a PFIC, however, a US Holder may avoid some of the adverse effects of the PFIC regime by making a deemed sale election with respect to our ordinary shares.

If a US Holder holds shares in any year in which we are a PFIC, that US Holder will generally be required by the Code to file an information report with the Internal Revenue Service containing such information as the Internal Revenue Service may require.

Information Reporting and Backup Withholding

Dividend payments with respect to our shares and proceeds from the sale, exchange or redemption of our ordinary shares may be subject to information reporting to the United States Internal Revenue Service and possible United States backup withholding. Backup withholding will not apply, however, to a US Holder that furnishes a correct taxpayer identification number and makes any other required certification or that is otherwise exempt from backup withholding. US Holders that are required to establish their exempt status generally must provide such certification on United States Internal Revenue Service Form W-9. US Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your United States federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the United States Internal Revenue Service and furnishing any required information in a timely manner.

Information with respect to Foreign Financial Assets

U.S. individuals that own “specified foreign financial assets” with an aggregate value in excess of certain threshold amounts are generally required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by certain financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties, and (iii) interests in foreign entities. Our shares may be subject to these rules. Under certain circumstances, an entity may be treated as an individual for purposes of these rules. US Holders that are individuals should consult their tax advisers regarding the application of this requirement to their ownership of our shares.

Certain Dutch Tax Considerations

Introduction

This section describes the material Dutch tax consequences of the ownership and disposition of our ordinary shares as of the date hereof and is intended as general information only. The following summary does not purport to be a comprehensive description of all Dutch tax considerations that could be relevant for holders of the ordinary shares. This summary is intended as general information only. Each prospective holder should consult a professional tax adviser with respect to the tax consequences of an investment in the ordinary shares. This summary is based on Dutch tax legislation and published case law in force as of the date of this annual report. It does not take into account any developments or amendments thereof after that date, whether or not such developments or amendments have retroactive effect.

For the purpose of this section, “The Netherlands” shall mean the part of the Kingdom of The Netherlands in Europe.

Scope

Regardless of whether or not a holder of ordinary shares is, or is treated as being, a resident of The Netherlands, this summary does not address the Dutch tax consequences for such a holder:

(a) having a substantial interest (aanmerkelijk belang) in our Company (such a substantial interest is generally present if an equity stake, profit stake of at least 5%, or a right to acquire such an equity/profit stake, is held, in each case by reference to our Company’s total issued share capital, or the issued capital of a certain class of shares);

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(b) who is a private individual and may be taxed for the purposes of Dutch income tax (inkomstenbelasting) as an entrepreneur (ondernemer) having an enterprise (onderneming) to which the ordinary shares are attributable, as one who earns income from miscellaneous activities (resultaat uit overige werkzaamheden), which include the performance of activities with respect to the ordinary shares that exceed regular, active portfolio management (normaal, actief vermogensbeheer), or who may otherwise be taxed as one earning taxable income from work and home (werk en woning) with respect to benefits derived from the ordinary shares;

(c) which is a corporate entity, and for the purposes of Dutch corporate income tax (vennootschapsbelasting) and Dutch dividend tax (dividendbelasting), has, or is deemed to have, a participation (deelneming) in our Company (such a participation is generally present in the case of an interest of at least 5% of our Company’s nominal paid-in capital); or

(d) which is a corporate entity and an exempt investment institution (vrijgestelde beleggingsinstelling) or investment institution (beleggingsinstelling) for the purposes of Dutch corporate income tax, a pension fund, or otherwise not a taxpayer or exempt for tax purposes.

Dividend tax

Withholding requirement

We are required to withhold 15% Dutch dividend tax in respect of proceeds from the ordinary shares, which include, but is not limited to:

(a) proceeds in cash or in kind, including deemed and constructive proceeds;

(b) liquidation proceeds, proceeds on redemption of the ordinary shares and, as a rule, the consideration for the repurchase of ordinary shares by our Company in excess of its average paid-in capital (gestort kapitaal) as recognized for Dutch dividend tax purposes, unless a particular statutory exemption applies;

(c) the par value of the ordinary shares issued to a holder, or an increase in the par value of the ordinary shares, except when the (increase in the) par value of the ordinary shares is funded out of our paid-in capital as recognized for Dutch dividend tax purposes; and

(d) partial repayments of paid-in capital, if and to the extent there are qualifying profits (zuivere winst), unless the general meeting of holders of shares has resolved in advance to make such repayment and provided that the nominal value of the ordinary shares concerned has been reduced by an equal amount by way of an amendment of the articles of association and the capital concerned is recognized as paid-in capital for Dutch dividend tax purposes.

Resident holders

If a holder of ordinary shares is, or is treated as being, a resident of The Netherlands, Dutch dividend tax which is withheld with respect to proceeds from the ordinary shares will generally be creditable for Dutch corporate income tax or Dutch income tax purposes if the holder is the beneficial owner (uiteindelijk gerechtigde) of the proceeds concerned. A resident corporate holder of ordinary shares may under certain conditions be entitled to an exemption from Dutch dividend withholding tax.

Non-resident holders

If a private individual holder of ordinary shares is, or is treated as being, a resident of a country other than The Netherlands, such holder is generally not entitled to claim full or partial relief at source, or a refund in whole or in part, of Dutch dividend tax with respect to proceeds from the ordinary shares. A non-resident corporate holder of ordinary shares may under certain conditions be entitled to an exemption from, reduction or refund of Dutch dividend withholding tax under the provisions of a treaty for the avoidance of double taxation between The Netherlands and its country of residence.

Income tax

Resident holders

A holder who is a private individual and a resident, or treated as being, a resident of The Netherlands for the purposes of Dutch income tax and who does not have a substantial interest in our Company nor otherwise is taxed in relation to the ordinary shares as one earning taxable income from work and home, must record the ordinary shares as assets that are held in box 3. Taxable income with regard to the ordinary shares is then determined on the basis of a deemed return on income from savings and investments (sparen en beleggen), rather than on the basis of income actually received or gains actually realized. This deemed return is fixed at a rate of 4% of the holder’s yield basis (rendementsgrondslag) on January 1 of each year, insofar as the yield basis concerned exceeds a certain threshold. Such yield basis is determined as the fair market value of certain qualifying assets held by the holder of the ordinary shares, less the fair market value of certain qualifying liabilities. The fair market value of the ordinary shares will be included as an asset in the holder’s yield basis. The deemed return of 4% on the holder’s yield basis, being the fair market value of the ordinary shares, is taxed at a rate of 30% (insofar as the yield basis concerned exceeds a certain threshold).

87

Non-resident holders

A holder who is a private individual and neither a resident, nor treated as being a resident of The Netherlands for the purposes of Dutch income tax, will not be subject to such tax in respect of benefits derived from the ordinary shares.

Corporate income tax

Resident holders or holders having a Dutch permanent establishment

A holder which is a corporate entity and for the purposes of Dutch corporate income tax a resident (or treated as being a resident) of The Netherlands, or a non-resident having (or treated as having) a permanent establishment in The Netherlands, is generally taxed in respect of benefits derived from the ordinary shares at rates of up to 25%.

Non-resident holders

A holder which is a corporate entity and for the purposes of Dutch corporate income tax neither a resident, nor treated as being a resident, of The Netherlands, having no permanent establishment in The Netherlands (and is not treated as having such a permanent establishment), will generally not be subject to such tax in respect of benefits derived from the ordinary shares.

Gift and inheritance tax

Resident holders

Dutch gift tax or inheritance tax (schenk- of erfbelasting) will arise in respect of an acquisition (or deemed acquisition) of the ordinary shares by way of a gift by, or on the death of, a holder of ordinary shares who is a resident, or treated as being a resident, of The Netherlands for the purposes of Dutch gift and inheritance tax. A holder is so treated as being a resident of The Netherlands, if one having Dutch nationality has been a resident of The Netherlands during the ten years preceding the relevant gift or death. A holder is further so treated as being a resident of The Netherlands, if one has been a resident of The Netherlands at any time during the twelve months preceding the time of the relevant gift.

Non-resident holders

No Dutch gift tax or inheritance tax will arise in respect of an acquisition (or deemed acquisition) of the ordinary shares by way of a gift by, or on the death of, a holder of ordinary shares who is neither a resident, nor treated as being a resident, of The Netherlands for the purposes of Dutch gift and inheritance tax.

Other taxes

No Dutch turnover tax (omzetbelasting) will arise in respect of any payment in consideration for the issue of the ordinary shares, with respect to a distribution of proceeds from the ordinary shares or with respect to a transfer of ordinary shares. Furthermore, no Dutch registration tax, capital tax, transfer tax or stamp duty (nor any other similar tax or duty) will be payable in connection with the issue or acquisition of the ordinary shares.

88

ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Under our Revolving Facility, interest is based on a floating rate index. The interest expense on the remainder of our outstanding indebtedness is based on a fixed rate, except for our mortgages. Our mortgages are subject to a floating interest rate of EURIBOR plus an individual margin ranging from 200 to 275 basis points. We have determined that the impact of a near-term 10% appreciation or depreciation of EURIBOR would not have a significant effect on our financial position, results of operations, or cash flows. The interest rates on our mortgages secured by our PAR3 and PAR5 properties was fixed for approximately 75% of the principal outstanding amounts for a period of 10 years.

As of December 31, 2015 the interest payable under the Revolving Facility on (i) any EUR amounts drawn would be at the rate of EURIBOR plus 350 basis points per annum, (ii) any Danish Kroner amounts drawn would be at the rate of CIBOR plus 350 basis points per annum, (iii) any Swedish Kroner amounts drawn would be at the rate of STIBOR plus 350 basis points per annum and (iv) other applicable currencies including GBP amounts drawn at the rate of LIBOR plus 350 basis points per annum. The Revolving Facility was undrawn as of December 31, 2015.

Foreign Exchange Rate Risk

Our reporting currency for purposes of our financial statements is the euro. However, we also incur revenue and operating costs in non-euro denominated currencies, such as British pounds, Swiss francs, Danish Kroner and Swedish Kroner. We recognize foreign currency gains or losses arising from our operations in the period incurred. As a result, currency fluctuations between the euro and the non-euro currencies in which we do business will cause us to incur foreign currency translation gains and losses. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposure and the potential volatility of currency exchange rates. We have determined that the impact of a near-term 10% appreciation or depreciation of non-euro denominated currencies relative to the euro would not have a significant effect on our financial position, results of operations, or cash flows.

We do not maintain any derivative instruments to mitigate the exposure to translation and transaction risk. Our foreign exchange transaction gains and losses are included in our results of operations and were not material for all periods presented. We do not currently engage in foreign exchange hedging transactions to manage the risk of our foreign currency exposure.

Commodity Price Risk

We are a significant user of electricity and have exposure to increases in electricity prices. In recent years, we have seen significant increases in electricity prices. We use independent consultants to monitor price changes in electricity and negotiate fixed-price term agreements with the power supply companies where possible.

Approximately 60% of our customers by revenue pay for electricity on a metered basis while the remainder of our customers pay for power “plugs.” While we are contractually able to recover energy cost increases from our customers, some portion of the increased costs may not be recovered. In addition, some portion of the increased costs may be recovered in a delayed fashion based on commercial reasons at the discretion of local management.

89

ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

90

PART II

ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

91

ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

AND USE OF PROCEEDS

Not applicable.

92

ITEM 15: CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) has been evaluated as of December 31, 2015. Based upon the evaluation, the CEO and CFO concluded that as of December 31, 2015, the Company’s disclosure controls and procedures were effective and designed to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting includes maintaining records, that, in reasonable detail, accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. The Company’s internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

In connection with the preparation of the Company’s annual consolidated financial statements, management has undertaken an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in the ‘Internal-Control Integrated Framework (2013)’ issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO Framework).

Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2015.

Our consolidated financial statements have been audited by KPMG Accountants N.V., an independent registered public accounting firm, which has issued an attestation report on the Company’s internal control over financial reporting included elsewhere in this annual report on Form 20-F.

Changes in Controls and Procedures

Enhancements have been made during the period. There were no changes that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

93

ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors has determined that Rob Ruijter is the audit committee financial expert as defined by the SEC and meets the applicable independence requirements of the SEC and the NYSE.

94

ITEM 16B: CODE OF ETHICS

Our board of directors has adopted a code of ethics on January 21, 2013, which applies to our principal executive officer, principal financial officer, principal accounting officers, controllers and employees. The code is posted on our website at www.interxion.com.

95

ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES

KPMG Accountants N.V. has served as the Company’s principal accountant for the fiscal years ended December 31, 2015, 2014 and 2013. Set forth below are the fees for audit and other services rendered by KPMG Accountants N.V. or other KPMG network for the fiscal years ended December 31, 2015, 2014 and 2013.

	Year ended December 31,
	2015		2014		2013
	(€’000)
Audit fees		844		894		1,018
Audit-related fees		381		255		346
Tax fees		21		3		—
All other fees		77		58		64
Total		1,323		1,210		1,428

Audit fees include fees billed for audit services rendered for the Company’s annual consolidated financial statements filed with regulatory organizations.

Audit-related fees primarily relate to quarterly financial review reports and service organization control reports such as SOC 2 and ISAE 3402 reports.

Tax fees include fees billed for tax compliance.

All other fees consist of fees for all other services not included in any of the other categories noted above.

All of the above fees were pre-approved by the Audit Committee.

Audit Committee’s Policies and Procedures

In accordance with the Securities and Exchange Commission rules regarding auditor independence, the Audit Committee has established Policies and Procedures for Audit and Non-Audit Services Provided by an Independent Auditor. The rules apply to the Company and its consolidated subsidiaries engaging any accounting firms for audit services and the auditor who audits the accounts filed with the Securities and Exchange Commission, or the external auditor, for permissible non-audit services.

When engaging the external auditor for permissible non-audit services (audit-related services, tax services, and all other services), pre-approval is obtained prior to the commencement of the services.

96

ITEM 16D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

97

ITEM 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

98

ITEM 16F: CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

99

ITEM 16G: CORPORATE GOVERNANCE

Many of the corporate governance rules of the NYSE do not apply to the Company as a “foreign private issuer”; however, Rule 303A.11 requires foreign private issuers to describe significant differences between their corporate governance standards and the corporate governance standards applicable to U.S. companies listed on the NYSE. While the Company’s management believes that its corporate governance practices are similar in many respects to those of U.S. NYSE-listed companies and provide investors with protections that are comparable in many respects to those established by the NYSE, there is one key difference which is described below.

Internal Audit Function

Under Section 303A.07 of the NYSE rules, a domestic listed company must have an internal audit function. In 2015, a formal internal audit function was not in place.

100

ITEM 16H: MINE SAFETY DISCLOSURE

Not applicable.

101

PART III

ITEM 17: FINANCIAL STATEMENTS

The Company has responded to Item 18 in lieu of responding to this item.

102

ITEM 18: FINANCIAL STATEMENTS

Reference is made to pages F-1 through F-65, which are incorporated herein by reference.

103

ITEM 19: EXHIBITS

The following instruments and documents are included as Exhibits to this annual report.

Exhibit Number	Description of Document
1.1‡	Articles of Association of InterXion Holding N.V., as amended, dated as of January 20, 2012.
1.2‡	Bylaws of InterXion Holding N.V. dated as of June 8, 2015.
2.1‡	Indenture dated as of July 3, 2013 among InterXion Holding N.V., as Issuer, InterXion Belgium N.V., InterXion Danmark ApS, InterXion Carrier Hotel Limited, InterXion Datacenters B.V., InterXion Deutschland GmbH, Interxion España S.A., InterXion France SAS, InterXion HeadQuarters B.V., InterXion Ireland Limited, InterXion Nederland B.V. and InterXion Operational B.V., as initial guarantors, The Bank of New York Mellon, London Branch, as trustee, principal paying agent and transfer agent, The Bank of New York Mellon (Luxembourg) S.A., as registrar and Luxembourg paying agent and Barclays Bank PLC, as security trustee.
2.2¨	Supplemental Indenture dated as of December 17, 2013 among InterXion Holding N.V., as Issuer, InterXion Sverige AB, as Guaranteeing Entity, InterXion Belgium N.V., InterXion Danmark ApS, InterXion Carrier Hotel Limited, InterXion Datacenters B.V., InterXion Deutschland GmbH, InterXion España S.A., InterXion France SAS, InterXion HeadQuarters B.V., InterXion Ireland Limited, InterXion Nederland B.V. and InterXion Operational B.V., as guarantors and The Bank of New York Mellon, London Branch, as trustee.
2.3¨	Supplemental Indenture dated as of December 22, 2014 among InterXion Holding N.V., as Issuer, InterXion Österreich GmbH, as Guaranteeing Entity, and The Bank of New York Mellon, London Branch, as trustee.
2.4‡	The Intercreditor Agreement dated July 3, 2013, by and among, Interxion Holding N.V., Barclays Bank PLC, as revolving agent, The Bank of New York Mellon, London Branch, as original senior secured notes trustee, the revolving lenders named therein, the original debtors named therein, and Barclays Bank PLC as security trustee.
2.5¨	Amendment Letter to the Intercreditor Agreement dated December 17, 2013, by and among, Interxion Holding N.V., the original debtors and financial institutions as listed in the Intercreditor Agreement, The Bank of New York Mellon, London Branch, as original senior secured notes trustee and Barclays Bank PLC, as original hedge counterparty, revolving agent and security trustee.
4.1¨	Senior Multicurrency Revolving Facility Agreement dated as of June 17, 2013 among Interxion Holding N.V., ABN AMRO Bank N.V., Barclays Bank PLC, Citigroup Global Markets Limited, Credit Suisse AG, London Branch and Bank of America Securities Limited.
4.2‡	Amendment Letter to the Senior Multicurrency Revolving Facility Agreement dated April 9, 2014, by and among, Interxion Holding N.V., and Barclays Bank PLC, as agent.
4.3¨	Amendment Letter to the Senior Multicurrency Revolving Facility Agreement dated July 17, 2014, by and among, Interxion Holding N.V., and Barclays Bank PLC, as agent.
4.4¨	Accession Letter to the Senior Multicurrency Revolving Facility Agreement dated December 17, 2013 among InterXion Holding N.V. and InterXion Sverige AB, as additional guarantor.
4.5¨	Accession Letter to the Senior Multicurrency Revolving Facility Agreement dated December 22, 2014 among InterXion Holding N.V. and InterXion Österreich GmbH, as additional guarantor.
4.6‡	Directors Remuneration Policy of InterXion Holding N.V. dated January 20, 2012.
4.7¨	Management Agreement Managing Director InterXion Holding N.V. dated July 15, 2013.
4.8§	InterXion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan dated January 2008.
4.9§	InterXion Holding N.V. 2011 International Stock Option and Incentive Master Award Plan dated May 31, 2011.

104

Exhibit Number	Description of Document
4.10‡	InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan dated October 30, 2014.
4.11‡	InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan dated March 17, 2014.
4.12¨	Deed of Pledge of Shares among InterXion Holding N.V., InterXion Operational B.V. and Barclays Bank PLC dated July 2, 2013.
4.13‡	Senior secured facility agreement dated April 14, 2014 by and among the Company, the guarantors thereunder, ABN AMRO Bank N.V. and Barclays Bank PLC, as lenders thereunder, Barclays Bank PLC, as agent and Barclays Bank PLC as security trustee.
4.14*†	Lease Agreement between InterXion Holding B.V. and GiP Gewerbe im Park GmbH dated January 29, 1999 as amended by Supplement No. 15 to the Lease Agreement dated November 30, 2009.
4.15*†	Lease Agreement between InterXion France Sarl and ICADE dated December 23, 2008.
4.16*†	Lease Agreement between InterXion Nederland B.V. and VastNed Industrial B.V. dated November 4, 2005.
4.17*†	Lease Agreement between InterXion Nederland B.V. and VA No. 1 (Point of Logistics) B.V. dated May 14, 2007.
4.18*†	Lease Agreement between InterXion Carrier Hotel S.L. and Naves y Urbanas Andalucia S.A. dated March 20, 2000 as amended by the Annex to the Lease Agreement dated March 15, 2006.
4.19*†	Lease Agreement among InterXion Holding N.V., InterXion Carrier Hotel Limited and Eliahou Zeloof, Amira Zeloof, Ofer Zeloof and Oren Zeloof dated February 23, 2000.
4.20*†	Lease/Loan Agreement between Alpine Finanz Immobilien AG, InterXion (Schweiz) AG and InterXion Holding N.V. dated March 13, 2009.
4.21¨†	Lease Agreement among InterXion Holding N.V., InterXion Carrier Hotel Limited and Amira Zeloof, Ofer Zeloof and Oren Zeloof dated November 1, 2011.
4.22¨†	Lease Agreement among InterXion Holding N.V., InterXion France Sas and Corpet Louvet Sas dated January 3, 2011.
4.23¨†	Lease Agreement among InterXion Holding N.V., InterXion España, S.A.U and Chainco Investments Company, S.L. dated October 10, 2011.
4.24¨†	Lease Agreement among InterXion España, S.A.U. and Edificios Alsina Sur, S.A. dated February 27, 2012.
4.25¨†	Lease Agreement between InterXion Holding B.V. and GiP Gewerbe im Park GmbH dated January 29, 1999 as amended by Supplement No. 17 to the Lease Agreement dated September 1, 2011.
4.26¨†	Lease Agreement between InterXion Netherlands B.V. and ProLogis Netherlands VII SarL dated April 15, 2013.
4.27¨†	Lease Agreement among InterXion España, S.A.U. and Edificios Alsina Sur, S.A. dated June 5, 2013.
4.28¨†	Lease Agreement between InterXion Deutschland GmbH and Union Investment Real Estate GmbH date August 2, 2013.
12.1	Certification of Chief Executive Officer.
12.2	Certification of Chief Financial Officer.
13.1	Certification of Chief Executive Officer.
13.2	Certification of Chief Financial Officer.
15.1	Consent of KPMG Accountants N.V.

Notes:

* Previously filed as an exhibit to the InterXion Holding N.V.’s Registration Statement on Form F-1 (File No. 333-171662) filed with the SEC and hereby incorporated by reference to such Registration Statement.

105

† Confidential treatment has been received for certain portions which are omitted in the copy of the exhibit filed with the SEC. The omitted information has been filed separately with the SEC pursuant to an application for confidential treatment.

‡ Previously filed as an exhibit on Form 6-K (File No. 001-35053) filed with the SEC and hereby incorporated by reference.

§ Previously filed as an exhibit to the InterXion Holding N.V.’s Registration Statement on Form S-8 (File No. 119-28329) filed with the SEC and hereby incorporated by reference to such Registration Statement.

¨ Previously filed as an exhibit on Form 20-F (File No. 001-35053) filed with the SEC and hereby incorporated by reference.

106

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

INTERXION HOLDING N.V.
/s/ David C. Ruberg
Name:	David C. Ruberg
Title:	Chief Executive Officer
Date:	March 31, 2016

107

INDEX TO FINANCIAL STATEMENTS

Audited financial statements of InterXion Holding N.V. as of and for the years ended December 31, 2015, 2014 and 2013

Independent Auditor’s Report	F-2
Consolidated Income Statements	F-3
Consolidated Statements of Comprehensive Income	F-3
Consolidated Statements of Financial Position	F-4
Consolidated Statements of Changes in Shareholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to the 2015 Consolidated Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To: The Board of Directors and Shareholders of InterXion Holding N.V.

We have audited the accompanying consolidated statements of financial position of InterXion Holding N.V. and subsidiaries as of December 31, 2015, 2014, and 2013, and the related consolidated income statements and consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the years then ended. We also have audited InterXion Holding N.V.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). InterXion Holding N.V.’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of InterXion Holding N.V. and subsidiaries as of December 31, 2015, 2014 and 2013, and the results of their operations and their cash flows for each of the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, InterXion Holding N.V. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ KPMG Accountants N.V.

Rotterdam, The Netherlands

March 31, 2016

F-2

CONSOLIDATED INCOME STATEMENTS

			For the year ended December 31,
	Note		2015			2014			2013
			(€’000)
Revenue		5,6		386,560			340,624			307,111
Cost of sales		5,8		(151,613	)		(139,075	)		(124,141	)
Gross profit				234,947			201,549			182,970
Other income		5		21,288			271			341
Sales and marketing costs		5,8		(28,217	)		(24,551	)		(22,818	)
General and administrative costs		5,8,11		(132,505	)		(98,884	)		(90,134	)
Operating profit		5		95,513			78,385			70,359
Finance income		9		3,294			890			484
Finance expense		9		(32,316	)		(28,766	)		(57,937	)
Profit before taxation				66,491			50,509			12,906
Income tax expense		10		(17,925	)		(15,449	)		(6,082	)
Profit for the year attributable to shareholders				48,566			35,060			6,824
Earnings per share attributable to shareholders:
Basic earnings per share: (€)		17		0.70			0.51			0.10
Diluted earnings per share: (€)		17		0.69			0.50			0.10

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	For the year ended December 31,
	2015			2014			2013
	(€’000)
Profit for the year attributable to shareholders		48,566			35,060			6,824
Other comprehensive income
Items that are, or may be, reclassified subsequently to profit or loss
Foreign currency translation differences		11,633			4,201			(3,220	)
Effective portion of changes in fair value of cash flow hedge		50			(458	)		90
Tax on items that are, or may be, reclassified subsequently to profit or loss		(1,224	)		(367	)		544
Other comprehensive income/(loss), net of tax		10,459			3,376			(2,586	)
Total comprehensive income attributable to shareholders		59,025			38,436			4,238

Note: — The accompanying notes form an integral part of these consolidated financial statements.

F-3

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

			As at December 31,
	Note		2015			2014			2013
			(€’000)
Non-current assets
Property, plant and equipment		11		999,072			895,184			698,748
Intangible assets		12		23,194			18,996			17,878
Deferred tax assets		10		23,024			30,064			34,446
Financial asset		13		—			774			774
Other non-current assets		14		6,686			5,750			16,536
				1,051,976			950,768			768,382
Current assets
Trade and other current assets		14		141,534			120,762			96,703
Short term investments		15		—			1,650			—
Cash and cash equivalents		15		58,554			99,923			45,690
				200,088			222,335			142,393
Total assets				1,252,064			1,173,103			910,775
Shareholders’ equity
Share capital		16		6,992			6,932			6,887
Share premium		16		507,296			495,109			485,347
Foreign currency translation reserve		16		20,865			10,440			6,757
Hedging reserve, net of tax		16		(213	)		(247	)		60
Accumulated deficit		16		(27,523	)		(76,089	)		(111,149	)
				507,417			436,145			387,902
Non-current liabilities
Trade payables and other liabilities		18		12,049			12,211			11,537
Deferred tax liability		10		9,951			7,029			4,147
Provision for onerous lease contracts		19		—			1,491			4,855
Borrowings		20		550,812			540,530			362,209
				572,812			561,261			382,748
Current liabilities
Trade payables and other liabilities		18		162,629			146,502			132,093
Income tax liabilities				2,738			4,690			2,229
Provision for onerous lease contracts		19		1,517			3,443			4,020
Borrowings		20		4,951			21,062			1,783
				171,835			175,697			140,125
Total liabilities				744,647			736,958			522,873
Total liabilities and shareholders’ equity				1,252,064			1,173,103			910,775

Note:—The accompanying notes form an integral part of these consolidated financial statements.

F-4

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	Note		Share capital		Share premium			Foreign currency translation reserve			Hedging Reserve			Accumulated deficit			Total equity
			(€’000)
Balance at January 1, 2015				6,932		495,109			10,440			(247	)		(76,089	)		436,145
Profit for the year				—		—			—			—			48,566			48,566
Hedging result, net of tax				—		—			—			34			—			34
Total other comprehensive income/(loss), net of tax				—		—			10,425			—			—			10,425
Total comprehensive income/(loss), net of tax				—		—			10,425			34			48,566			59,025
Exercise of options				43		5,686			—			—			—			5,729
Issuance of performance shares				17		(17	)		—			—			—			—
Share-based payments		22		—		6,518			—			—			—			6,518
Total contribution by, and distributions to, owners of the Company				60		12,187			—			—			—			12,247
Balance at December 31, 2015				6,992		507,296			20,865			(213	)		(27,523	)		507,417
Balance at January 1, 2014				6,887		485,347			6,757			60			(111,149	)		387,902
Profit for the year				—		—			—			—			35,060			35,060
Hedging result, net of tax				—		—			—			(307	)		—			(307	)
Total other comprehensive income/(loss), net of tax				—		—			3,683			—			—			3,683
Total comprehensive income/(loss), net of tax				—		—			3,683			(307	)		35,060			38,436
Exercise of options				45		3,278			—			—			—			3,323
Share-based payments		22		—		6,484			—			—			—			6,484
Total contribution by, and distributions to, owners of the Company				45		9,762			—			—			—			9,807
Balance at December 31, 2014				6,932		495,109			10,440			(247	)		(76,089	)		436,145
Balance at January 1, 2013				6,818		477,326			9,403			—			(117,973	)		375,574
Profit for the year				—		—			—			—			6,824			6,824
Hedging result, net of tax				—		—			—			60			—			60
Total other comprehensive income/(loss), net of tax				—		—			(2,646	)		—			—			(2,646	)
Total comprehensive income/(loss), net of tax				—		—			(2,646	)		60			6,824			4,238
Exercise of options				69		4,431			—			—			—			4,500
Share-based payments		22		—		3,590			—			—			—			3,590
Total contribution by, and distributions to, owners of the Company				69		8,021			—			—			—			8,090
Balance at December 31, 2013				6,887		485,347			6,757			60			(111,149	)		387,902

Since no minority shareholders in Group equity exist, the Group equity is entirely attributable to the parent’s shareholders.

Note:— The accompanying notes form an integral part of these consolidated financial statements.

F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS

			For the years ended December 31,
	Note		2015			2014			2013
			(€’000)
Profit for the year				48,566			35,060			6,824
Depreciation, amortization and impairments		11,12		78,229			62,177			57,670
Provision for onerous lease contracts		19		(3,532	)		(4,172	)		(3,285	)
Share-based payments		22		6,518			6,576			4,149
Net finance expense		9		29,022			27,876			57,453
Income tax expense		10		17,925			15,449			6,082
				176,728			142,966			128,893
Movements in trade receivables and other current assets				(19,380	)		(24,026	)		(22,712	)
Movements in trade payables and other liabilities				12,040			16,478			(3,510	)
Cash generated from operations				169,388			135,418			102,671
Interest and fees paid				(30,522	)		(25,166	)		(22,747	)
Interest received				152			471			569
Income tax paid				(11,948	)		(6,305	)		(7,930	)
Net cash flow from operating activities				127,070			104,418			72,563
Cash flows from investing activities
Purchase of property, plant and equipment				(186,115	)		(212,938	)		(140,251	)
Purchase of intangible assets				(6,521	)		(3,339	)		(3,130	)
Proceeds from sale of financial asset				3,063			—			—
Acquisition of short-term investments		15		—			(1,650	)		—
Redemption of short-term investments		15		1,650			—			—
Net cash flow used in investing activities				(187,923	)		(217,927	)		(143,381	)
Cash flows from financing activities
Proceeds from exercised options				5,686			3,324			4,500
Proceeds from mortgages				14,850			9,185			15,490
Repayment of mortgages				(2,346	)		(2,041	)		(1,167	)
Proceeds from revolving facility				—			30,000			—
Repayments of revolving facility				—			(30,000	)		—
Proceeds 6% Senior Secured Notes due 2020				—			157,878			317,045
Repayment 9.50% Senior Secured Notes due 2017				—			—			(286,478	)
Payments for revolving facility agreement				—			—			(1,398	)
Interest received at issuance of Additional Notes				—			2,600			—
Interest paid related to interest received at issuance of Additional Notes				—			(2,600	)		—
Transaction costs related to senior secured facility				—			(646	)		—
Repayment of other borrowings				—			(72	)		(81	)
Net cash flow from financing activities				18,190			167,628			47,911
Effect of exchange rate changes on cash				1,294			114			(95	)
Net movement in cash and cash equivalents				(41,369	)		54,233			(23,002	)
Cash and cash equivalents, beginning of year				99,923			45,690			68,692
Cash and cash equivalents, end of year		15		58,554			99,923			45,690

Note:— The accompanying notes form an integral part of these consolidated financial statements.

F-6

NOTES TO THE 2015 CONSOLIDATED FINANCIAL STATEMENTS

1 The Company

Interxion Holding N.V. (the “Company”) is domiciled in The Netherlands. The Company’s registered office is at Tupolevlaan 24, 1119 NX Schiphol-Rijk, The Netherlands. The consolidated financial statements of the Company for the year ended December 31, 2015 comprise the Company and its subsidiaries (together referred to as the “Group”). The Group is a leading pan-European operator of carrier-neutral Internet data centers.

The financial statements, which were approved and authorized for issue by the Board of Directors on March 31, 2016, are subject to adoption by the General Meeting of Shareholders.

2 Basis of preparation

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”), effective as at December 31, 2015, as issued by the International Accounting Standards Board (“IASB”), and IFRS as adopted by the European Union, and also comply with the financial reporting requirements included in Part 9 of Book 2 of The Netherlands Civil Code.

Basis of measurement

The Group prepared its consolidated financial statements on a going-concern basis and under the historical cost convention except for certain financial instruments that have been measured at fair value.

Change in accounting policies

The Group has consistently applied the accounting policies set out below to all periods presented in these consolidated financial statements. The standards below are applicable for financial statements as prepared after January 1, 2014, for IFRS as issued by the International Accounting Standards Board, and are effective for IFRS as endorsed by the European Union for periods ending after January 1, 2015. For preparation of these financial statements, these standards have been early adopted under IFRS as endorsed by European Union.

Amendment to IAS 32 – Financial instruments: Presentation

This amendment clarifies some of the requirements for offsetting financial assets and financial liabilities on the statement of financial position. The amendment clarifies that the right of set-off must be available today, and is not contingent on a future event. Furthermore it clarifies that gross settlements with features that (i) eliminate credit and liquidity risk and (ii) process receivables and payables in a single settlement process, are effectively equivalent to net settlements, and therefore satisfy the IAS 32 criterion. The amendment has no impact on the Group’s assets and liabilities.

Amendment to IAS 36 – Impairment of assets

This amendment has made small changes to the disclosures required by this standard when the recoverable amount is determined based on fair value less costs of disposal. The amendment has impact when an impairment loss on non-financial assets is recognized or reversed. The amendment has no impact on the disclosure on the Group’s assets and liabilities.

Amendment to IAS 39 – Financial instruments: Recognition and measurement

The amendment relates to the novation of derivatives and the continuation of hedge accounting. This amendment considers legislative changes to ‘over-the-counter’ derivatives and the establishment of central counterparties. Under IAS 39 novation of derivatives to central counterparties would result in discontinuance of hedge accounting. The amendment provides relief from discontinuing hedge accounting when novation of a hedging instrument meets specified criteria. The group has applied the amendment and there has been no significant impact on the group financial statements as a result.

F-7

IFRIC 21 – Levies

The Group has adopted IFRIC 21 – Levies with a date of January 1, 2014. IFRIC 21 sets out the accounting for an obligation to pay a levy when that liability is within the scope of IAS 37 ‘Provisions’. The interpretation addresses what the obligating event is that gives rise to pay a levy and when a liability should be recognized. The Group is not currently subject to significant levies so the impact on the Group is not significant.

Use of estimates and judgements

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates, which together with underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Judgements, estimates and assumptions applied by management in preparing these financial statements are based on circumstances as at December 31, 2015 and Interxion operating as a stand-alone company.

In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on amounts recognized in the financial statements are discussed below:

Property, plant and equipment depreciation (see also Note 11) — Estimated remaining useful lives and residual values are reviewed annually. The carrying values of property, plant and equipment are also reviewed for impairment, where there has been a triggering event, by assessing the present value of estimated future cash flows and net realizable value compared with net book value. The calculation of estimated future cash flows and residual values is based on the Group’s best estimates of future prices, output and costs and is, therefore, subjective. Furthermore, the valuation of some of the assets under construction requires judgments which are related to the probability of signing lease contracts and obtaining planning permits.

In the fourth quarter of 2013, as part of the annual review of the estimated useful lives, we concluded that certain of our existing assets are used longer than originally anticipated. The estimated useful lives of certain of our property, plant and equipment have, therefore, been extended. This change was accounted for as a change in accounting estimate on a prospective basis effective October 1, 2013, under IAS 8 “Change in Accounting Estimates”. In the fourth quarter of 2013, depreciation expenses were approximately €2.0 million less than the prior quarter as a result of the changes in the estimated useful lives of certain of our property, plant and equipment. On an annualized basis for the year ended December 31, 2013, the depreciation charges would have been approximately €8.0 million lower.

On December 13, 2013, we were awarded a permit by the Seine-St-Denis authorities to operate our PAR7 data center. On October 15, 2015, a French administrative court ruled that local authorities failed to perform a sufficiently extensive study of the potential noise impact that operating the PAR7 data center could have on local residents and consequently the French administrative court annulled the permit we received on December 13, 2013. The Seine-St-Denis authorities have since requested that we re-apply for a new permit. We have worked with the Seine-St-Denis authorities and we have obtained formal approval to continue to operate the PAR7 data center during the application process, which we expect to conclude by the end of 2016. However, the lack of a permanent permit is not considered an impairment triggering event.

Intangible fixed assets amortization (see also Note 12) — Estimated remaining useful lives and residual values are reviewed annually. The carrying values of intangible fixed assets are also reviewed for impairment where there has been a triggering event by assessing the present value of estimated future cash flows and net realizable value compared with net book value. The calculation of estimated future cash flows and residual values is based on the Group’s best estimates of future prices, output and costs and is, therefore, subjective.

F-8

Lease accounting (see also Note 23) — At inception or modification of an arrangement, the Group determines whether such an arrangement is, or contains, a lease. Classification of a lease contract is based on the extent to which risks and rewards incidental to ownership of a leased asset lie with the lessor or the lessee. The classification of lease contracts includes the use of judgements and estimates.

Provision for onerous lease contracts (see also Note 19) — A provision is made for the discounted amount of future losses that are expected to be incurred in respect of unused data center sites over the term of the leases. Where unused sites have been sublet, or partly sublet, management has taken account of the contracted sublease income expected to be received over the minimum sublease term, which meets the Group’s revenue recognition criteria in arriving at the amount of future losses.

Costs of site restoration (see also Note 25) — Liabilities in respect of obligations to restore premises to their original condition are estimated at the commencement of the lease and reviewed yearly, based on the rent period, contracted extension possibilities and possibilities of lease terminations.

Deferred tax (see also Note 10) — Provision is made for deferred tax at the rates of tax prevailing at the period-end dates unless future rates have been substantively enacted. Deferred tax assets are recognized where it is probable that they will be recovered based on estimates of future taxable profits for each tax jurisdiction. The actual profitability may be different depending on local financial performance in each tax jurisdiction.

Share-based payments (see also Note 22) — The Group issues equity-settled share-based payments to certain employees under the terms of the long-term incentive plans. The charges related to equity-settled share-based payments, options to purchase ordinary shares and restricted and performance shares, are measured at fair value at the date of grant. The fair value at the grant date of options is determined using the Black Scholes model and is expensed over the vesting period. The fair value at grant date of the performance shares is determined using the Monte Carlo model and is expensed over the vesting period. The value of the expense is dependent upon certain assumptions including the expected future volatility of the Group’s share price at the date of grant and, for the performance shares, the relative performance of the Group’s share price compared to a group of peer companies.

Senior Secured Notes due 2020 (see also Note 20) — The Senior Secured Notes due 2020 are valued at amortized cost. The Senior Secured Notes due 2020 indenture includes specific early redemption clauses. As part of the initial measurement of the amortized costs value of the Senior Secured Notes due 2020 it is assumed that the Notes will be held to maturity. If an early redemption of all or part of the Notes is expected, the liability will be re-measured based on the original effective interest rate. The difference between the liability, excluding a change in assumed early redemption and the liability, including a change in assumed early redemption, will go through the profit and loss.

Functional and presentation currency

These consolidated financial statements are presented in euro, the Company’s functional and presentation currency. All information presented in euros has been rounded to the nearest thousand, except when stated otherwise.

3 Significant accounting policies

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and all entities that are directly or indirectly controlled by the Company. Subsidiaries are entities that are controlled by the Group. The Group controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

F-9

The accounting policies set out below have been applied consistently by all subsidiaries to all periods presented in these consolidated financial statements.

Loss of control

When the Group loses control over a subsidiary, the Company de-recognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss.

Transactions eliminated on consolidation

Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

Subsidiaries

With the exception of Stichting Administratiekantoor Management Interxion, all the subsidiary undertakings of the Group as set out below are wholly owned. Stichting Administratiekantoor is part of the consolidation based on the Group’s control over the entity.

Interxion HeadQuarters B.V., Amsterdam, The Netherlands;

Interxion Nederland B.V., Amsterdam, The Netherlands;

Interxion Trademarks B.V., Amsterdam, The Netherlands;

Interxion Participation 1 B.V., Amsterdam, The Netherlands;

Interxion Österreich GmbH, Vienna, Austria;

Interxion Real Estate VII GmbH, Vienna, Austria;

Interxion Belgium N.V., Brussels, Belgium;

Interxion Real Estate IX N.V., Brussels, Belgium;

Interxion Denmark ApS, Copenhagen, Denmark;

Interxion Real Estate VI ApS, Copenhagen, Denmark;

Interxion France SAS, Paris, France;

Interxion Real Estate II SARL, Paris, France;

Interxion Real Estate III SARL, Paris, France;

Interxion Real Estate XI SARL, Paris, France;

Interxion Deutschland GmbH, Frankfurt, Germany;

Interxion Ireland Ltd, Dublin, Ireland;

Interxion Telecom SRL, Milan, Italy;

Interxion España SA, Madrid, Spain;

Interxion Sverige AB, Stockholm, Sweden;

Interxion (Schweiz) AG, Zurich, Switzerland;

Interxion Real Estate VIII AG, Zurich, Switzerland;

Interxion Carrier Hotel Ltd., London, United Kingdom;

Interxion Europe Ltd., London, United Kingdom;

Interxion Real Estate Holding B.V., Amsterdam, The Netherlands;

Interxion Real Estate I B.V., Amsterdam, The Netherlands;

Interxion Real Estate IV B.V., Amsterdam, The Netherlands;

F-10

Interxion Real Estate V B.V., Amsterdam, The Netherlands;

Interxion Real Estate X B.V., Amsterdam, The Netherlands;

Interxion Operational B.V., Amsterdam, The Netherlands;

Interxion Datacenters B.V., The Hague, The Netherlands (formerly Centennium Detachering B.V.);

Interxion Consultancy Services B.V., Amsterdam, The Netherlands (dormant);

Interxion Telecom B.V., Amsterdam, The Netherlands (dormant);

Interxion Trading B.V., Amsterdam, The Netherlands (dormant);

Interxion B.V., Amsterdam, The Netherlands (dormant);

Interxion Telecom Ltd., London, United Kingdom (dormant);

Stichting Administratiekantoor Management Interxion, Amsterdam, The Netherlands.

Foreign currency

Foreign currency transactions

The individual financial statements of each Group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and the financial position of each entity are expressed in euros, which is the functional currency of the Company and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual entities, transactions in foreign currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing at the dates of the transactions. At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. The income and expenses of foreign operations are translated to euros at average exchange rates.

Foreign operations

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are expressed in euros using exchange rates prevailing at the balance sheet date. Income and expense items are translated at average exchange rates for the period. Exchange differences, if any, arising on net investments including receivables from or payables to a foreign operation for which settlement is neither planned nor likely to occur, are recognized directly in the foreign currency translation reserve (FCTR) within equity. When control over a foreign operation is lost, in part or in full, the relevant amount in the FCTR is transferred to profit or loss.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

Borrowing costs are capitalized based on the effective interest rate of the Senior Secured Notes.

Statement of cash flows

The consolidated statement of cash flows is prepared using the indirect method. The cash flow statement distinguishes between operating, investing and financing activities.

Cash flows in foreign currencies are converted at the exchange rate at the dates of the transactions. Currency exchange differences on cash held are separately shown. Payments and receipts of corporate income taxes and interest paid are included as cash flow from operating activities.

F-11

Financial instruments

Derivative financial instruments

Derivatives are initially recognized at fair value; any attributable transaction costs are recognized in profit and loss as they are incurred. Subsequent to initial recognition, derivatives are measured at their fair value, and changes therein are generally recognized in profit and loss.

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and accumulated in the hedging reserve. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

The amount accumulated in equity is retained in other comprehensive income and reclassified to the profit or loss in the same period, or periods, during which the hedged item affects profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires, is sold, terminated or exercized, or the designation is revoked, hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, the amount accumulated in equity is reclassified to profit or loss.

Fair values are obtained from quoted market prices in active markets or, where an active market does not exist, by using valuation techniques. Valuation techniques include discounted cash flow models.

Non-derivative financial instruments

Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.

Non-derivative financial instruments are recognized initially at fair value, net of any directly attributable transaction costs. Subsequent to initial recognition, non-derivative financial instruments are measured at amortized cost using the effective interest method, less any impairment losses.

The Group de-recognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the right to receive the contractual cash flows in a transaction in which substantially all the risk and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Financial assets are designated as at fair value through profit and loss if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Group’s risk management or investment strategy. Attributable transaction costs are recognized in profit and loss as incurred. Financial assets at fair value through profit and loss are measured at fair value and changes therein, which takes into account any dividend income, are recognized in profit and loss.

The fair values of investments in equity are determined with reference to their quoted closing bid price at the measurement date or, if unquoted, using a valuation technique.

Trade receivables and other current assets

Trade receivables and other current assets are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment.

A provision for impairment of trade receivables and other current assets is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original term of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired.

F-12

The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognized in the income statement.

When a trade receivable and other current asset is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited in the income statement.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. Cash and cash equivalents, including short-term investments, is valued at face value, which equals its fair value.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.

Trade payables and other current liabilities

Trade payables and other current liabilities are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition or construction of the asset and comprises purchase cost, together with the incidental costs of installation and commissioning. These costs include external consultancy fees, capitalized borrowing costs, rent and associated costs attributable to bringing the assets to a working condition for their intended use and internal employment costs that are directly and exclusively related to the underlying asset. In case of operating leases where it is probable that the lease contract will not be renewed, the cost of self-constructed assets includes the estimated costs of dismantling and removing the items and restoring the site on which they are located.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within income.

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is de-recognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.

Depreciation is calculated from the date an asset becomes available for use and is depreciated on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Leased assets are depreciated on the same basis as owned assets over the shorter of the lease term and their useful lives. The principal periods used for this purpose are:

Data center freehold land	Not depreciated
Data center buildings	15-30 years
Data center infrastructure and equipment	5-20 years
Office equipment and other	3-15 years

F-13

Depreciation methods, useful lives and residual values are reviewed annually.

In the fourth quarter of 2013, as part of the annual review of the estimated useful lives, we concluded that certain of our existing assets are used longer than originally anticipated. The estimated useful lives of certain of our property, plant and equipment have, therefore, been extended. This change was accounted for as a change in accounting estimate on a prospective basis effective October 1, 2013 under IAS 8 “Change in Accounting Estimates”. In the fourth quarter of 2013, depreciation expenses were approximately €2.0 million less than the prior quarter as a result of the changes in the estimated useful lives of certain of our property, plant and equipment. On an annualized basis for the year ended December 31, 2013, the depreciation charges would have been approximately €8.0 million lower.

Data center freehold land consists of the land owned by the Company and land leased by the Company under finance lease agreements. The data center buildings consist of the core and shell in which we have constructed a data center. Data center infrastructure and equipment comprises of data center structures, leasehold improvements, data center cooling and power infrastructure, including infrastructure for advanced environmental controls such as ventilation and air conditioning, specialized heating, fire detection and suppression equipment and monitoring equipment. Office equipment and other comprised of office leasehold improvements and office equipment consisting of furniture, computer equipment and software.

Intangible assets

Intangible assets represent power grid rights, software and other intangible assets, and are recognized at cost less accumulated amortization and accumulated impairment losses. Other intangible assets principally consist of lease premiums (paid in addition to obtain rental contracts).

Software includes development expenditure, which is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use the asset. The expenditure capitalized includes the cost of material, services and direct labour costs that are directly attributable to preparing the asset for its intended use.

Amortization is calculated on a straight-line basis over the estimated useful lives of the intangible asset. Amortization methods, useful lives and residual values are reviewed annually.

The estimated useful lives are:

•    Power grid rights	10–15 years
•    Software	3–5 years
•    Other	3–12 years

Impairment of non-financial assets

The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For intangible assets that are not yet available for use, the recoverable amount is estimated at each reporting date.

The recoverable amount of an asset or cash-generating unit is the greater of either its value in use or its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

F-14

Considering the Company manages its data centers by country, and, given the data center campus structures, the financial performance of data centers within a country is highly inter-dependent, the Company has determined that the cash-generating unit for impairment-testing purposes should be the group of data centers per country, unless specific circumstances would indicate that a single data center is a cash-generating unit.

An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of cash-generating units are to reduce the carrying amount of the assets in the unit (group of units) on a pro-rata basis.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; with any difference between the proceeds (net of transaction costs) and the redemption value recognized in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. The Group de-recognizes a borrowing when its contractual obligations are discharged, cancelled or expired.

As part of the initial measurement of the amortized costs value of the Senior Secured Notes due 2020 it is assumed that the Notes will be held to maturity. If an early redemption of all or part of the Notes is expected the liability will be re-measured based on the original effective interest rate. The difference between the liability, excluding a change in assumed early redemption and the liability, including a change in assumed early redemption, will be recognized in profit and loss.

Provisions

A provision is recognized in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event; it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be estimated reliably. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The discount rate arising on the provision is amortized in future years through interest.

A provision for site restoration is recognized when costs for restoring leasehold premises to their original condition at the end of the lease are probable to be incurred and it is possible to make an accurate estimate of these costs. The discounted cost of the liability is included in the related assets and is depreciated over the remaining estimated term of the lease. If the likelihood of this liability is estimated to be possible, rather than probable, it is disclosed as a contingent liability in Note 25.

A provision for onerous lease contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the discounted amount of future losses expected to be incurred in respect of unused data center sites over the term of the leases. Where unused sites have been sublet or partly sublet, management has taken account of the contracted sublease income expected to be received over the minimum sublease term, which meets the Group’s revenue recognition criteria in arriving at the amount of future losses. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract.

F-15

Leases

Leases, in which the Group assumes substantially all the risks and rewards of ownership, are classified as finance leases. On initial recognition, the leased asset is measured at an amount equal to the lower of either its fair value or the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. The finance lease obligations are presented as part of the long term liabilities and, as far as amounts need to be repaid within one year, as part of current liabilities.

Other leases are operating leases and the leased assets are not recognized on the Group’s statement of financial position. Payments made under operating leases are recognized in the income statement, or capitalized during construction, on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.

Minimum finance lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

At inception or modification of an arrangement, the Group determines whether such an arrangement is, or contains, a lease. This will be the case if the following two criteria are met:

• the fulfilment of the arrangement is dependent on the use of a specific asset or assets; and

• the arrangement contains the right to use an asset.

For leased properties on which our data centers are located, we generally seek to secure property leases for terms of 20 to 25 years. Where possible, we try to mitigate the long-term financial commitment by contracting for initial lease terms for a minimum period of 10 to 15 years with the option for us to either (i) extend the leases for additional five-year terms or (ii) terminate the leases upon expiration of the initial 10 to 15 year term. Our leases generally have consumer price index based annual rent increases over the full term of the lease. Certain of our leases contain options to purchase the asset.

Segment reporting

The segments are reported in a manner consistent with internal reporting provided to the chief operating decision-maker, identified as the Board of Directors. There are two segments: the first segment is France, Germany, The Netherlands and the United Kingdom (the “Big4”), the second segment is Rest of Europe, which comprises Austria, Belgium, Denmark, Ireland, Spain, Sweden and Switzerland. Shared expenses such as corporate management, general and administrative expenses, loans and borrowings and related expenses and income tax assets and liabilities are stated in Corporate and other. The Big4 and Rest of Europe are different segments as management believes that the Big4 countries represent the largest opportunities for Interxion, from market trends and growth perspective to drive the development it’s communities of interest strategy within customer segments and the attraction of magnetic customers. As a result over the past three years we have invested between 65-69% of our capital expenditures in the Big4 segment while revenues constituted an average of 63% of total over the same period.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items presented as Corporate and other principally comprise loans and borrowings and related expenses; corporate assets and expenses (primarily the Company’s headquarters); and income tax assets and liabilities.

Segment capital expenditure is defined as the net cash outflow during the period to acquire property, plant and equipment, and intangible assets other than goodwill.

F-16

EBITDA and Adjusted EBITDA, as well as recurring revenue, are additional indicators of our operating performance, and are not required by or presented in accordance with, IFRS. EBITDA is defined as operating profit plus depreciation, amortization and impairment of assets. We define Adjusted EBITDA as EBITDA adjusted to exclude share-based payments, M&A transaction costs, increase/(decrease) in provision for onerous lease contracts, M&A transaction break fee income, and income from sub-leases of unused data center sites. We present EBITDA and Adjusted EBITDA as additional information because we understand that they are measures used by certain investors and because they are used in our financial covenants in our €100 million Revolving Facility Agreement and €475 million 6.00% Senior Secured Notes due 2020. Other companies may, however, present EBITDA and Adjusted EBITDA differently than we do. EBITDA and Adjusted EBITDA are not measures of financial performance under IFRS and should not be considered as an alternative to operating profit or as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measure of performance derived in accordance with IFRS.

This information, provided to the chief operating decision-maker, is disclosed to permit a more complete analysis of our operating performance. Exceptional items are those significant items that are separately disclosed by virtue of their size, nature or incidence to enable a full understanding of the Group’s financial performance.

Revenue recognition

Revenue is recognized when it is probable that future economic benefits will flow to the Group and that these benefits, together with their related costs, can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable taking into account any discounts or volume rebates.

The Group reviews transactions for separately identifiable components and, if necessary, applies individual recognition treatment, revenues are allocated to separately identifiable components based on their relative fair values.

The Group earns colocation revenue as a result of providing data center services to customers at its data centers. Colocation revenue and lease income are recognized in profit or loss on a straight-line basis over the term of the customer contract. Incentives granted are recognized as an integral part of the total income, over the term of the customer contract. Customers are usually invoiced quarterly in advance and income is recognized on a straight-line basis over the quarter. Initial setup fees payable at the beginning of customer contracts are deferred at inception and recognized in the income statement on a straight-line basis over the initial term of the customer contract. Power revenue is recognized based on customers’ usage.

Other services revenue, including managed services, connectivity and customer installation services including equipment sales are recognized when the services are rendered. Certain installation services and equipment sales, which by their nature have a non-recurring character, are presented as non-recurring revenues and are recognized on delivery of service.

Deferred revenues relating to invoicing in advance and initial setup fees are carried on the statement of financial position as part of trade payables and other liabilities. Deferred revenues due to be recognized after more than one year are held in non-current liabilities.

Cost of sales

Cost of sales consists mainly of rental costs for the data centers and offices, power costs, maintenance costs relating to the data center equipment, operation and support personnel costs and costs related to installations and other customer requirements. In general, maintenance and repairs are expensed as incurred. In cases where maintenance contracts are in place, the costs are recorded on a straight-line basis over the contractual period.

Sales and marketing costs

The operating expenses related to sales and marketing consist of costs for personnel (including sales commissions), marketing and other costs directly related to the sales process. Costs of advertising and promotion are expensed as incurred.

F-17

General and administrative costs

General and administrative costs include depreciation expenses and are expensed as incurred.

Employee benefits

Defined contribution pension plans

A defined contribution pension plan is a post-employment plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in the income statement in the periods during which the related services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service are discounted to their present value.

Termination benefits

Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancy are recognized as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, they are discounted to their present value.

Share-based payments

The long-term incentive programme enables Group employees to earn and/or acquire shares of the Group. The fair value at the date of grant to employees of share options, as determined using the Black Scholes model for options and the Monte Carlo model for the performance shares, is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options and/or shares. The amount recognized as an expense is adjusted to reflect the actual number of share options, restricted and performance shares that vest. Restricted shares are valued based on the market value at grant date.

Finance income and expense

Finance expense comprises interest payable on borrowings calculated using the effective interest rate method, gains on financial assets recognized at fair value through profit and loss and foreign exchange gains and losses. Borrowing costs directly attributable to the acquisition or construction of data center assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to the costs of those assets, until such time as the assets are ready for their intended use.

Interest income is recognized in the income statement as it accrues, using the effective interest method. The interest expense component of finance lease payments is recognized in the income statement using the effective interest rate method.

Foreign currency gains and losses are reported on a net basis, as either finance income or expenses, depending on whether the foreign currency movements are in a net gain or a net loss position.

Income tax

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognized in the income statement except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

F-18

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date that are expected to be applied to temporary differences when they reverse or loss carry forwards when they are utilized.

A deferred tax asset is also recognized for unused tax losses and tax credits. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend.

In determining the amount of current and deferred tax the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Company believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will have an impact on tax expense in the period that such a determination is made.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis of their tax assets and liabilities will be realized simultaneously.

Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary and preference shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary outstanding for the effects of all dilutive potential ordinary shares, which comprise the share options granted.

New standards and interpretations not yet adopted

The new standards, amendments to standards and interpretations listed below are available for early adoption in the annual period beginning January 1, 2015, although they are not mandatory until a later period. The Group has decided not to adopt these new standards or interpretations until a later point in time.

Effective date	New standard or amendments
January 1, 2016	IFRS 14 – Regulatory deferral accounts;
January 1, 2018	IFRS 15 – Revenue from contract with customers;
January 1, 2018	IFRS 9 – Financial instruments;

In January 2016, the IASB issued IFRS 16 – Leases. This standard is effective as from January 1, 2019. The Company has not yet assessed the impact of the aforementioned new standards and interpretations.

F-19

4 Financial risk management

Overview

The Group has exposure to the following risks from its use of financial instruments:

Credit risk

Liquidity risk

Market risk

Other price risks

This note presents information about the Group’s exposure to each of the above risks, the Group’s goals, policies and processes for measuring and managing risk, and its management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.

The Board of Directors has overall responsibility for the oversight of the Group’s risk management framework.

The Group continues developing and evaluating the Group’s risk management policies with a view to identifying and analyzing the risks faced, to setting appropriate risk limits and controls, and to monitoring risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Board of Directors oversees the way management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks the Group faces.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer, bank or other counterparty to a financial instrument were to fail to meet its contractual obligations. It principally arises from the Group’s receivables from customers. The Group’s most significant customer, which is serviced from multiple locations and under a number of service contracts, accounted for 11% of recurring revenues in 2015, and for less than 10% in 2014 and 2013. In 2015 this customer accounted for 15% of recurring revenues in the Big4 segment, and for 5% of recurring revenues in the Rest of Europe segment.

Trade and other receivables

The Group’s exposure to credit risk is mainly influenced by the individual characteristics of each customer. The demographics of the Group’s customer base, including the default risk of the industry and the country in which customers operate, has less of an influence on credit risk.

The Group has an established credit policy under which each new customer is analyzed individually for creditworthiness before it begins to trade with the Group. If customers are independently rated, these ratings are used. If there is no independent rating, the credit quality of the customer is analyzed taking its financial position, past experience and other factors into account.

The Group’s standard terms require contracted services to be paid in advance of these services being delivered. Next to the standard terms the Group provided service fee holidays in relation to our long-term customer contracts, for which an accrued revenue balance is accounted for. In the event that a customer fails to pay amounts that are due, the Group has a clearly defined escalation policy that can result in a customer’s access to their equipment being denied or service to the customer being suspended.

F-20

In 2015, 94% (2014: 94% and 2013: 95%) of the Group’s revenue was derived from contracts under which customers paid an agreed contracted amount, including power on a regular basis (usually monthly or quarterly) or from deferred initial setup fees paid at the outset of the customer contract.

As a result of the Group’s credit policy and the contracted nature of the revenues, losses have occurred infrequently (see Note 21). The Group establishes an allowance that represents its estimate of potential incurred losses in respect of trade and other receivables. This allowance is entirely composed of a specific loss component relating to individually significant exposures.

Bank counterparties

The Group has certain obligations under the terms of its revolving loan agreement and Senior Secured Notes which limit disposal with surplus cash balances. The Group monitors its cash position, including counterparty and term risk, daily.

Guarantees

Certain of our subsidiaries have granted guarantees to our lending banks in relation to our facilities. The Company grants rent guarantees to landlords of certain of the Group’s property leases (see Note 25).

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the its reputation or jeopardizing its future.

The majority of the Group’s revenues and operating costs are contracted, which assists it in monitoring cash flow requirements, which is done on a daily and weekly basis. Typically, the Group ensures that it has sufficient cash on demand to meet expected normal operational expenses, including the servicing of financial obligations, for a period of 60 days; this excludes the potential impact of extreme circumstances, such as natural disasters, that cannot reasonably be predicted.

All significant capital expansion projects are subject to formal approval by the Board of Directors, and material expenditure or customer commitments are only made once the management is satisfied that the Group has adequate committed funding to cover the anticipated expenditure (see Note 23).

Senior Secured Notes

On July 3, 2013, the Company issued an aggregate principal amount of €325 million 6.00% Senior Secured Notes due 2020 (the “Senior Secured Notes due 2020”). The net proceeds of the offering were used to purchase all of the €260 million Senior Secured Notes due 2017, which were tendered in the offer for those notes and to redeem the €260 million Senior Secured Notes due 2017 which remained outstanding following the expiration and settlement of the tender offer and consent solicitation, to pay all related fees, expenses and premiums and for other general corporate purposes.

The Senior Secured Notes due 2020 are governed by an indenture dated July 3, 2013, between the Company, as issuer, and The Bank of New York Mellon, London Branch as Trustee. The indenture contains customary restrictive covenants, including but not limited to limitations or restrictions on our ability to incur debt, grant liens, make restricted payments and sell assets. The restrictive covenants are subject to customary exceptions and are governed by a consolidated fixed charge ratio (Adjusted EBITDA to Finance Charges) to exceed 2.00 and a consolidated senior leverage ratio (Total Net Debt to Pro-forma EBITDA) not to exceed 4.00. In addition, the aggregate of any outstanding debt senior to our Senior Secured Notes should not exceed €100 million.

The obligations under the Senior Secured Notes due 2020 are guaranteed by certain of the Company’s subsidiaries.

F-21

On April 29, 2014, the Company completed the issuance of €150.0 million aggregate principal amount of 6.00% Senior Secured Notes due 2020 (the “Additional Notes”). The net proceeds of the offering amount to €157.9 million, net of offering fees and expenses of €2.3 million. The net proceeds reflect the issuance of the Additional Notes at a premium at 106.75 and net of offering fees and expenses. The Additional Notes, which are guaranteed by certain subsidiaries of the Company, were issued under the indenture pursuant to which, on July 3, 2013, the Company issued €325.0 million in aggregate principal amount of 6.00% Senior Secured Notes due 2020.

Senior Secured Facility

On April 14, 2014, the Company entered into a senior secured facility agreement (the “Senior Secured Facility Agreement”) between, among others, the Issuer, Barclays Bank PLC and ABN AMRO Bank N.V. as lenders and Barclays Bank PLC as agent (the “Agent”) and security trustee, pursuant to which a €100.0 million senior secured term facility (the “Senior Secured Facility”) was made available to the Company.

Following the successful closing of the offering of Additional Notes (as defined and described in the preceding paragraph), the Company terminated the €100.0 million Senior Secured Facility Agreement. No amounts had been drawn under the Senior Secured Facility Agreement. However, the deferred financing fees amounting to €0.6 million were written off in April 2014 in connection with the termination of the Secured Senior Facility Agreement.

Revolving Facility

On June 17, 2013, the Company entered into a new €100 million Revolving Facility Agreement with ABN AMRO Bank N.V., Barclays Bank PLC, Citigroup Global Markets Limited, Credit Suisse AG, Banc of America Securities Limited, as arrangers, the lenders thereunder, Barclays Bank PLC, as agent and Barclays Bank PLC as security trustee. This new €100 million Revolving Facility Agreement replaced the €60 million revolving facility agreement.

On July 3, 2013, in connection with the issuance of the €325 million Senior Secured Notes due 2020, all conditions precedent to the utilization of this Revolving Facility Agreement were satisfied.

On July 28, 2014, Interxion Holding N.V. received consent from the lenders under its €100 million revolving facility to decrease the net assets guarantor coverage from 70% to 65% for a one-year period with effect from June 30, 2014. The Company has not been in breach of any covenants during the year.

As of December 2014, following the addition of Interxion Österreich GmbH as obligor to the group of guarantors, the net assets guarantor coverage exceeded 70%.

The net asset guarantor coverage is calculated as the aggregate net assets of the guarantors under the revolving facility (calculated on an unconsolidated basis and excluding all intragroup items and investments in subsidiaries of any member of the Group) to consolidated net assets of the Group.

The Revolving Facility Agreement also requires the Company to maintain a specified financial ratio. The restrictive covenants are subject to customary exceptions including, in relation to the incurrence of additional debt, a consolidated fixed charge ratio (calculated as a ratio of adjusted EBITDA to consolidated interest expense) to exceed 2.00 to 1.00 on a pro forma basis for the four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt and, if such debt is senior debt, a consolidated senior leverage ratio (calculated as a ratio of outstanding senior debt net of cash and cash equivalents of the Company and its restricted subsidiaries (on a consolidated basis) to pro forma adjusted EBITDA) to be less than 4.00 to 1.00 on a pro forma basis for the four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt.

F-22

The Revolving Facility Agreement also includes a leverage ratio financial covenant (tested on a quarterly basis) requiring total net debt (calculated as a ratio to pro forma EBITDA) not to exceed a leverage ratio of 4.00 to 1.00. In addition, the Company must ensure, under the Revolving Facility Agreement, that the guarantors represent a certain percentage of adjusted EBITDA of the Group as a whole and a certain percentage of the consolidated net assets of the Group as a whole. Our ability to meet these covenants may be affected by events beyond our control and, as a result, we cannot assure you that we will be able to meet the covenants. In the event of a default under the Revolving Facility Agreement, the lenders could terminate their commitments and declare all amounts owed to them to be due and payable. Borrowings under other debt instruments that contain cross acceleration or cross default provisions, including the Senior Secured Notes, may as a result also be accelerated and become due and payable.

The breach of any of these covenants by the Company or the failure by the Company to maintain its leverage ratio could result in a default under the Revolving Facility Agreement. As of December 31, 2015, the Company was in compliance with all covenants in the Revolving Facility Agreement. In addition, the Company does not anticipate any such breach or failure and believes that its ability to borrow funds under the Revolving Facility Agreement will not be adversely affected by the covenants in the next 12 months.

As at December 31, 2015, the revolving facility agreement remained undrawn. The Company’s consolidated fixed charge ratio stood at 5.14 and the net debt ratio/consolidated senior leverage ratio stood at 2.94.

Mortgages

On November 5, 2012, the Company secured a five-year mortgage bank loan of €10 million, which is secured by mortgages on the AMS6 property, owned by Interxion Real Estate IV B.V. The loan is subject to a floating interest rate of EURIBOR plus an individual margin of 275 basis points. Interest is due quarterly in arrears. No financial covenants apply to this loan next to the repayment schedule.

On January 18, 2013, the Group completed two mortgage financings totalling €10 million. The loans are secured by mortgages on the PAR3 land, owned by Interxion Real Estate II Sarl and the PAR5 land, owned by Interxion Real Estate III Sarl, pledges on the lease agreements, and are guaranteed by Interxion France SAS. The principal amounts on the two loans are to be repaid in quarterly instalments in an aggregate amount of €167,000 commencing on April 18, 2013. The mortgages have a maturity of fifteen years and have a variable interest rate based on EURIBOR plus an individual margin ranging from 240 to 280 basis points. The interest rates have been fixed through an interest rate swap for 75% of the principal outstanding amount for a period of ten years. No financial covenants apply to this loan next to the repayment schedule.

On June 26, 2013, the Group completed a €6 million mortgage financing. The loan is secured by a mortgage on the AMS3 property, owned by Interxion Real Estate V B.V. and a pledge on the lease agreement. The principal is to be repaid in annual installments of €400,000 commencing May 1, 2014 and a final repayment of €4,400,000 due on May 1, 2018. The mortgage has a variable interest rate based on EURIBOR plus 275 basis points. The loan contains a minimum of 1.1 debt service capacity covenant ratio based on the operations of Interxion Real Estate V B.V.

On April 1, 2014, the Group completed a €9.2 million mortgage financing. The facility is secured by a mortgage on the data center property in Zaventem (Belgium), which was acquired by Interxion Real Estate IX N.V. on January 9, 2014, a pledge on the lease agreement, and is guaranteed by Interxion Real Estate Holding B.V. The facility has a maturity of fifteen years and has a variable interest rate based on EURIBOR plus 200 basis points. The principal amount is to be repaid in 59 quarterly installments of €153,330 of which the first quarterly installment was paid on July 31, 2014, and a final repayment of €153,330 is due on April 30, 2029. No financial covenants apply to this loan next to the repayment schedule.

On October 13, 2015, the Group completed a €15.0 million mortgage financing. The facility is secured by a mortgage on the German real estate property owned by Interxion Real Estate I B.V. and a pledge on the lease agreement. The facility has a maturity of five years and has a variable interest rate based on EURIBOR plus 225 basis points. The principal amount is to be repaid in four annual installments of €1,000,000 of which the first quarterly installment is due on September 30, 2016, and a final repayment of €11,000,000 which is due on September 30, 2020. No financial covenants apply to this loan next to the repayment schedule.

F-23

Further details are in the Borrowing section (see Note 20).

Market risk

Currency risk

The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of Group entities, primarily the euro, but also pounds sterling (GBP), Swiss francs (CHF), Danish kroner (DKK) and Swedish kronor (SEK). The currencies in which these transactions are primarily denominated are EUR, GBP, CHF, DKK, SEK and USD.

Historically, the revenues and operating costs of each of the Group’s entities have provided an economic hedge against foreign currency exposure and have not required foreign currency hedging.

It is anticipated that a number of capital expansion projects will be funded in a currency that is not the functional currency of the entity in which the associated expenditure will be incurred. In the event that this occurs and is material to the Group, the Group will seek to implement an appropriate hedging strategy.

The majority of the Group’s borrowings are euro denominated and the Company believes that the Interest on these borrowings will be serviced from the cash flows generated by the underlying operations of the Group, the functional currency of which is the euro. The Group’s investments in subsidiaries are not hedged.

Interest rate risk

Following the issue of 6.00% Senior Secured Notes due 2020, the Group is not exposed to significant variable interest rate expense for borrowings.

On November 5, 2012, the Company secured a five-year mortgage €10 million on the AMS6 data center property. The loan is subject to a floating interest rate of EURIBOR plus an individual margin of 275 basis points per annum. Interest is due quarterly in arrears.

On January 18, 2013, the Group completed two mortgage financings totalling €10 million. The loans are secured by mortgages, on the PAR3 land owned by Interxion Real Estate II Sarl, and the PAR5 land owned by Interxion Real Estate III Sarl, pledges on the lease agreements, and are guaranteed by Interxion France SAS. The mortgages have a maturity of fifteen years and have a variable interest rate based on EURIBOR plus an individual margin ranging from 240 to 280 basis points. The interest rates have been fixed through an interest rate swap for 75% of the principal outstanding amount for a period of 10 years.

On June 26, 2013, the Group completed a €6 million mortgage financing. The loan is secured by a mortgage on the AMS3 property owned by Interxion Real Estate V B.V. and a pledge on the lease agreement. The mortgage loan has a variable interest rate based on EURIBOR plus 275 basis points.

On April 1, 2014, the Group completed a €9.2 million mortgage financing. The facility is secured by a mortgage on the data center property in Zaventem (Belgium), which was acquired by Interxion Real Estate IX N.V. on January 9, 2014, a pledge on the lease agreement, and is guaranteed by Interxion Real Estate Holding B.V. The mortgage loan has a variable interest rate based on EURIBOR plus 200 basis points.

On October 13, 2015, the Group completed a €15.0 million mortgage financing. The facility is secured by a mortgage on the real estate property in Germany, which is owned by Interxion Real Estate I B.V. and a pledge on the lease agreement. The facility has a maturity of five years and has a variable interest rate based on EURIBOR plus 225 basis points.

As at December 31, 2015, on the Revolving Facility Agreement the interest payable on EUR amounts drawn would be at the rate of EURIBOR plus 350 basis points and for GBP amounts drawn the interest payable would be LIBOR plus 350 basis points. The Revolving Facility Agreement was fully undrawn as at December 31, 2015.

Further details are in the Financial Instruments section (see Note 21).

F-24

Other risks

Price risk

There is a risk that changes in market circumstances, such as strong unanticipated increases in operational costs, construction of new data centers or churn in customer contracts, will negatively affect the Group’s income. Customers individually have medium-term contracts that require notice prior to termination. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Group is a significant user of power and has exposure to increases in power prices. It uses independent consultants to monitor price changes in electricity and seeks to negotiate fixed-price term agreements with the power supply companies, not more than for own use, where possible. The risk to the Group is mitigated by the contracted ability to recover power price increases through adjustments in the pricing for power services.

Capital management

The Group has a capital base comprising its equity, including reserves, Senior Secured Notes, mortgage loan, finance leases and committed debt facilities. It monitors its solvency ratio, financial leverage, funds from operations and net debt with reference to multiples of its previous twelve months’ Adjusted EBITDA levels. The Company’s policy is to maintain a strong capital base and access to capital in order to sustain the future development of the business and maintain shareholders’, creditors’ and customers’ confidence.

The principal use of capital in the development of the business is through capital expansion projects for the deployment of further equipped space in new and existing data centers. Major capital expansion projects are not started unless the Company has access to adequate capital resources at the start of the project to complete the project, and they are evaluated against target internal rates of return before approval. Capital expansion projects are continually monitored before and after completion.

There were no changes in the Group’s approach to capital management during the year.

5 Information by segment

Operating segments are to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. Management monitors the operating results of its business units separately for the purpose of making decisions about performance assessments.

There are two segments: the first is The Big4 which comprise of France, Germany, The Netherlands and the United Kingdom; the second is Rest of Europe, which comprises Austria, Belgium, Denmark, Ireland, Spain, Sweden and Switzerland. Shared expenses, such as corporate management, general and administrative expenses, loans and borrowings, and related expenses and income tax assets and liabilities, are stated in Corporate and other.

The performance of the operating segments is primarily based on the measures of revenue, EBITDA and Adjusted EBITDA. Other information provided, except as noted below, to the Board of Directors is measured in a manner consistent with that in the financial statements.

The geographic information analyzes the Group’s revenues and non-current assets by the Company’s country of domicile and other countries. In presenting the geographic information both revenue and assets have been based on their geographic location. The Netherlands is the country of domicile which reported revenues amounting to €65,225,000 (2014: €57,834,000; 2013: €50,569,000) and non-current assets (excluding DTA) amounting to €235,270,000 (2014: €230,404,000; 2013: €180,409,000).

F-25

Information by segment, 2015

	FR, DE, NL and UK			Rest of Europe			Subtotal			Corporate and other			Total
	(€’000)
Recurring revenue		232,624			132,551			365,175			—			365,175
Non-recurring revenue		14,290			7,095			21,385			—			21,385
Total revenue		246,914			139,646			386,560			—			386,560
Cost of sales		(93,311	)		(49,440	)		(142,751	)		(8,862	)		(151,613	)
Gross profit/(loss)		153,603			90,206			243,809			(8,862	)		234,947
Other income		365			—			365			20,923			21,288
Sales and marketing costs		(7,925	)		(5,145	)		(13,070	)		(15,147	)		(28,217	)
General and administrative costs		(62,828	)		(30,687	)		(93,515	)		(38,990	)		(132,505	)
Operating profit/(loss)		83,215			54,374			137,589			(42,076	)		95,513
Net finance expense														(29,022	)
Profit before taxation														66,491
Total assets		878,568			309,218			1,187,786			64,278			1,252,064
Total liabilities		196,996			54,396			251,392			493,255			744,647
Capital expenditures, including intangible assets*		(131,812	)		(55,004	)		(186,816	)		(5,820	)		(192,636	)
Depreciation, amortization and impairments		50,317			23,688			74,005			4,224			78,229
Adjusted EBITDA		134,328			78,868			213,196			(41,920	)		171,276

Note:— * Capital expenditures, including intangible assets, represent payments to acquire property, plant and equipment and intangible assets, as recorded in the consolidated statement of cash flows as “Purchase of property, plant and equipment” and “Purchase of intangible assets” respectively.

F-26

Information by segment, 2014

	FR, DE, NL and UK			Rest of Europe			Subtotal			Corporate and other			Total
	(€’000)
Recurring revenue		200,603			118,581			319,184			—			319,184
Non-recurring revenue		13,608			7,832			21,440			—			21,440
Total revenue		214,211			126,413			340,624			—			340,624
Cost of sales		(83,844	)		(47,947	)		(131,791	)		(7,284	)		(139,075	)
Gross profit/(loss)		130,367			78,466			208,833			(7,284	)		201,549
Other income		271			—			271			—			271
Sales and marketing costs		(7,599	)		(5,308	)		(12,907	)		(11,644	)		(24,551	)
General and administrative costs		(50,001	)		(25,359	)		(75,360	)		(23,524	)		(98,884	)
Operating profit/(loss)		73,038			47,799			120,837			(42,452	)		78,385
Net finance expense														(27,876	)
Profit before taxation														50,509
Total assets		804,537			290,455			1,094,992			78,111			1,173,103
Total liabilities		166,250			73,448			239,698			497,260			736,958
Capital expenditures, including intangible assets*		(150,224	)		(60,436	)		(210,660	)		(5,617	)		(216,277	)
Depreciation, amortization and impairments		40,129			18,514			58,643			3,534			62,177
Adjusted EBITDA		113,409			67,273			180,682			(34,295	)		146,387

Note:— * Capital expenditures, including intangible assets, represent payments to acquire property, plant and equipment and intangible assets, as recorded in the consolidated statement of cash flows as “Purchase of property, plant and equipment” and “Purchase of intangible assets” respectively.

F-27

Information by segment, 2013

	FR, DE, NL and UK			Rest of Europe			Subtotal			Corporate and other			Total
	(€’000)
Recurring revenue		182,165			109,109			291,274			—			291,274
Non-recurring revenue		10,293			5,544			15,837			—			15,837
Total revenue		192,458			114,653			307,111			—			307,111
Cost of sales		(71,944	)		(44,522	)		(116,466	)		(7,675	)		(124,141	)
Gross profit/(loss)		120,514			70,131			190,645			(7,675	)		182,970
Other income		341			—			341			—			341
Sales and marketing costs		(7,200	)		(5,212	)		(12,412	)		(10,406	)		(22,818	)
General and administrative costs		(47,074	)		(23,437	)		(70,511	)		(19,623	)		(90,134	)
Operating profit/(loss)		66,581			41,482			108,063			(37,704	)		70,359
Net finance expense														(57,453	)
Profit before taxation														12,906
Total assets		619,356			223,274			842,630			68,145			910,775
Total liabilities		148,884			39,708			188,592			334,281			522,873
Capital expenditures, including intangible assets*		(93,676	)		(47,016	)		(140,692	)		(2,689	)		(143,381	)
Depreciation, amortization and impairments		(37,371	)		(17,269	)		(54,640	)		(3,030	)		(57,670	)
Adjusted EBITDA		104,373			59,097			163,470			(31,633	)		131,837

Note:— * Capital expenditures, including intangible assets, represent payments to acquire property, plant and equipment and intangible assets, as recorded in the consolidated statement of cash flows as “Purchase of property, plant and equipment” and “Purchase of intangible assets” respectively.

F-28

Reconciliation to Adjusted EBITDA

Consolidated

	2015			2014			2013
	(€’000)
Profit for the year attributable to shareholders		48,566			35,060			6,824
Income tax expense		17,925			15,449			6,082
Profit before taxation		66,491			50,509			12,906
Finance income		(5,742	)		(890	)		(484	)
Finance expense		34,764			28,766			57,937
Operating profit		95,513			78,385			70,359
Depreciation, amortization and impairment		78,229			62,177			57,670
EBITDA(1)		173,742			140,562			128,029
Share-based payments		7,161			6,576			4,149
Increase/(decrease) in provision for onerous lease contracts		(184	)		(805	)		—
M&A transaction break fee income (2)		(20,923	)		—			—
M&A transaction costs (3)		11,845			325			—
Income from sub-leases of unused data center sites		(365	)		(271	)		(341	)
Adjusted EBITDA		171,276			146,387			131,837

France, Germany, The Netherlands and UK

	2015			2014			2013
	(€’000)
Operating profit		83,215			73,038			66,581
Depreciation, amortization and impairment		50,317			40,129			37,371
EBITDA(1)		133,532			113,167			103,952
Share-based payments		1,345			1,318			762
Increase/(decrease) in provision for onerous lease contracts		(184	)		(805	)		—
Income from sub-leases of unused data center sites		(365	)		(271	)		(341	)
Adjusted EBITDA		134,328			113,409			104,373

Rest of Europe

	2015		2014		2013
	(€’000)
Operating profit		54,374		47,799		41,482
Depreciation, amortization and impairment		23,688		18,514		17,269
EBITDA(1)		78,062		66,313		58,751
Share-based payments		806		960		346
Adjusted EBITDA		78,868		67,273		59,097

F-29

Corporate and other

	2015			2014			2013
	(€’000)
Operating profit		(42,076	)		(42,452	)		(37,704	)
Depreciation, amortization and impairment		4,224			3,534			3,030
EBITDA(1)		(37,852	)		(38,918	)		(34,674	)
Share-based payments		5,010			4,298			3,041
M&A transaction break fee income(2)		(20,923	)		—			—
M&A transaction costs(3)		11,845			325			—
Adjusted EBITDA		(41,920	)		(34,295	)		(31,633	)

Notes:

1) Operating profit plus depreciation, amortization and impairment of assets.

2) On March 9, 2015, the Company signed the definitive agreement on an all-share merger (the “Implementation Agreement”) with TelecityGroup plc (“TelecityGroup”) on the terms as announced on February 11, 2015. Following termination of the Implementation Agreement on May 29, 2015, the Company received a cash break-up fee of £15 million from TelecityGroup which is reported within “Other income” in the consolidated income statement.

3) M&A transaction costs are costs associated with the evaluation, diligence and conclusion or termination of merger or acquisition activity. In the year ended December 31, 2015, M&A transaction costs included €10.7 million related to the abandoned merger with TelecityGroup, and €1.1 million related to other activity including the evaluation of potential asset acquisitions.

In 2015, the share-based payments include an amount of €643,000 related to taxes and social security charges (2014: €92,000, 2013: €559,000).

6 Revenue

Revenue consists of colocation revenue derived from the rendering of data center services, which includes customer installation services and equipment sales.

F-30

7 General and administrative costs

The general and administrative costs consist of the following components:

	2015			2014			2013
	(€’000)
Depreciation, amortization and impairments		78,229			62,177			57,670
Share-based payments		7,161			6,576			4,149
(Increase)/decrease in provision for onerous lease contracts		(184	)		(805	)		—
M&A transaction costs		11,845			325			—
Other general and administrative costs		35,454			30,611			28,315
		132,505			98,884			90,134

8 Employee benefit expenses

The Group employed an average of 515 employees (full-time equivalents) during 2015 (2014: 478 and 2013: 425). Costs incurred in respect of these employees were:

	2015		2014		2013
	(€’000)
Salaries and bonuses		42,333		36,489		32,369
Social security charges		6,780		6,025		5,535
Contributions to defined contribution pension plans		2,273		2,178		2,051
Other personnel-related costs		7,518		7,355		8,309
Share-based payments		7,161		6,576		4,149
		66,065		58,623		52,413

The following income statement line items include employee benefit expenses of:

	2015		2014		2013
	(€’000)
Costs of sales		24,930		22,282		19,963
Sales and marketing costs		17,580		15,266		14,942
General and administrative costs		23,555		21,075		17,508
		66,065		58,623		52,413

The Group operates a defined contribution scheme for most of its employees. The contributions are made in accordance with the scheme and are expensed in the income statement as incurred.

In 2013, the Dutch Government imposed a crisis wage tax payable by employers. The total charge in 2013, included in General and administrative costs, amounted to €417,000. In 2014 and 2015, this crisis wage tax was no longer applicable.

F-31

9 Finance income and expense

	2015			2014			2013
	(€’000)
Profit from sale of financial asset		2,289			—			—
Bank and other interest		82			496			484
Net foreign currency exchange gain		923			394			—
Finance income		3,294			890			484
Interest expense on Senior Secured Notes, bank and other loans		(27,094	)		(23,783	)		(22,594	)
Interest expense on finance leases		(3,139	)		(2,314	)		(1,642	)
Interest expense on provision for onerous lease contracts		(115	)		(230	)		(334	)
Other financial expenses		(1,968	)		(2,439	)		(32,751	)
Net foreign currency exchanges loss		—			—			(616	)
Finance expense		(32,316	)		(28,766	)		(57,937	)
Net finance expense		(29,022	)		(27,876	)		(57,453	)

The “Profit from sale of financial asset” reflects the profit realized on the sale of the Group’s shares in iStreamPlanet Co.

In 2015, the “Interest expense on Senior Secured Notes, bank and other loans” increased principally as result of the full year impact of the Additional Notes issued in 2014, and lower capitalized borrowing costs.

In 2014, the “Interest expense on Senior Secured Notes, bank and other loans” increased principally as result of the increased interest expenses related to the Additional Notes amounting to €150 million partly offset by higher capitalized borrowing costs.

As a result of the refinancing completed on July 3, 2013, the Company incurred costs, presented in “Other financial expenses”, of approximately €31 million of which €26.5 million in cash related to the tender and redemption premiums and consent fees for the 9.50% Senior Secured Notes due 2017 (the “Senior Secured Notes due 2017”) and €4.5 million non-cash expenses from the deferred financing costs related to the former €60 million Revolving Facility Agreement and the unamortized costs of the Senior Secured Notes due 2017.

The “Interest expense on provision for onerous lease contracts” related to the unwinding of the discount rate used to calculate the “Provision for onerous lease contracts”.

F-32

10 Income taxes

Income tax (expense)/benefit

	2015			2014			2013
	(€’000)
Current taxes		(9,170	)		(8,947	)		(7,888	)
Deferred taxes		(8,755	)		(6,502	)		(1,806	)
Total income tax (expense)/benefit		(17,925	)		(15,449	)		(6,082	)

Reconciliation of effective tax rate

A reconciliation between income taxes calculated at the Dutch statutory tax rate of 25% in 2015 (25% in 2014 and 2013) and the actual tax benefit/(expense) with an effective tax rate of 27.0% (30.6% in 2014 and 47.1% in 2013) is as follows:

	2015			2014			2013
	(€’000)
Profit for the year		48,566			35,060			6,824
Income tax expense		17,925			15,449			6,082
Profit before taxation		66,491			50,509			12,906
Income tax using Company’s domestic tax rate		(16,623	)		(12,627	)		(3,227	)
Effect of tax rates in foreign jurisdictions		(407	)		(1,033	)		(1,007	)
Change in tax rate and legislation		548			355			305
Non-deductible expenses		(1,948	)		(1,617	)		(2,041	)
Recognition of previously unrecognized tax losses		734			—			—
Current year results for which no deferred tax asset was recognized		—			—			25
Prior year adjustments included in current year tax		211			(25	)		344
Other		(440	)		(502	)		(481	)
Income tax expense		(17,925	)		(15,449	)		(6,082	)

F-33

Recognized deferred tax assets/(liabilities)

The movement in recognised deferred tax assets during the year is as follows:

	Property, plant and equipment, and Intangibles			Provision onerous contracts			Other			Tax loss carry- forward			Total
	(€’000)
January 1, 2013		14,979			3,639			4,600			18,151			41,369
Recognized in profit/(loss) for 2013		(990	)		(1,022	)		869			5,924			4,781
Recognized in equity		—			—			—			544			544
Effects of movements in exchange rates		2			—			—			(104	)		(102	)
December 31, 2013		13,991			2,617			5,469			24,515			46,592
Recognized in profit/(loss) for 2014		(565	)		(1,042	)		(2,130	)		(1,214	)		(4,951	)
Recognized in equity		—			—			—			(367	)		(367	)
Effects of movements in exchange rates		2			—			5			(22	)		(15	)
December 31, 2014		13,428			1,575			3,344			22,912			41,259
Recognized in profit/(loss) for 2015		(858	)		(1,091	)		(1,021	)		(3,553	)		(6,523	)
Recognized in equity		—			—			—			(1,224	)		(1,224	)
Effects of movements in exchange rates		11			—			—			221			232
December 31, 2015		12,581			484			2,323			18,356			33,744
Offset deferred tax liabilities		(8,808	)		—			(1,549	)		(363	)		(10,720	)
Net deferred tax assets/(liabilities)		3,773			484			774			17,993			23,024

F-34

The movement in recognized deferred tax liabilities during the year is as follows:

	Property, plant and equipment, and Intangibles			Provision onerous contracts		Other			Tax loss carry- forward		Total
	(€’000)
January 1, 2013		(12,291	)		—		(1,116	)		—		(13,407	)
Recognized in profit/(loss) for 2013		(3,398	)		—		423			—		(2,975	)
Effects of movements in exchange rates		89			—		—			—		89
December 31, 2013		(15,600	)		—		(693	)		—		(16,293	)
Recognized in profit/(loss) for 2014		(1,138	)		—		(413	)		—		(1,551	)
Effects of movements in exchange rates		(380	)		—		—			—		(380	)
December 31, 2014		(17,118	)		—		(1,106	)		—		(18,224	)
Recognized in profit/(loss) for 2015		(2,038	)		—		(194	)		—		(2,232	)
Effects of movements in exchange rates		(215	)		—		—			—		(215	)
December 31, 2015		(19,371	)		—		(1,300	)		—		(20,671	)
Offset deferred tax assets		8,808			—		1,549			363		10,720
Net deferred tax assets/(liabilities)		(10,563	)		—		249			363		(9,951	)

The deferred tax assets and liabilities are presented as net amounts per tax jurisdiction as far as the amounts can be offset.

The estimated utilization of carried-forward tax losses in future years is based on management’s forecasts of future profitability by tax jurisdiction.

The following net deferred tax assets have not been recognized:

	2015		2014		2013
	(€’000)
Deductible temporary differences, net		34		39		117
Tax losses		180		787		1,303
		214		826		1,420

The accumulated recognized and unrecognized tax losses expire as follows:

	2015		2014		2013
	(€’000)
Within one year		2,683		—		3,159
Between 1 and 5 years		3,490		7,000		4,949
After 5 years		25,817		32,318		24,775
Unlimited		57,721		67,397		79,754
		89,711		106,715		112,637

F-35

11 Property, plant and equipment

	Freehold land and buildings			Infra- structure and equipment			Assets under construction			Total data center assets			Office equipment and other			Total
	(€’000)
Cost:
As at January 1, 2015		168,505			962,405			74,758			1,205,668			29,951			1,235,619
Additions		6,437			13,113			140,637			160,187			8,404			168,591
Exchange differences		(7	)		14,889			966			15,848			537			16,385
Disposals		—			(1,221	)		—			(1,221	)		(673	)		(1,894	)
Transfers		—			138,697			(138,697	)		—			—			—
As at December 31, 2015		174,935			1,127,883			77,664			1,380,482			38,219			1,418,701
Accumulated depreciation and impairment:
As at January 1, 2015		(9,270	)		(313,282	)		—			(322,552	)		(17,883	)		(340,435	)
Depreciation		(3,382	)		(67,561	)		—			(70,943	)		(4,333	)		(75,276	)
Exchange differences		—			(5,332	)		—			(5,332	)		(321	)		(5,653	)
Disposals		—			1,080			—			1,080			655			1,735
As at December 31, 2015		(12,652	)		(385,095	)		—			(397,747	)		(21,882	)		(419,629	)
Carrying amount as at December 31, 2015		162,283			742,788			77,664			982,735			16,337			999,072
Cost:
As at January 1, 2014		103,715			765,282			87,213			956,210			31,028			987,238
Additions		53,597			51,782			141,042			246,421			5,375			251,796
Exchange differences		6			5,227			364			5,597			179			5,776
Disposals		—			(2,560	)		—			(2,560	)		(6,631	)		(9,191	)
Transfers		11,187			142,674			(153,861	)		—			—			—
As at December 31, 2014		168,505			962,405			74,758			1,205,668			29,951			1,235,619
Accumulated depreciation and impairment:
As at January 1, 2014		(7,308	)		(260,012	)		—			(267,320	)		(21,170	)		(288,490	)
Depreciation		(1,962	)		(53,907	)		—			(55,869	)		(3,231	)		(59,100	)
Exchange differences		—			(1,533	)		—			(1,533	)		(110	)		(1,643	)
Disposals		—			2,170			—			2,170			6,628			8,798
As at December 31, 2014		(9,270	)		(313,282	)		—			(322,552	)		(17,883	)		(340,435	)
Carrying amount as at December 31, 2014		159,235			649,123			74,758			883,116			12,068			895,184

F-36

	Freehold land and buildings			Infra- structure and equipment			Assets under construction			Total data center assets			Office equipment and other			Total
	(€’000)
Cost:
As at January 1, 2013		87,157			709,722			30,553			827,432			28,883			856,315
Additions		16,558			27,206			89,770			133,534			2,373			135,907
Exchange differences		—			(3,735	)		—			(3,735	)		(122	)		(3,857	)
Disposals		—			(1,021	)		—			(1,021	)		(106	)		(1,127	)
Transfers		—			33,110			(33,110	)		—			—			—
As at December 31, 2013		103,715			765,282			87,213			956,210			31,028			987,238
Accumulated depreciation and impairment:
As at January 1, 2013		(4,594	)		(211,882	)		—			(216,476	)		(18,908	)		(235,384	)
Depreciation		(2,714	)		(49,941	)		—			(52,655	)		(2,435	)		(55,090	)
Exchange differences		—			790			—			790			67			857
Disposals		—			1,021			—			1,021			106			1,127
As at December 31, 2013		(7,308	)		(260,012	)		—			(267,320	)		(21,170	)		(288,490	)
Carrying amount as at December 31, 2013		96,407			505,270			87,213			688,890			9,858			698,748

In November 2014, the Group agreed to purchase the VIE data center land and building for €18.7 million. The assets were previously accounted for as an operating lease. Upon entering into this purchase agreement, the lease was reported as a finance lease in accordance with IAS 17. In January 2015 the purchase transaction was effectuated. The purchase amount was paid in full and reported as a purchase of property, plant and equipment within investing cash flow and the finance lease liability was released. The carrying value of the land amounts to €9,150,000 and the carrying value of the building amounts to €10,171,000.

In August 2014, the Group exercised its option to purchase the AMS7 data center land and building. The actual legal transaction will become effective in 2023. As a result of this modification, in accordance with IAS17, as of August 2014, the lease, which was previously reported as an operating lease is reported as a financial lease. The carrying amount of the land amounts to €5,800,000 and the carrying amount of the leased building amounts to €7,248,000.

In August 2014, the Group completed the €8.5 million transaction with Société Française du Radiotéléphone – SFR SA (“SFR”) to purchase a data center campus in Marseille, France, owned by SFR. As at December 31, 2015, the carrying amount of the land amounts to €638,000 and the carrying value of the building amounts to €6,797,000.

In January 2014, the Group completed the €11.4 million transaction to purchase the data center property in Brussels, Belgium. As at December 31, 2015, the carrying amount of the land amounts to €4,171,000 and the carrying value of the building amounts to €7,920,000.

In December 2012, the Group exercised its option to purchase the PAR7 data center land. The actual legal transaction will become effective in 2019. As a result of this modification, in accordance with IAS17, as of December 20, 2012, the lease, which was previously reported as an operating lease is reported as a financial lease. The carrying amount of the land amounts to €20,832,000 (2014: €20,832,000 and 2013: €20,832,000). In addition, until 2014, the Group leased data center equipment under a number of finance lease agreements, with a carrying amount of €202,000 per December 31, 2013. In 2014, the lease agreement expired and the ownership of these assets was transferred to the Group.

F-37

Capitalized interest relating to borrowing costs for 2015 amounted to €2,638,000 (2014: €3,604,000 and 2013: €1,701,000). The cash effect of the interest capitalized for 2015 amounted to €3,567,000, which is presented in the Statement of Cash Flows under “Purchase of property, plant and equipment” (2014: €2,512,000 and 2013: €3,681,000).

As at December 31, 2015, the carrying value of freehold land included in the category “Freehold land and buildings” amounts to €76,854,000 (2014: €70,497,000 and 2013: €51,663,000).

Depreciation of property, plant and equipment is disclosed as general and administrative cost in the consolidated statement of income.

At December 31, 2015, properties with a carrying value of €71,799,000 (2014: €55,614,000 and 2013: €44,017,000) were subject to a registered debenture to secure mortgages (see Note 20).

12 Intangible assets

The components of intangible assets are as follows:

	Power grid rights			Software			Other			Total
				(€’000)
Cost:
As at January 1, 2015		12,833			13,039			2,165			28,037
Additions		2,792			3,733			—			6,525
Exchange differences		466			43			—			509
Disposals		—			(493	)		—			(493	)
As at December 31, 2015		16,091			16,322			2,165			34,578
Amortization:
As at January 1, 2015		(1,297	)		(6,447	)		(1,297	)		(9,041	)
Amortization		(391	)		(2,290	)		(114	)		(2,795	)
Exchange differences		—			(41	)		—			(41	)
Disposals		—			493			—			493
As at December 31, 2015		(1,688	)		(8,285	)		(1,411	)		(11,384	)
Carrying amount as at December 31, 2015		14,403			8,037			754			23,194
As at January 1, 2014		11,980			10,723			2,165			24,868
Additions		376			2,953			—			3,329
Exchange differences		477			25			—			502
Disposals		—			(662	)		—			(662	)
As at December 31, 2014		12,833			13,039			2,165			28,037
Amortization:
As at January 1, 2014		(943	)		(4,936	)		(1,111	)		(6,990	)
Amortization		(354	)		(2,144	)		(186	)		(2,684	)
Exchange differences		—			(29	)		—			(29	)
Disposals		—			662			—			662
As at December 31, 2014		(1,297	)		(6,447	)		(1,297	)		(9,041	)
Carrying amount as at December 31, 2014		11,536			6,592			868			18,996

F-38

	Power grid rights			Software			Other			Total
				(€’000)
Cost:
As at January 1, 2013		11,833			9,059			2,165			23,057
Additions		296			1,678			—			1,974
Exchange differences		(149	)		(14	)		—			(163	)
As at December 31, 2013		11,980			10,723			2,165			24,868
Amortization:
As at January 1, 2013		(612	)		(2,882	)		(925	)		(4,419	)
Amortization		(331	)		(2,063	)		(186	)		(2,580	)
Exchange differences		—			9			—			9
As at December 31, 2013		(943	)		(4,936	)		(1,111	)		(6,990	)
Carrying amount as at December 31, 2013		11,037			5,787			1,054			17,878

Amortization of intangible assets is disclosed as general and administrative cost in the consolidated income statement.

13 Financial asset

The financial asset consisted of a 1.6% equity shareholding in iStreamPlanet Inc., which was sold during the third quarter of 2015. The financial asset was designated as a financial asset measured at fair value through profit and loss. Refer to note 9 for disclosure on the realized gain.

14 Trade and other (non-) current assets

	2015		2014		2013
	(€’000)
Non-current
Data-center-related prepaid expenses		2,834		976		11,500
Rental and other supplier deposits		2,929		2,714		2,093
Deferred financing costs		422		995		1,258
Deferred rent related stamp duties		501		523		556
Cash flow hedge		—		—		90
Other non-current assets		—		542		1,039
		6,686		5,750		16,536

As at December 31, 2013, an amount of €11,500,000 was related to cash prepaid to a notary account from which the acquisition of our Brussels data center building subsequent to year-end has been paid.

The deferred financing costs relate to the costs incurred for the Revolving Facility Agreement. On June 17, 2013, the Company entered into a €100 million revolving facility agreement with ABN AMRO Bank N.V., Barclays Bank PLC, Citigroup Global Markets Limited, Credit Suisse AG, Banc of America Securities Limited, as arrangers, the lenders thereunder, Barclays Bank PLC, as agent and Barclays Bank PLC as security trustee. This agreement replaced the €60 million revolving facility agreement. The deferred financing costs balance of 2012 was charged to the income statement in full in 2013 as a result of the refinancing (see also note 9).

F-39

On July 3, 2013, in connection with the issue of the €325 million Senior Secured Notes due 2020, all conditions precedent to the utilization of this revolving facility agreement were satisfied. In 2012, the Company amended the terms of its existing Revolving Facility Agreement.

	2015		2014		2013
	(€’000)
Current
Trade receivables – net (Note 21)		79,128		69,224		58,405
Taxes receivable		5,716		2,881		7,093
Accrued revenue		39,442		35,104		21,234
Prepaid expenses and other current assets		17,248		13,553		9,971
		141,534		120,762		96,703

Accrued revenue relate to service fee holidays provided in relation to our long-term customer contracts.

Prepaid expenses and other current assets principally comprise accrued income, prepaid insurances, rental and other related operational data center and construction-related prepayments.

15 Cash and cash equivalents and short-term investments

Cash and cash equivalents include €4,868,000 (2014: €5,286,000 and 2013: €4,078,000) that is restricted and held as collateral to support the issuance of bank guarantees on behalf of a number of subsidiary companies.

Short-term investments in 2014 related to short-term interest bearing deposit accounts. In 2013 and 2015 there were no short-term investments.

16 Shareholders’ equity

Share capital and share premium

	Ordinary shares
	2015		2014		2013
	(In thousands of shares)
On issue at January 1		69,317		68,867		68,176
Issue/conversion of shares		602		450		691
On issue at December 31		69,919		69,317		68,867

On January 28, 2011, the Company issued 16,250 thousand new shares (post reverse stock split) at the New York Stock Exchange under the ticker symbol INXN. On completion of the offering, the Company did a reverse stock split 5:1, which resulted in nominal value of €0.10 per ordinary shares. The 34,808 thousand Preferred Shares were converted into ordinary shares and the Liquidation Price of €1.00 (post reverse stock split) per Preferred A Share was either paid out in cash or converted in ordinary shares (3.3 million ordinary shares). In 2015, a total of approximately 0.4 million (2014: 0.5 million, 2013: 0.7 million) options were exercized and restricted and performance shares were vested.

At December 31, 2015, 2014 and 2013, the authorized share capital comprised 200,000,000 ordinary shares at par value of €0.10. All issued shares are fully paid.

F-40

Foreign currency translation reserve

The foreign currency translation reserve comprises of all foreign exchange differences arising from the translation of the financial statements of foreign operations as well as from the translation of intergroup balances with a permanent nature.

17 Earnings per share

Basic earnings per share

The calculation of basic earnings per share at December 31, 2015, was based on the profit of €48,566,000 attributable to ordinary shareholders (2014: €35,060,000 and 2013: €6,824,000) and a weighted average number of ordinary shares outstanding during the year ended December 31, 2015 of 69,579,000 (for the years; 2014: 69,048,000 and 2013: 68,584,000). Profit is attributable to ordinary shareholders on an equal basis.

Diluted earnings per share

The calculation of diluted earnings per share at December 31, 2015 was based on the profit of €48,566,000 attributable to ordinary shareholders (2014: €35,060,000 and 2013: €6,824,000) and a weighted average number of ordinary shares and the impact of options, restricted share and performance shares outstanding during the year ended December 31, 2015 of 70,499,000 (for the years; 2014: 69,922,000 and 2013: 69,345,000).

In January 2011, the Company issued new shares at the New York Stock Exchange under the ticker symbol INXN. On completion of the offering, the Company did a reverse stock split 5:1, which resulted in nominal value of €0.10 per ordinary share. The 5:1 reverse stock split effectuated is presented in the basic earnings per share calculation and the diluted earnings per share calculation.

Profit attributable to ordinary shareholders

	2015		2014		2013
	(€’000)
Profit attributable to ordinary shareholders		48,566		35,060		6,824

Weighted average number of ordinary shares

	2015		2014		2013
	(in thousands of shares)
Weighted average number of ordinary shares at December 31		69,579		69,048		68,584
Dilution effect of share options, restricted and performance shares on issue		920		874		761
Weighted average number of ordinary (diluted) at December 31		70,499		69,922		69,345

F-41

18 Trade payables and other liabilities

	2015		2014		2013
	(€’000)
Non-current
Deferred revenue		5,272		4,986		4,605
Other non-current liabilities		6,777		7,225		6,932
		12,049		12,211		11,537
Current
Trade payables		25,045		23,902		28,175
Tax and social security		9,435		9,921		8,778
Customer deposits		20,500		19,286		18,507
Deferred revenue		60,700		53,246		44,550
Accrued expenses		46,949		40,147		32,083
		162,629		146,502		132,093

Trade payables include €14,958,000 (2014: 13,976,000 and 2013: €20,074,000) accounts payable in respect of purchases of property, plant and equipment.

Accrued expenses are analyzed as follows:

	2015		2014		2013
	(€’000)
Data-center-related costs		11,788		9,042		7,158
Personnel and related costs		11,709		9,381		8,769
Professional services		2,246		1,857		1,824
Customer implementation and related costs		3,346		3,689		2,199
Financing-related costs		13,454		13,414		9,994
Other		4,406		2,764		2,139
		46,949		40,147		32,083

As at December 31, 2015, the accrued financing-related costs principally relate to interest expenses on the Senior Secured Notes.

19 Provision for onerous lease contracts

As at December 31, 2015, the provision for onerous lease contracts relates to two unused data center sites in Germany, one in Munich terminating in March 2016 and one in Dusseldorf terminating in August 2016.

The provision is calculated based on the discounted future contracted payments net of any sublease revenues.

	2015			2014			2013
	(€’000)
As at January 1		4,934			8,875			11,826
Increase/(decrease) in provision		(184	)		(805	)		—
Unwinding of discount		115			230			334
Utilization of provision		(3,348	)		(3,366	)		(3,285	)
As at December 31		1,517			4,934			8,875
Non-current		—			1,491			4,855
Current		1,517			3,443			4,020
		1,517			4,934			8,875

F-42

Discounted estimated future losses are calculated using a discount rate based on the five-year euro-area government benchmark bond yield prevailing at the balance sheet date.

20 Borrowings

	2015		2014		2013
	(€’000)
Non-current
Senior Secured Notes 6.0%, due 2020		475,503		475,643		317,610
Mortgages		40,727		29,141		22,524
Finance lease liabilities		34,582		34,141		20,470
Other loans		—		1,605		1,605
		550,812		540,530		362,209
Current
Mortgages		3,346		2,346		1,733
Finance lease liabilities		—		18,716		50
Other loans		1,605		—		—
		4,951		21,062		1,783
Total borrowings		555,763		561,592		363,992

The carrying amounts of the Group’s borrowings are principally denominated in euros. The face value of the Senior Secured Notes as at December 31, 2015 was €475,000,000 (2014: €475,000,000 and 2013: €325,000,000).

The face value of the mortgages amounted to €44,646,000 as per December 31, 2015 (2014: €31,993,000 and 2013: €24,833,000).

Senior Secured Notes and bank borrowings

Mortgages

In November 2012, the Group entered into a five-year mortgage for €10 million. The mortgage is secured by the AMS6 land and data center buildings with a carrying value of €15,895,000. The loan is subject to a floating interest rate of EURIBOR plus an individual margin of 275 basis points.

In January 2013, the Group completed two mortgage financings totalling €10 million. The loans are secured by mortgages on the PAR3 land, owned by Interxion Real Estate II Sarl, and the PAR5 land, owned by Interxion Real Estate III Sarl, pledges on the lease agreements, and are guaranteed by Interxion France SAS. The principal amounts on the two loans are to be repaid in quarterly installments in an aggregate amount of €167,000 commencing on April 18, 2013. The mortgages have a maturity of fifteen years and have a variable interest rate based on EURIBOR plus an individual margin ranging from 240 to 280 basis points. The interest rates have been fixed for 75% of the principal outstanding amount for a period of 10 years.

F-43

In June 2013, the Group completed a €6 million mortgage financing. The loan is secured by a mortgage on the AMS3 property owned by Interxion Real Estate V B.V. and a pledge on the lease agreement. The principal is to be repaid in annual installments of €400,000 commencing May 1, 2014 and a final repayment of €4,400,000 due on May 1, 2018. The mortgage has a variable interest rate based on EURIBOR plus 275 basis points. The loan contains a minimum of 1.1 debt service capacity covenant ratio based on operations of Interxion Real Estate V B.V.

In April 2014, the Group completed a €9.2 million financing. The facility is secured by a mortgage on the data center property in Zaventhem (Belgium), which was acquired by Interxion Real Estate IX N.V. on January 9, 2014, a pledge on the lease agreement, and is guaranteed by Interxion Real Estate Holding B.V. The facility has a maturity of fifteen years and has a variable interest rate based on EURIBOR plus 200 basis points. The principal amount is to be repaid in 59 quarterly installments of €153,550 of which the first quarterly installment was paid on July 31, 2014, and a final repayment is due on April 30, 2029.

On October 13, 2015, the Group completed a €15.0 million mortgage financing. The facility is secured by a mortgage on the real estate property in Germany, which is owned by Interxion Real Estate I B.V. and a pledge on the lease agreement. The facility has a maturity of five years and has a variable interest rate based on EURIBOR plus 225 basis points. The principal amount is to be repaid in four annual installments of €1,000,000 of which the first quarterly installment is due on September 30, 2016, and a final repayment of €11,000,000 which is due on September 30, 2020.

These mortgages do not conflict with the restrictions of the Indenture and the Revolving Facility Agreement.

Senior Secured Notes due 2017

On June 3, 2013, the Company announced an offer to purchase for cash any and all of its outstanding euro-denominated €260 million Senior Secured Notes due 2017.

On June 28, 2013, holders of €256,962,000 aggregate principal amount of the €260 million Senior Secured Notes due 2017, representing 98.8% of the outstanding Notes, had validly tendered their Notes.

The total consideration for each €1,000 principal amount of the €260 million Senior Secured Notes due 2017 validly tendered prior to the consent deadline was €1,102 and after the consent deadline €1,092 plus the accrued and unpaid interest up to, but not including, the day of settlement.

On July 3, 2013, the tender was completed and the Company discharged its obligations with respect to the remaining €3,038,000 outstanding €260 million Senior Secured Notes due 2017 not purchased in the offer in accordance with the satisfaction and discharge provisions of the indenture governing the €260 million Senior Secured Notes due 2017. These Notes were redeemed on August 2, 2013 at a redemption price equal to a “make-whole” amount of €1,094 for each €1,000 principal amount, as calculated in accordance with the terms of the indenture governing the €260 million Senior Secured Notes due 2017, plus accrued and unpaid interest up to, but not including, the redemption date.

The total redemption fees amounted to approximately €26.5 million; in addition, the Company incurred approximately €4.5 million in non-cash expenses from the deferred financing costs relating to the former €60 million Revolving Facility Agreement and the unamortized costs of the Senior Secured Notes due 2017.

Senior Secured Notes due 2020

On July 3, 2013, the Company issued an aggregate principal amount of €325 million 6.00% Senior Secured Notes due 2020 (the “Senior Secured Notes due 2020”).

The net proceeds of the offering were used to purchase all of the €260 million Senior Secured Notes due 2017, which were tendered in the offer for those notes and to redeem the €260 million Senior Secured Notes due 2017 which remained outstanding following the expiration and settlement of the tender offer and consent solicitation, to pay all related fees, expenses and premiums and for other general corporate purposes.

F-44

The €325 million Senior Secured Notes due 2020 are governed by an indenture dated July 3, 2013, between the Company, as issuer, and The Bank of New York Mellon, London Branch as Trustee. The indenture contains customary restrictive covenants, including but not limited to limitations or restrictions on our ability to incur debt, grant liens, make restricted payments and sell assets. The restrictive covenants are subject to customary exceptions and are governed by a consolidated fixed charge ratio to exceed 2.00 and a consolidated senior leverage ratio (net of cash and cash equivalents) not to exceed 4.00.

The obligations under the €325 million Senior Secured Notes due 2020 are guaranteed by certain of the Company’s subsidiaries.

On April 29, 2014, the Company completed the issuance of €150 million aggregate principal amount of its 6.00% Senior Secured Notes due 2020 (the “Additional Notes”). The net proceeds of the offering amount to €157.9 million, net of offering fees and expenses of €2.3 million. The net proceeds reflect the issuance of the Additional notes at a premium of 106.75 and net of offering fees and expenses. The Additional Notes, which are guaranteed by certain subsidiaries of the Company, were issued under the indenture pursuant to which, on July 3, 2013, the Company issued €325 million in aggregate principal amount of 6.00% Senior Secured Notes due 2020.

The Company may redeem all or part of the €475 million Senior Secured Notes due 2020. The Company has the following redemption rights:

Optional Redemption prior to July 15, 2016 upon an equity offering

At any time prior to July 15, 2016, upon not less than 10 nor more than 60 days’ notice, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Senior Secured Notes at a redemption price of 106.000% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net proceeds from one or more equity offerings. The Company may only do this, however, if:

(a) at least 65% of the aggregate principal amount of Senior Secured Notes that were initially issued (calculated after giving effect to the issuance of any additional notes) would remain outstanding immediately after the proposed redemption; and

(b) the redemption occurs within 90 days after the closing of such equity offering.

Optional Redemption prior to July 15, 2016

Prior to July 15, 2016, upon not less than 10 nor more than 60 days’ notice, the Company may during each 12-month period commencing on the issue date redeem up to 10% of the aggregate principal amount of the Senior Secured Notes (calculated after giving effect to the issuance of any additional notes) at a redemption price equal to 103% of the principal amount redeemed plus accrued and unpaid interest, if any, to the redemption date.

At any time prior to July 15, 2016, upon not less than 10 nor more than 60 days’ notice, the Company may also redeem all or part of the Senior Secured Notes at a redemption price equal to 100% of the principal amount thereof plus the applicable redemption premium and accrued and unpaid interest to the redemption date.

Optional Redemption on or after 15 July 2016

At any time on or after July 15, 2016 and prior to maturity, upon not less than 10 nor more than 60 days’ notice, the Company may redeem all or part of the Senior Secured Notes. These redemptions will be in amounts of €100,000 or integral multiples of €1,000 in excess thereof at the following redemption prices (expressed as percentages of their principal amount at maturity), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period commencing on July 15 of the years set forth below.

F-45

Year	Redemption Price
2016		104.500	%
2017		103.000	%
2018		101.500	%
2019 and thereafter		100.000	%

Change of Control

If, at any time, directly or indirectly, a beneficial owner becomes owner of more than 50% of the total voting power of the voting stock of the Company, a change of control occurs, then the Company shall make an offer to each holder of the Senior Secured Notes to purchase such holder’s Senior Secured Notes, in whole or in part, in a principal amount of €100,000 or in integral multiples of €1,000 in excess thereof at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.

€100 Million Revolving Facility Agreement

On June 17, 2013, the Company entered into a new €100 million revolving facility agreement with ABN AMRO Bank N.V., Barclays Bank PLC, Citigroup Global Markets Limited, Credit Suisse AG, Banc of America Securities Limited, as arrangers, the lenders thereunder, Barclays Bank PLC, as agent and Barclays Bank PLC as security trustee. This new €100 million revolving facility agreement replaced the €60 million revolving facility agreement.

On July 3, 2013, in connection with the issue of the €325 million Senior Secured Notes due 2020, all conditions precedent to the utilization of this revolving facility agreement were satisfied.

Change of control or sale of assets

If, there is a sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions; or a change of control that any beneficial owner gains control of the Company, then a lender under the revolving facility agreement shall not be obliged to fund a loan to the Company.

In addition, if within 30 days of the Company notifying the Agent of a change of control or sale of assets as described above, a lender wishes to cancel its commitment under the revolving facility agreement as a result of that event, such lender’s commitments will be immediately cancelled and its participation in all outstanding loans shall, together with the accrued and unpaid interest and all other amounts accrued and outstanding under the agreement, become due and payable within 10 business days of the date on which the relevant lender notifies the agent, unless the Company replaces such lender within such 10 business day period.

Maturity profile

The maturity profile of the gross amounts of Senior Secured Notes and Mortgages is set out below:

	2015		2014		2013
	(€’000)
Within one year		—		—		—
Between 1 and 5 years		503,199		14,266		15,333
Over 5 years		16,447		492,727		334,500
		519,646		506,993		349,833

F-46

The Group has the following undrawn bank borrowing facilities:

	2015		2014		2013
	(€’000)
Expiring within one year		—		—		—
Expiring between 1 and 5 years		100,000		100,000		100,000
		100,000		100,000		100,000

Covenants

The Revolving Facility Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company and its subsidiaries to:

• create certain liens;

• incur debt and/or guarantees;

• enter into transactions other than on arm’s-length basis;

• pay dividends or make certain distributions or payments;

• engage, in relation to the Company, in any business activity or own assets or incur liabilities not authorized by the Revolving Facility Agreement;

• sell certain kinds of assets;

• enter into any sale and leaseback transactions;

• make certain investments or other types of restricted payments;

• substantially change the nature of the Company or the Group’s business;

• designate unrestricted subsidiaries; and

• effect mergers, consolidations or sale of assets.

The Revolving Facility also requires the Company to maintain a specified financial ratio. The restrictive covenants are subject to customary exceptions including, in relation to the incurrence of additional debt, a consolidated fixed charge ratio (calculated as a ratio of adjusted EBITDA to consolidated interest expense) to exceed 2.00 to 1.00 on a pro forma basis for the four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt and, if such debt is senior debt, a consolidated senior leverage ratio (calculated as a ratio of outstanding senior debt net of cash and cash equivalents of the Company and its restricted subsidiaries (on a consolidated basis) to pro forma adjusted EBITDA) to be less than 4.00 to 1.00 on a pro forma basis for the four full fiscal quarters (taken as one period) for which financial statements are available immediately preceding the incurrence of such debt.

The Revolving Facility Agreement also includes a leverage ratio financial covenant (tested on a quarterly basis) requiring total net debt (calculated as a ratio to pro forma EBITDA) not to exceed a leverage ratio of 4.00 to 1.00. In addition, the Company must ensure, under the Revolving Facility Agreement, that the guarantors represent a certain percentage of adjusted EBITDA of the Group as a whole and a certain percentage of the consolidated net assets of the Group as a whole. Our ability to meet these covenants may be affected by events beyond our control and, as a result, we cannot assure you that we will be able to meet the covenants. In the event of a default under our Revolving Facility, the lenders could terminate their commitments and declare all amounts owed to them to be due and payable. Borrowings under other debt instruments that contain cross acceleration or cross default provisions, including the Senior Secured Notes, may as a result also be accelerated and become due and payable.

F-47

The breach of any of these covenants by the Company or the failure by the Company to maintain its leverage ratio could result in a default under the Revolving Facility Agreement. As of December 31, 2015, the Company was in compliance with all covenants in the Revolving Facility Agreement. In addition, the Company does not anticipate any such breach or failure and believes that its ability to borrow funds under the Revolving Facility Agreement will not be adversely affected by the covenants in the next 12 months.

The Senior Secured Notes due 2020 Indenture contains covenants for the benefit of the holders of the Notes that restrict, among other things and subject to certain exceptions, the ability of the Company and its subsidiaries to:

• incur debt;

• enter into certain transactions with, or for the benefit of, an affiliate;

• create or incur certain liens;

• incur changes in control;

• pay dividends or make certain distributions or payments;

• engage in any business activity not authorized by the Indenture;

• sell certain kinds of assets;

• impair any security interest on the assets serving as collateral for the Notes;

• enter into any sale and leaseback transaction;

• make certain investments or other types of restricted payments;

• designate unrestricted subsidiaries;

• effect mergers, consolidations or sale of assets; and

• guarantees certain debt.

The restrictive covenants are subject to customary exceptions and are governed by a consolidated fixed-charge ratio to exceed 2.00 and a consolidated senior leverage ratio (net of cash and cash equivalents) not to exceed 4.00.

The breach of any of these covenants by the Company could result in a default under the Indenture. As of December 31, 2015, the Company was in compliance with all covenants in the Indenture.

Interxion remained in full compliance with all its debt covenants. The Company’s consolidated fixed charge ratio stood at 5.14 (2014: 4.36) and both the net debt ratio and the leverage ratio financial covenant stood at 2.94 (2014: 3.24).

F-48

Financial lease liabilities

Financial lease liabilities relate to the acquisition of property, plant and equipment with the following payment schedule:

	2015			2014			2013
	(€’000)
Gross lease liabilities:
Within one year		2,990			21,604			1,726
Between 1 and 5 years		30,230			31,964			7,492
More than 5 years		20,024			21,280			21,443
		53,244			74,848			30,661
Future interest payments		(18,662	)		(21,991	)		(10,141	)
Present value of minimum lease payments		34,582			52,857			20,520

In November 2014, the Group agreed to purchase the VIE data center land and building for €18.7 million. The assets were previously accounted for as an operating lease. Upon entering into this purchase agreement, the lease was reported as a finance lease in accordance with IAS 17. In January 2015 the purchase transaction was effectuated. The purchase amount was paid in full and reported as a purchase of property, plant and equipment within investing cash flow and the finance lease liability was released. The carrying value of the land amounts to €9,150,000 and the carrying value of the building amounts to €10,171,000.

In August 2014, the Group exercized its option to purchase the AMS7 data center land and building. The actual legal transaction will become effective in 2023. As a result of this modification, in accordance with IAS17, as of 22 August 2014, the lease, which was previously reported as an operating lease is reported as a financial lease. The carrying amount of the land amounts to €5,800,000, the carrying value of the building amounted to €7,600,000 as per exercise date. The actual legal transaction will become effective in 2023.

In December 2012, the Group exercized its option to purchase the PAR7 data center land. The actual legal transaction will come into effect in 2019. As a result of this modification, in accordance with IAS17, as of December 20, 2012, the lease, which was previously reported as an operating lease is treated as a financial lease. The carrying amount of the land amounts to €20,832,000.

Other loans

The Group has a loan facility with the landlord of one of its unused data center sites in Germany to allow the Group to invest in improvements to the building to meet the requirements of sub-lessees. The loan bears interest at 6% per annum and is repayable in 2016. As at December 31, 2015, the balance of the landlord loan was €1,605,000 (2014 and 2013: €1,605,000).

21 Financial instruments

Credit risk

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

	2015		2014		2013
	(€’000)
Trade receivables		79,128		69,224		58,405
Accrued revenue		39,442		35,104		21,234
Rental and other supplier deposits		2,929		2,714		2,093
Cash and cash equivalents		58,554		99,923		45,690
		180,053		206,965		127,422

F-49

The Group seeks to minimize the risk related to cash and cash equivalents by holding cash as widely as possible across multiple bank institutions. Term risk is limited to deposits of no more than two weeks. The Group monitors its cash position, including counterparty and term risk, daily.

The Group seeks to minimize the credit risk related to customers by analyzing new customers individually for creditworthiness before it begins to trade. If customers are independently rated, these ratings are used. If, there is no independent rating, the credit quality of the customer is analyzed taking its financial position, past experience and other factors into account.

The Group’s largest financial asset balance exposed to credit risk is with a financial institution, one of the Company’s relationships banks, which accounts for approximately 26% of the total balance exposed to credit risk as at December 31, 2015.

The Group’s largest customer balance exposed to credit risk is with a customer, serviced from multiple locations under multiple service contracts, which accounts for approximately 21% of the total balance exposed to credit risk as at December 31, 2015.

The maximum credit exposure on the trade receivables is limited by the deferred revenue balance of €65,972,000 as presented in Note 18 (2014: €58,232,000 and 2013: €49,155,000).

The exposure to credit risk for trade receivables at the reporting date by geographic region was:

	2015		2014		2013
	(€’000)
UK, France, Germany and The Netherlands		62,448		55,121		44,025
Rest of Europe		16,246		14,103		14,380
Corporate		434		—		—
		79,128		69,224		58,405

The aging of trade receivables as at the reporting date was:

	2015				2014				2013
	Gross		Allowance		Gross		Allowance		Gross		Allowance
	(€’000)
Not past due		66,016		—		57,009		—		50,061		—
Past due 0–30 days		7,569		—		7,511		—		4,312		—
Past due 31–120 days		3,589		20		3,640		91		3,540		—
Past due 120 days–1 year		1,797		111		1,262		122		361		—
More than 1 year		349		61		75		60		370		239
		79,320		192		69,497		273		58,644		239

F-50

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

	2015			2014			2013
	(€’000)
Balance as at January 1		273			239			329
Impairment loss recognized		144			219			156
Write-offs		(225	)		(185	)		(246	)
Balance as at December 31		192			273			239

Based on historic default rates, the Group believes that no impairment allowance is necessary in respect of trade receivables other than those that have been specifically provided for.

Liquidity risk

The following are the contractual maturities of financial liabilities, including interest payments and excluding the impact of netting agreements.

December 31, 2015

	Carrying amount		Contractual cash flows		Less than 1 year		Between 1 - 5 years		More than 5 years
	(€’000)
Financial liabilities
Senior Secured Notes		475,503		617,500		28,500		589,000		—
Finance lease liabilities		34,582		53,244		2,990		30,230		20,024
Mortgages		44,073		49,748		4,466		34,120		11,162
Other loans		1,605		1,629		1,629		—		—
Trade and other payables(1)		89,743		89,743		89,743		—		—
		645,506		811,864		127,328		653,350		31,186
December 31, 2014
	Carrying amount		Contractual cash flows		Less than 1 year		Between 1 - 5 years		More than 5 years
	(€’000)
Financial liabilities
Senior Secured Notes		475,643		646,000		28,500		114,000		503,500
Finance lease liabilities		52,857		74,848		21,604		31,964		21,280
Mortgages		31,487		36,783		3,246		20,767		12,770
Other loans		1,605		1,726		96		1,630		—
Trade and other payables(1)		81,919		81,919		81,919		—		—
		643,511		841,276		135,365		168,361		537,550

F-51

December 31, 2013

	Carrying amount		Contractual cash flows		Less than 1 year		Between 1 - 5 years		More than 5 years
	(€’000)
Financial liabilities
Senior Secured Notes		317,610		462,150		20,150		78,000		364,000
Finance lease liabilities		20,520		30,661		1,726		7,492		21,443
Mortgages		24,257		29,148		2,552		19,398		7,198
Other loans		1,605		1,822		96		1,726		—
Trade and other payables(1)		80,225		80,225		80,225		—		—
		444,217		604,006		104,749		106,616		392,641

Notes:—

(1) Excludes deferred revenues and rental holidays. Accrued interest on Senior Secured Notes and mortgages is classified under the respective liability category.

Market risk

Exposure to currency risk

The following significant exchange rates applied during the year:

	Average rate						Report date mid-spot rate
	2015		2014		2013		2015		2014		2013
Euro
GBP 1		1.379		1.241		1.179		1.357		1.278		1.198
CHF 1		0.937		0.823		0.813		0.923		0.831		0.816
DKK 1		0.134		0.134		0.134		0.134		0.134		0.134
SEK 1		0.107		0.110		0.116		0.109		0.105		0.113

Sensitivity analysis

A 10% strengthening of the euro against the following currencies at December 31, would have increased (decreased) equity and profit or loss by approximately the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remained constant and was performed on the same basis for 2014 and 2013.

	Equity			Profit or loss
	(€’000)
December 31, 2015
GBP		(3,848	)		(1,290	)
CHF		(4,757	)		(148	)
DKK		(2,042	)		(186	)
SEK		(356	)		(137	)
December 31, 2014
GBP		(2,415	)		(903	)
CHF		(4,138	)		(23	)
DKK		(1,763	)		(155	)
SEK		(212	)		117
December 31, 2013
GBP		(1,337	)		(420	)
CHF		(4,015	)		(23	)
DKK		(1,587	)		(148	)
SEK		(345	)		32

F-52

A 10% weakening of the euro against the above currencies at December 31, would have had the equal, but opposite, effect to the amounts shown above, on the basis that all other variables remained constant.

Interest rate risk

Profile

At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments was:

	Carrying amount
	2015		2014		2013
	(€’000)
Fixed-rate instrument
Senior Secured Notes		475,503		475,643		317,610
Finance lease liabilities		34,582		52,857		20,520
Mortgages		5,870		6,341		6,801
Other loans		1,605		1,605		1,605
		517,560		536,446		346,536
Variable-rate instruments
Mortgages		38,203		25,146		17,456
		555,763		561,592		363,992

The mortgages on the PAR3 land, owned by Interxion Real Estate II Sarl, and the PAR5 land, owned by Interxion Real Estate III Sarl have variable interest rates based on EURIBOR plus an individual margin ranging from 240 to 280 basis points. The interest rates have been fixed for 75% of the principal outstanding amount for a period of ten years, which has been reflected in the table above.

Cash flow sensitivity analysis for fixed-rate instruments

The Group does not account for any fixed-rate financial assets and liabilities at fair value through profit and loss, and does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the end of the reporting period would not affect profit or loss.

F-53

Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points in interest rates payable at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remained constant.

	Profit or loss					Equity
	100 bp increase			100 bp decrease		100 bp increase			100 bp decrease
	(€’000)
December 31, 2015
Variable rate instruments		(261	)		261		(91	)		91
December 31, 2014
Variable rate instruments		(251	)		251		(91	)		91
December 31, 2013
Variable rate instruments		(152	)		152		(51	)		51

Fair values and hierarchy

Fair values versus carrying amounts

As of December 31, 2015, the market price of the 6.00% Senior Secured Notes due 2020 was 105.780 (2014: 105.005 and 2013: 106.51). Using this market price, the fair value of the Senior Secured Notes due 2020 would have been approximately €502 million, compared with its nominal value of €475 million. In 2014 the value of the notes was €499 million compared with a nominal value of €475 million.

Until 2014, the Group had a financial asset carried at fair value, its investment in iStreamPlanet Inc. This investment was sold during 2015. Furthermore the Group had a cash flow hedge carried at a negative fair value, to hedge the interest rate risk of part of two mortgages.

As of December 31, 2015, the fair value of all mortgages would have been equal to their carrying amount of €44.1 million. As of 31 December 2015, the fair value of the financial lease liabilities would have been €41.0 million compared with its carrying amount of €34.6 million.

Fair value hierarchy

The Company regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the Company assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified. Significant valuation issues are reported to the Company’s Audit Committee.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1:	quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2:	inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3:	inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

F-54

The values of the instruments are:

	Carrying value			Fair value
				Level 1			Level 2			Level 3
December 31, 2015
Senior secured notes 6.00% due 2020		(475,503	)		(502,000	)		—			—
Finance leases		(34,582	)		—			(41,012	)		—
Mortgages		(44,073	)		—			(44,073	)		—
Interest rate swap		(321	)		—			(321	)		—
December 31, 2014
Senior secured notes 6.00% due 2020		(475,643	)		(499,000	)		—			—
Finance leases		(52,857	)		—			(60,200	)		—
Mortgages		(31,487	)		—			(31,487	)		—
Interest rate swap		(368	)		—			(368	)		—
Financial asset		774			—			—			774
December 31, 2013
Senior secured notes 6.00% due 2020		(317,610	)		(346,000	)		—			—
Finance leases		(20,520	)		—			(23,200	)		—
Mortgages		(24,257	)		—			(24,257	)		—
Interest rate swap		90			—			90			—
Financial asset		774			—			—			774

No changes in levels of hierarchy, or transfers between levels, occurred in the reporting period. Fair values were obtained from quoted market prices in active markets or, where no active market exists, by using valuation techniques. Valuation techniques include discounted cash flow models using inputs as market interest rates and cash flows.

The financial asset which was in Level 3 until 2014, has been sold during the year. The profit realized on this divestment is disclosed in note 9.

Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital.

F-55

The Group’s net debt to equity ratio at the reporting date was as follows:

	2015			2014			2013
	(€’000)
Net debt
Total liabilities		744,647			736,958			522,873
Less: cash		(58,554	)		(99,923	)		(45,690	)
		686,093			637,035			477,183
Equity
Total equity		507,417			436,145			387,902
Net debt to equity ratio		1.35			1.46			1.23

22 Share-based payments

Summary of outstanding options and restricted shares as of December 31, 2015

The terms and conditions of the grants (excluding restricted shares and performance share grants), under the 2011 and 2013 Option Plans with an USD exercise price, were as follows:

Grant date	Employees entitled	Exercise price in $	Outstanding		Exercisable
		(in thousands)
2011	Executive Director	14.74		600		600
	Non-executive Directors	13.00		15		15
	Senior employees	10.00-14.65		208		208
2012	Key management	10.00-11.50		122		84
	Senior employees	13.67-22.64		46		34
2013	Key management	10.00		6		0
	Senior employees	15.00-18.00		50		14
2014	Senior employees	17.50-23.25		127		59
2015	Senior employees	24.60-27.26		90		16
	Total share options			1,264		1,030

Share options granted from 2011 onwards, under the 2011 and 2013 Option Plans, generally vest over four years and can be exercised up to eight years after the date of grant. The options granted in 2011 to the Company’s Executive Director, Non-executive Directors and certain employees have an accelerated vesting term.

F-56

The number and weighted average exercise prices of outstanding share options, post reverse stock split, under the 2008 Option Plan with euro exercise prices are as follows:

	Weighted average exercise price in €						Number of options in thousands
	2015		2014		2013		2015			2014			2013
Outstanding at January 1		7.19		5.46		4.98		14			112			597
Granted		—		—		—		—			—			—
Exercised		7.19		5.05		4.79		(14	)		(94	)		(458	)
Expired		—		—		—		—			—			—
Forfeited		—		6.50		6.12		—			(4	)		(27	)
Outstanding – December 31		—		7.19		5.46		—			14			112
Exercisable – December 31		—		7.19		5.36		—			14			92

F-57

The number and weighted average exercise prices of outstanding share options under the 2011 and 2013 Option Plans, excluding the restricted shares and performance share grants, with US dollar exercise prices are as follows:

	Weighted average exercise price in $						Number of options in thousands
	2015		2014		2013		2015			2014			2013
Outstanding at January 1		14.35		14.13		13.64		1,641			1,792			1,818
Granted		25.17		18.46		16.75		90			180			247
Exercised		14.23		14.60		13.11		(423	)		(266	)		(233	)
Expired		—		—		—		—			—			—
Forfeited		19.29		18.71		13.86		(44	)		(65	)		(41	)
Outstanding – December 31		14.98		14.35		14.13		1,264			1,641			1,792
Exercisable – December 31		14.24		14.17		14.05		1,030			1,132			972

The options outstanding at December 31, 2015 have a weighted average remaining contractual life of 4.2 years (2014: 5.1 years and 2013: 5.7 years).

For the services delivered in 2013, a total of 12,282 restricted shares were granted to the Non-executive Directors (2,047 restricted shares each). All restricted shares vested as at December 31, 2014 and were issued and transferred to the Non-executive Directors in March 2015.

For the services delivered in 2014, a total of 9,980 restricted shares were granted to the Non-executive Directors (1,996 restricted shares each). Of these shares, 3,992 were cancelled as two Non-executive Directors resigned prior to vesting. The remaining 5,988 restricted shares vested as at June 30, 2015 and were issued and transferred to the Non-executive Directors in July 2015.

On June 30, 2015, the Annual General Meeting of Shareholders approved to award restricted shares equivalent to a value of €40,000 under the terms and conditions of the 2013 Option Plan to each of our Non-executive Directors (1,615 restricted shares each) for their services to be provided for the period between the 2015 Annual General Meeting and the 2016 Annual General Meeting. A total of 6,460 restricted shares were granted.

For his contribution to the Company in 2013, the Executive Director, based on the Company’s performance and his individual performance, earned an initial allocation of 71,979 performance shares. This number was calculated on the basis of the predetermined conditionally awarded on target equity value for 2013, the Company’s average share value during the month of January 2013, as well as the actual Company and individual performance from January 1, 2013 to December 31, 2013. On June 30, 2014, the General Meeting of Shareholders approved to grant 17,995 performance shares, which represented 25% of the initial allocation, to the Executive Director pursuant to the Company’s 2013 Amended International Equity Based Incentive Plan. This first installment, 25% (17,995 performance shares) of the initial allocation, vested immediately following the approval by the General Meeting of Shareholders of the award. To cover taxes due, the Executive Director sold 4,995 shares. The remainder of the vested shares were locked up until December 31, 2014 and were transferred in March 2015. The remaining 75% of the initial allocation (53,984 performance shares) was subject to the Company’s relative share performance over the 24 month period from January 1, 2013 to December 31, 2014. Since at December 31, 2014, the relative share performance criteria were not met, the 53,984 performance shares were forfeited and returned to the pool available for grant.

F-58

On July 30, 2014, for the performance year 2013, the Board of Directors made an award of restricted shares and an initial award of performance shares to certain members of key management (not the Executive Director) under the terms and conditions of the Company’s 2013 Amended International Equity Based Incentive Plan. A total of 20,000 restricted shares were granted. In addition, a total of 35,592 performance shares were granted as an initial award. Of the 35,592 performance shares initially awarded, 8,898 shares vested while the remaining initial performance shares were forfeited on December 31, 2014, as the performance criteria with regard to the relative share performance was not met.

With regard to the performance period of 2014, the Board of Directors approved the conditional award of performance shares in December 2014 for certain members of key management and the Executive Director under the terms and conditions of the Company’s 2013 Amended International Equity Based Incentive Plan on the basis of the predetermined on target equity value for 2014 and the Company’s average share price during the month of January 2014. The actual initial award of 137,574 performance shares, based on the level of the actual Company and individual performance from January 1, 2014 to December 31, 2014, was approved by the Board of Directors in February 2015.

• With regard to the Executive Director, the first 50% (47,243 performance shares) of the initial award was awarded at the 2015 Annual General Meeting. Of the initial award, 23,621 performance shares vested upon award but were locked up until December 31, 2015 and 23,622 performance shares vested on January 1, 2016. The remaining 50% (47,242 performance shares) of the initial award was subject to the Company’s relative share performance compared to the S&P SmallCap 600 Index over the period January 1, 2014 to December 31, 2015. The Company’s actual relative share performance compared to the S&P SmallCap 600 Index over the period January 1, 2014 to December 31, 2015 was reviewed in January 2016. The relative performance resulted in a maximum pay out level of 150% pay or an actual final award of 70,863 performance shares. These 70,863 performance shares are subject to shareholder approval at the 2016 Annual General Meeting. Should they be approved, 50% (or 35,432) of the performance shares will vest on January 1, 2017 and 50% (or 35,431) will vest on January 1, 2018.

• With regard to key members of management, the first 50% of the initial award (21,545 performance shares) was awarded at the 2015 Annual General Meeting. Of the initial award, 10,773 performance shares vested upon award but were locked up until December 31, 2015 and 10,772 performance shares vested on January 1, 2016. The remaining 50% of the initial award (21,544 performance shares) was subject to the Company’s relative share performance compared to the S&P SmallCap 600 Index over the period January 1, 2014 to December 31, 2015. The Company’s actual relative share performance compared to the S&P SmallCap 600 Index over the period January 1, 2014 to December 31, 2015 was reviewed in January 2016. The relative performance resulted in a maximum pay out level of 150% pay or an actual award of 32,318 performance shares. 50% (or 16,159) of the performance shares will vest on January 1, 2017 and 50% (or 16,159) will vest on January 1, 2018.

• Upon change of control, the performance shares will vest immediately and any lock up provisions will expire.

With regard to the performance period of 2015, the Board of Directors approved the conditional award of performance shares in March 2015 for certain members of key management and the Executive Director under the terms and conditions of the Company’s 2013 Amended International Equity Based Incentive Plan on the basis of the predetermined on target equity value for 2015 and the Company’s average share price during the month of January 2015. The actual initial award of 149,600 performance shares, based on the level of the actual Company and individual performance from January 1, 2015 to December 31, 2015, was approved by the Board of Directors in February 2016.

F-59

• With regard to the Executive Director, the first 50% (38,287 performance shares) of the initial award is subject to shareholder approval at the 2016 Annual General Meeting. Should they be approved, 19,144 performance shares of the initial award will vest upon award but will be locked up until December 31, 2016 and 19,143 performance shares will vest on January 1, 2017. The remaining 50% (38,287 performance shares) of the initial award is subject to the Company’s relative share performance compared to the S&P SmallCap 600 Index over the period January 1, 2015 to December 31, 2016. The Company’s actual relative share performance compared to the S&P SmallCap 600 Index over the period January 1, 2015 to December 31, 2016 will be reviewed in January 2017. These performance shares are subject to shareholder approval at the 2017 Annual General Meeting. Should they be approved, 50% of the performance shares will vest on January 1, 2018 and 50% will vest on January 1, 2019.

• With regard to key members of management, the first 50% of the initial award (36,514 performance shares) will be awarded at the 2016 Annual General Meeting. Of the initial award, 18,257 performance shares will vest upon award but will be locked up until December 31, 2016 and 18,257 performance shares will vest on January 1, 2017. The remaining 50% of the initial award (36,512 performance shares) is subject to the Company’s relative share performance compared to the S&P SmallCap 600 Index over the period January 1, 2015 to 31 December 2016. The Company’s actual relative share performance compared to the S&P SmallCap 600 Index over the period January 1, 2014 to December 31, 2015 will be reviewed in January 2017. Once the actual final number is approved, 50% of the performance shares will vest on January 1, 2018 and 50% will vest on January 1, 2019.

• Upon change of control, the performance shares will vest immediately and any lock up provisions will expire.

In the first quarter of 2015, the Board of Directors recommended an award of 75,000 restricted shares to a key member of management (not the Executive Director) of which 25,000 vested in the first quarter of 2015. Half of the remaining 50,000 restricted shares will vest on March 1, 2016 and the other 25,000 will vest on March 1, 2017. Upon a change of control, these restricted shares will vest immediately.

The number of restricted shares outstanding at December 31, 2015, 2014 and 2013 is broken down as follows:

	Number of restricted shares
	(in Thousands)
	2015			2014			2013
Outstanding at January 1		272			12			—
Granted		158			351			12
Vested		(118	)		(91	)		—
Expired		—			—			—
Forfeited		(4	)		—			—
Outstanding – December 31		308			272			12

The restricted shares outstanding at December 31, 2015 have a weighted average remaining contractual life of 2.1 years (2014: 2.9 years).

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The number of performance shares outstanding at December 31, 2015, 2014 and 2013 is broken down as follows:

	Number of performance shares
	(in Thousands)
	2015			2014			2013
Outstanding at January 1		—			—			—
Granted		272			107			—
Vested		(35	)		(27	)		—
Expired		—			—			—
Forfeited		—			(80	)		—
Outstanding – December 31		237			—			—

Employee expenses

In 2015, the Company recorded employee expenses of €7,161,000 related to share-based payments (2014: €6,576,000 and 2013: €4,149,000). The 2015 share-based payments related expenses include an amount of € 643,000 related to taxes and social security charges (2014: € 92,000 and 2013: €559,000).

The weighted average fair value at grant date of options granted during the period was determined using the Black-Scholes valuation model. The following inputs were used:

	2015		2014		2013
Share price in € at grant date (post reverse stock split)		23.84-28.46		17.04-22.31		17.94-20.72
Exercise price in € (post reverse stock split)		21.61-24.95		12.68-18.61		7.65-16.94
Dividend yield		0%		0%		0%
Expected volatility		30%		35%		40%
Risk-free interest rate		0.0%-0.4%		0.2%-0.8%		0.7%-0.8%
Expected life weighted average		5.1 years		5.1 years		5.1 years

The significant inputs into the model were:

• expected volatility is based on a combination of the performance of the Company and, given the relatively short period that the shares of the Company are traded publicly, other companies that are considered to be comparable to the Group;

• the risk-free interest rate based on the yield on zero coupon bonds issued by the European Central Bank for European Union government debt rates with a maturity similar to the expected life of the options;

• dividend yield is considered to be nil;

• expected life is considered to be equal to the average of the share option exercize and vesting periods.

The weighted average fair value at grant date of the performance shares granted during the period was determined using the Monte Carlo valuation model. In addition to the above mentioned inputs a one year holding discount of 5.5% was used as input for the performance shares.

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Change of control clauses

Some awards to key management contain change of control clauses. If after a change of control of the Company (including any of its successors), the employment agreement is terminated or if the participant is offered a function which is a material demotion to his current position, all options, restricted and performance shares will vest and become exercisable immediately. Should the employment agreement, other than as the result of a change of control, be terminated prior to the date that all options have vested and should the participant and the Company not have agreed that he will be providing support or services to the Company in another capacity, the non-vested options will expire with immediate effect.

23 Financial commitments

(Non-)cancellable operating lease commitments

At December 31, the Group has future minimum commitments for (non-)cancellable operating leases with terms in excess of one year as follows:

	2015		2014		2013
	(€’000)
Within 1 year		30,857		31,604		31,793
Between 1 and 5 years		125,243		117,009		122,087
After 5 years		181,059		185,194		218,161
		337,159		333,807		372,041

On September 29, 2015, the Group entered into a contract to lease the properties related to the AMS8 data center. The lease, which covers land and a building, will commence during the second quarter of 2016. The land component will be treated as an operating lease.

As at December 31, 2015, of the non-cancellable operating leases an amount of €1,517,000 (2014: €4,795,000 and 2013: €8,319,000) related to the lease contracts, which were provided for as part of the provision for onerous lease contracts.

Of the total operating leases, as at December 31, 2015, an amount of €70,568,000 (2014: €72,688,000 and 2013: €75,188,000) is cancellable until January 1, 2016.

The total gross operating lease expense for the year 2015 was €27,000,000 (2014: €25,400,000 and 2013: €24,700,000).

Future committed revenues receivable

The Group enters into initial contracts with its customers for periods of at least one year and generally between three and five years resulting in future committed revenues from customers. At December 31 the Group had contracts with customers for future committed revenues receivable as follows:

	2015		2014		2013
	(€’000)
Within 1 year		275,400		253,100		219,300
Between 1 and 5 years		353,600		343,500		301,600
After 5 years		76,700		90,700		101,800
		705,700		687,300		622,700

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Commitments to purchase energy

Where possible, for its own use, the Group seeks to purchase power on fixed-price term agreements with local power supply companies in the cities in which it operates. In some cases the Group also commits to purchase certain minimum volumes of energy at fixed prices. At December 31, the Group had entered into non-cancellable energy purchase commitments as follows:

	2015		2014		2013
	(€’000)
Within 1 year		36,400		28,000		25,900
Between 1 and 5 years		13,700		19,100		32,100
		50,100		47,100		58,000

Other commitments

The Group has entered into several other commitments, which in general relate to operating expenses. As at December 31, 2015 the outstanding commitments amount to €29,470,000 (2014: €22,292,000, 2013: €20,497,000). These commitments are expected to be settled in the following financial year.

24 Capital commitments

At December 31, 2015, the Group had outstanding capital commitments totalling €66,200,000 (2014: €62,800,000 and 2013: €83,800,000). These commitments are expected to be settled in the following financial year. The increase results from the timing of expansion projects.

25 Contingencies

Guarantees

Certain of our subsidiaries have granted guarantees to our lending banks in relation to our borrowings. The Company has granted rent guarantees to landlords of certain of the Group’s property leases. Financial guarantees granted by the Group’s banks in respect of operating leases amount to €5,966,000 (2014: €5,184,000 and 2013 €5,175,000) and other guarantees amounting to €53,000 (2014: €53,000 and 2013: €53,000).

Site restoration costs

As at December 31, 2015, the estimated discounted cost and recognized provision relating to the restoration of data center leasehold premises was €691,000 (2014: €1,271,000 and 2013: €1,177,000), which is part of the non-current liabilities.

In accordance with the Group’s accounting policy site restoration costs have only been provided in the financial statements in respect of premises where the liability is considered probable and the related costs can be estimated reliably. As at December 31, 2015, the Group estimated the possible liability to range from nil to €23,240,000 (2014: nil to €20,607,000 and 2013: nil to €21,100,000).

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Lease contract - AMS8

On September 29, 2015, the Group entered into a contract to lease the properties related to the AMS8 data center. The lease, which covers land and building, will commence during the second quarter of 2016. The land component will be treated as an operating lease, the building as a financial lease and the fair value of the leased assets is estimated to be €26.2 million.

26 Related-party transactions

There are no material transactions with related parties, other than disclosed below, and all transactions are conducted at arm’s length.

Share distribution by Baker Capital

On June 2, 2015, Lamont Finance N.V. and Baker Communications Fund II, L.P. requested that Interxion instruct its Transfer Agent, American Stock Transfer & Trust Company, to remove the restrictive legend on all of the 18,657,592 Interxion shares held by Lamont Finance N.V. and Baker Communications Fund II, L.P.

Baker Capital (“Baker”) made a pro rata distribution-in-kind of these shares immediately to the partners of Baker Communications Fund II (Cayman) L.P. and Baker Communications Fund II L.P., which funds had made their initial acquisition of Interxion shares in 2000. Under the terms of the undertaking executed by Baker in support of the proposed transaction between Interxion and TelecityGroup plc, it was contemplated that Baker would make a full distribution of its shares to its partners upon the closing of the transaction. The distribution was made following the termination of the proposed transaction with TelecityGroup plc and the related undertaking executed by Baker. Following the distribution, Baker owns shares constituting less than 1% of the outstanding ordinary shares of Interxion.

This distribution did not have any effect upon the total number of shares outstanding.

As a result of the 18.6 million share distribution by funds affiliated with Baker, Mr. John Baker (on June 5) and Mr. Rob Manning (on June 7), as representatives of Baker on the Board of Directors (the “Board”), tendered their resignations as members of the Board, effective immediately. Mr. Jean F.H.P. Mandeville was appointed as the new Chairman of the Board replacing Mr. Baker, effective June 8, 2015. Pursuant to our Articles of Association, the Board is comprised of at least one Executive Director and three Non-executive Directors. At most the Board shall be comprised of seven Directors, a majority of which shall be Non-executive Directors. Consequently the current composition of the Board is compliant with the Company’s Articles. The Company may decide to increase the number of Directors in accordance with its Articles.

On June 8, 2015, the Board of Directors of the Company adopted amendments to the Company’s Bylaws to eliminate references to the Shareholders’ Agreement and related provisions.

Key management compensation

The total compensation of key management was as follows:

	2015		2014		2013
	(€’000)
Short-term employee benefits (salaries and bonuses)		3,341		2,445		2,376
Post-employment benefits		43		50		60
Share-based payments		3,381		1,982		1,299
Crisis wage tax		—		—		125
Termination benefits		—		—		53
		6,765		4,477		3,913

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Key management’s share-based payment compensation is disclosed in Note 22.

In 2013, the Dutch Government imposed a crisis wage tax payable by employers over the total compensation including the benefit from options exercised. The crisis wage tax payable over key management compensation including the benefit from options exercised is presented as “Crisis wage tax” in the table above.

France IX loan

Interxion France is a member and co-founder of France-IX. France-IX is an association founded in 2010 with a mission to reinforce Paris as an important location to connect networks in order to exchange data between the users of each network (a so-called peering point) by developing a panel of services, such as public peering (allowing a network to connect to many other networks) and private peering (connecting one network to another network) and by bringing together French and foreign ISPs and Internet services and content providers. In 2011, Interxion France incurred costs which were recharged to France-IX association, receipt of which has been formalized in a loan agreement which was fully repaid in 2015 (outstanding balance per December 31, 2014: €230,000 and 2013: €427,000).

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