Form 6-K InterXion Holding N.V. For: Jun 09

FORWARD-LOOKING STATEMENTS

This annual report 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 centres; 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:

These risks and others described under “Risk Factors” (page 32) are not exhaustive. Other sections of this annual report describe additional factors that could adversely affect our business, financial condition or results of operations. 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.

Growth across our footprint was strong, with recurring revenue growing 10% and Adjusted EBITDA growing 11% over 2013, despite a continued challenging European economy.

We made customer-driven capital investments to open 6 new data centres and completed expansion projects in 8 of the 11 countries in which we operate. We added over 13,400 square metres of equipped space in line with customer demand and the discipline of our approach was highlighted as utilisation increased from around 75% to around 76% as more than 11,300 square metres of revenue generating space was installed by our customers during the year.

With the purchase of the SFR Netcenter in Marseille, we are positioning Interxion at the crossroads of connectivity between Europe, Asia, Africa and the Middle East and allowing our customers easier, cost effective access to these expanding markets.

Overall, 2014 was a year of solid progress and growth. Looking forward, the order-driven momentum that we have created and the attractive opportunity opened up by our Marseille investment, combined with healthy industry fundamentals, leave us optimistic on our future growth prospects.

We expect the strong customer demand to continue in 2015 and we will be investing in further capacity during the course of the year. We have already announced new data centre builds in Frankfurt and Stockholm and three expansions in Amsterdam, Marseille and Vienna.

Subsequent to the year end, on 9th March 2015, we announced that we have entered into a definitive agreement* on an all-share merger with Telecity Group plc. We believe that the combination of the two businesses is strategically compelling. Demand for data centre services is evolving rapidly and the additional geographic scope and financial scale of the combined business will provide customers with even more robust connectivity choices and cloud platforms, and will be better positioned to service the needs of global data centre customers.

Finally, I would like to thank all our employees for their dedication, commitment and contribution to Interxion’s continuing success.

David Ruberg, Chief Executive Officer

28 April 2015

* Completion of the transaction will be subject to, amongst other things, all relevant regulatory and anti-trust approvals

We are located in the markets where demand for data centre services is the greatest. Our footprint provides access to over 77% of European GDP, and our data centres are home to more than 500 carriers and ISPs, as well as 20 European Internet exchanges

WHAT MAKES US DIFFERENT?

We are a provider that delivers value to customers by offering reliability and security beyond industry standards, and by creating communities of interest. Our data centres are close to city centres, which gives our customers direct access to Europe’s leading businesses and helps them provide rapid response times to their end customers.

Organisations that colocate with us can take advantage of the security, uptime and scalability we offer without relinquishing control of their ICT infrastructure. They can cut both capital and operational costs while improving application performance, achieving increased business flexibility, and realising the value of community membership.

CLOUD AND CARRIER-NEUTRALITY

A neutral data centre provider like Interxion is independent of the organisations that colocate in its facilities: it doesn’t compete with any of them. All colocating organisations are free to contract directly with the cloud platforms and the connectivity, infrastructure, managed services and other providers of their choice.

Our neutrality helps to attract a wide range of providers into our facilities, all of whom compete to offer the best performance, service and price. Our data centres effectively constitute a marketplace within a highly connected environment, helping customers gain the flexibility, performance and cost efficiencies they need.

Customers can interconnect quickly and easily with low-latency Cross Connects that not only improve the speed and flexibility of doing business, but also reduce the costs.

CREATING COMMUNITIES OF INTEREST

We develop strong communities of interest within our data centres to bring together companies operating in the same sector. Organisations find a ready-formed community of potential customers, providers and partners, and can benefit from fast, low-cost interconnectivity and rapidly establish profitable business relationships.

UNEQUALLED SUPPORT AND EXPERTISE

Our support teams in all the European countries where we operate speak our customers’ languages and understand the local market and regulations. Our on-site, highly skilled engineering teams help to ensure the smooth running and availability of our customers’ ICT infrastructures.

Our European Customer Service Centre (ECSC) is made up of experienced professionals who are available 24/7 to provide multi-lingual support via a single phone number. Customers can also use our secure portal for self-service access to real-time information.

For our larger pan-European customers, our international accounts team provides streamlined support, along with a single point of contact and a master services agreement spanning all their locations.

INNOVATION AND TECHNICAL EXCELLENCE

For well over a decade we have been at the forefront of data centre design and management, and we continue to focus strongly on innovation and efficiency improvements. Whether it’s evaluating the latest energy-efficiency techniques, options for green power, or new design practices, Interxion leads the way.

Our dedicated Digital, Technology and Engineering Group (DTEG) pioneered many of today’s key data centre design approaches, such as modular design and build, designing for power usage effectiveness (PUE), cold aisle containment and other energy efficient design innovations.

Because we have grown by organic expansion, the data centres that we have built are designed, operated and maintained in a consistent way, which contributes to high levels of technical excellence, reliability and performance.

OUR COMMITMENT TO SUSTAINABILITY

We are committed to environmental responsibility. We deliver efficient, cost-effective services by minimising waste and energy use, without compromising reliability and performance. Our modular data centre design – which lets us build large systems from smaller subsystems – optimises our use of space, power and cooling and helps us continue to improve PUE.

In 2014 we reaffirmed our commitment to sustainability with the formation of our Energy Strategy Group which works across Interxion countries to develop, implement and govern the energy strategy of the company.

This year we reached a milestone with more than 90% of power coming from sustainable sources. We implement free cooling wherever we can and recycle waste heat for other purposes.

Our Paris operations have led the way, receiving ISO 50001 certification for energy efficiency through the development of an energy management system.

As part of our sustainability commitment we contribute to recognised industry bodies. For example, we sit on the Technical Committee and the Advisory Council of The Green Grid (the leading energy efficiency and sustainability association for the data centre industry), and contribute to the EC Joint Research Centre on sustainability.

Continuing to deliver best-in-class service

We are focused on maximising customer satisfaction. Our European Customer Service Centre (ECSC) operates round the clock and gives our customers a single number to call for help at any time of the day or night.

As part of our ongoing drive to deliver outstanding customer service, we introduced Cloud Connect, allowing for easy implementation of hybrid IT environments in the data centre. Currently in operation in the UK, this will be rolled out to more countries in 2015.

Building new capacity in line with demand

We continue to invest in data centre capacity in the context of our disciplined investment approach and prudent financial policy. Our expansion plans are based on analysis of selling patterns, pipeline and trends in existing demand, and on working with our customers to understand their future capacity requirements.

Our expansions are fully funded and take place in phases to reduce risk and improve our return on capital.

Targeting new customers

We target new customers in segments where colocation delivers the highest value, including cloud and managed services, connectivity, digital media and financial services. Winning new customers in these markets lets us create and expand communities of interest within our data centres.

We expect the benefits of our communities of interest to continue to attract new prospects, lowering our customer acquisition costs and reducing churn.

Making it easier to do business with us

We expanded our international accounts focus so that our customers in multiple countries can share a single point of contact. This coupled with our product standardisation programme, means that customers can order the same product in any country to allow for scalability and agile growth.

We continue to develop tools to make our interaction with customers easier, including our Customer Portal that provides real-time access to information. And we invest in our service delivery and assurance teams to be responsive to customers’ needs locally, in their own language.

NEW CUSTOMERS

The premise of our market strategy is that current and future demand for data centre services is largely shaped by enterprise cloud adoption and cloud provider deployment strategies.

Our strategy is designed to enable and benefit from the evolution of Cloud, and has been validated through our ability to attract the leading global cloud infrastructure providers to our data centres. These leading cloud service providers recognize the value of the existing communities of interests we have established and their presence will further enhance our ability to expand our communities as the migration to Cloud continues to evolve.

Our performance throughout 2014 reinforces our belief that neutral colocation data centres have a central role to play in addressing the Cloud opportunity and in meeting the long term needs of our customers.

CAPTURING THE FIRST WAVE OF CLOUD DEPLOYMENTS

The first phase of Cloud adoption has been underway for a few years and consists of enterprises embracing SaaS (Software-as-a-Service) and IaaS (Infrastructure-as-a-Service) for standalone applications.

SaaS is the most mature model, as enterprises are shifting from software licenses to a pay-per-use model to reduce their capital investments. The adoption of IaaS is also growing rapidly and is primarily driven by the small and medium business segment and specific workloads within enterprises - such as test and development.

This first wave of adoption is fueling the rapid growth of service build-outs by Cloud Providers, with colocation data centres playing a critical role in their deployment strategies, especially as US-based providers establish their presence in Europe to reach the local markets.

In 2014, Interxion expanded its relationship with all the main SaaS and IaaS vendors, leading to the fast growth of this segment, which now represents 26% of our revenue. Several Cloud Providers that are present in our data centres have raised their forecasts for capacity requirements, and are planning further expansions into current and new cities.

PREPARING FOR HYBRID CLOUD ADOPTION

The second phase of Cloud adoption is starting with the emergence of Hybrid Cloud solutions in the United States, which we expect to spill over into Europe in the coming years.

We are supporting our customers and partners with the development of their new applications that are being deployed in a hybrid environment of public and private clouds to get the best of both worlds: optimal response time and full control, combined with the ability to flex the usage of resources up and down.

One of the key drivers for this phase is PaaS (Platform-as-a-Service), which is becoming a strategic priority for Cloud Providers, developers and system integrators. Cloud Providers are making significant investments in PaaS to create Cloud communities on their platforms, while developers and system integrators are embracing this new model for Cloud native applications.

This phase is very important for the colocation industry, because it provides a strong indication that enterprises are starting to restructure their applications with a Hybrid Cloud model in mind, which makes them ideal candidates to be colocated with Cloud Providers in a carrier neutral data centre.

ANTICIPATING THE FUTURE EVOLUTION OF CLOUD

The third phase of Cloud adoption is further out in the future, but some of our customers are already starting to consider the redesign of their business processes to take full advantage of the flexibility that Hybrid Cloud provides from an architectural standpoint. This is the phase when all the legacy processes will be rethought and applications will be fully converted to the new model, which presents a huge opportunity for the colocation industry.

Our strategic focus is to enable Colocated Hybrid Cloud solutions that address current demand and prepare us for these future developments. A hybrid environment requires fast, secure data flow between the different platforms to enable migration of workloads from one platform to another when necessary. Enterprises that are colocated in Interxion’s data centres will be able to connect to the communities of interest that we support and will find it easier to rewrite business processes and applications to meet future requirements, potentially leapfrogging their competition.

INCOME STATEMENT HIGHLIGHTS

REVENUE

Interxion benefits from a business model that has a high proportion of recurring revenue. Total revenue during the year was €340.6 million, of which €319.2 million, or 94%, was recurring. This compares with €307.1 million in revenue for 2013, of which €291.3 million, or 95%, was recurring. The increased percentage of non-recurring revenue was driven by an expected significant increase in customer installations in the latter part of 2014, in particular in the Netherlands, France and Austria. In the Big 4 countries – France, Germany, the Netherlands and the UK – €200.6 million or 94% of total revenue of €214.2 million was recurring which compares with €182.2 million (95%) of €192.5 million total revenue in 2013. Recurring revenue in the Big 4 segment grew 9% organically on a constant-currency basis.

*For reconciliation see page 22

€118.6 million or 94% of €126.4 million total revenue in the Rest of Europe countries was recurring. This compares with €109.1 million (95%) of €114.7 million total revenue in 2013. Recurring revenue in the Rest of Europe segment grew 9% organically on a constant-currency basis.

Germany and the Netherlands revenue growth was particularly strong in 2014 with Austria, Ireland and Sweden also performing very well within the Rest of Europe.

COST OF SALES

Cost of sales increased by 12% in 2014, to €139.1 million (2013: €124.1 million). Interxion’s business model not only results in a high percentage of recurring revenue, but also delivers significant operating benefits: once data centres are in operation, a number of costs are relatively fixed contributing to operating leverage. Conversely, newly opened data centres generate comparatively higher non-recurring installation revenues at a relatively higher cost of sales combined with nearly full operating costs at lower utilisation levels. This “expansion drag” was evident in 2014: most of the new openings occurred in the latter part of the year and this, in turn, led to a slight decrease, to 59.2% (2013: 59.6%), in gross profit margin. The underlying inherent operating leverage of the business model remains intact.

SALES AND MARKETING COSTS

Sales and marketing costs increased by 8%, to €24.6 million (2013: €22.8 million), but were maintained at 7% of revenue. The increase was primarily a result of higher sales commissions that resulted from increased bookings. Our marketing department continued to invest resources in understanding our customers’ needs and how best to meet them. The department continues to develop the expertise within our organisation to support our strategy of developing customer communities of interest around magnetic customers.

These communities of interest will, we believe, result in a high-quality customer base that benefits and grows from the businesses that our magnetic customers attract to our data centres leading to better customer satisfaction, lower churn and attractive investment returns.

GENERAL AND ADMINISTRATIVE COSTS

General and administrative costs increased by 10% in 2014, to €98.9 million (2013: €90.1 million), and were maintained at 29% of revenue. The higher costs were primarily the result of a €4.5 million increase, to €62.2 million (2013: €57.7 million), in depreciation and amortisation and a €2.4 million increase in share-based payments. The higher depreciation and amortisation costs were consistent with the Company’s year-on-year increase of equipped data centre space

and were partially offset by the full-year cost benefit arising from the adjustment in the estimated useful lives of certain assets that had been accomplished in October 2013.

General and administrative costs, excluding depreciation, amortisation, impairments, share-based payments, M&A transaction costs and increase/(decrease) in provision for onerous lease contracts, increased by 8% to €30.6 million compared with 2013 – an indication of the Company’s continued tight cost control.

ADJUSTED EBITDA

Adjusted EBITDA increased 11% during the year to €146.4 million (2013: €131.8 million). Adjusted EBITDA margin expanded by five basis points, to 43.0% (2013: 42.9%). Adjusted EBITDA in the Big 4 countries – France, Germany, the Netherlands and the UK – totalled €113.4 million (2013: €104.4 million), a 52.9% margin (2013: 54.2%).

The decrease in Big 4 Adjusted EBITDA margin was the result of expansion drag and relatively higher sales commissions in 2014, partially offset by a positive Adjusted EBITDA performance in France. Adjusted EBITDA in the Rest of Europe totalled €67.3 million (2013: € 59.1 million), a 53.2% margin (2013: 51.5%). Growth in Adjusted EBITDA and Adjusted EBITDA margin was particularly strong in Belgium, Ireland, Sweden and Switzerland.

The operating leverage in the Company’s business model and cost control is manifested in its Adjusted EBITDA results, which grew faster than recurring revenue and resulted in stable to expanding margins. Over the period, 2012–2014, Interxion’s recurring revenue increased by 23%, while Adjusted EBITDA grew by 27%.

During this period, Adjusted EBITDA margins expanded by 150 basis points, from 41.5% in 2012 to 43.0% in 2014 (2013: 42.9%). The drivers behind this performance can be understood by looking at the trends in the nature of the operating costs.

The costs of data centre installation and energy have shown a direct correlation with the growth of revenue, whereas property and other general and administrative costs generally grow at a slower pace. In 2014, the Company employed an average of 478 full-time equivalent employees, compared to 425 in 2013. We expect this number to increase moderately in 2015, in line with new data centre capacity becoming available and with customer requirements.

OPERATING PROFIT

Operating profit increased by 11% to €78.4 million in 2014 (2013: €70.4 million), primarily as a result of the increased scale of the business.

NET FINANCE EXPENSE

Net finance expense for the year decreased to €27.9 million (2013: €57.5 million), primarily as a result of a €31.0 million one-off cost associated with the refinancing in 2013. Normalised net finance expense increased by 5%, principally because of the increase in total debt financing in 2014.

INCOME TAX EXPENSE

Income tax expense in 2014 was €15.4 million (2013: €6.1 million), an increase of 154%. Our effective tax rate decreased from 47% in 2013 to 31% in 2014. The underlying 2013 effective tax rate was approximately 30% after adjusting for the impact of the €31.0 million one-off refinancing costs and the €0.6 million deferred tax asset adjustment. The underlying year-on-year increase in the effective tax rate for 2014 was caused by the increase of non-deductible share-based payments.

NET PROFIT

Net profit, which increased to €35.1 million (2013: €6.8 million), was also affected by the one-off refinancing costs. Net profit margin increased to 10.3% in 2014 (2013: 2.2%). Net profit, adjusted for refinancing charges, transaction expenses, capitalised interest and other items, increased by 10% to €32.5 million. Adjusted net profit margin decreased by 11 bps to 10%.

EARNINGS PER SHARE

Diluted earnings per share (EPS) were €0.50 per share in 2014 (2013: €0.10). The increase was principally a result of the one-off €31.0 million refinancing cost in 2013. Adjusted net profit for the year increased by 9% on an earnings-per-share basis.

NET PROFIT HIGHLIGHTS

BALANCE SHEET HIGHLIGHTS

BALANCE SHEET

Interxion’s balance sheet at financial year-end 2014 was strong and well capitalised, with growing assets, declining costs of capital, and increasing shareholders’ equity.

During 2014, we invested €198.7 million for discretionary expansion and upgrade projects, including €8.5 million relating to the transaction with Société Française du Radiotéléphone, SFR SA (“SFR”), to purchase a data centre campus in Marseille, France. The acquisition was completed in the summer of 2014. Including Marseille, we opened six new data centres and expanded two others; we increased equipped space by 13,400 square metres. Net of depreciation, this resulted in a €196.4 million increase in property, plant and equipment. At 31 December 2014, the total book value of the Company’s property, plant and equipment was €895.2 million.

Intangible assets, which primarily represent power grid rights and software development expenditure, increased on a net basis by €1.1 million to end the year at €19.0 million.

The Company’s deferred tax assets represent the temporary timing differences between the carrying amounts of assets for financial reporting purposes and the amounts for taxation purposes, and result primarily from tax loss carry-forwards. At 31 December 2014, the balance of these deferred tax assets was €30.1 million. Cash and cash equivalents increased to €99.9 million at year-end 2014 (at year-end 2013: €45.7 million), primarily as a result of financing activities and cash generated from operations, offset by capital expenditures.

Trade and other current assets increased by 27%, to €122.4 million. The Company’s contracts typically require that, with the exception of metered power usage which is invoiced in arrears, monthly recurring fees are invoiced quarterly in advance. Total trade payables and other liabilities increased 11% to €158.7 million (2013: €143.6 million). Of this, 92%, or €146.5 million (2013 €132.1 million), were current liabilities. Other liabilities included deferred revenue, customer deposits, tax and social security liabilities, and accrued expenses.

Borrowings at year-end 2014 increased to €561.6 million (2013: €364.0 million), primarily as a result of the additional €150 million Senior Secured Notes and the new finance leases for the AMS7 and VIE data centres, which were previously reported as operating leases.

To fund expansion, by Q1 2014, the Company had drawn €30.0 million under the €100.0 million revolving facility. This was repaid in Q2 with the proceeds from the bond tap. The €100 million revolving facility was undrawn, providing a healthy liquidity cushion, as of 31 December 2014.

Interxion continued to be in full compliance with its debt covenants. Our net debt leverage ratio stood at 3.22 compared with a covenant of less than 4.00.

Other than the Vienna financial lease liability, which was settled in the first quarter of 2015, the Company had no significant near-term debt maturities: 94% of its debt matures in 2019 or beyond. The €475 million 6.00% Senior Secured Notes mature in July 2020.

Shareholders’ equity increased by €48.2 million in 2014 to €436.1 million, primarily as a result of retained net profit in 2014 and foreign currency translation differences, leading to a total comprehensive income of €38.4 million, and €9.8 million relating to new shares issued in respect of share options exercised.

CASH FLOW HIGHLIGHTS

CASH FLOW

During 2014, cash generated from operations was 32% higher, at €135.4 million (2013: €102.7 million), principally as a result of a higher operating profit and a decrease in working capital. Movements in trade and other current liabilities, including an increase in deferred income and accrued expenses, primarily drove the decrease in working capital.

Reported cash interest paid in 2014 was €25.2 million (2013: €22.7 million). In accordance with IFRS, Interxion is required to capitalise interest costs during construction.

The related cash interest paid reported in “purchase of property, plant and equipment” in 2014 was €2.5 million (2013: €3.7 million).

Cash income taxes decreased by 20%, to €6.3 million (2013: €7.9 million). As a result, net cash flow from operating activities increased by 44%, to €104.4 million (2013: €72.6 million). Capital expenditure for 2014, which included the purchase of property, plant and equipment, plus the purchase of intangible assets, totalled €216.3 million. These investments were financed through the cash generated from operations and incremental financing; €198.7 million of this expenditure was invested in expansion and upgrade projects to fuel future growth.

Net cash flow from financing activities was €167.6 million (2013: €47.9 million). In April, net proceeds from the €150 million bond tap at a premium of 106.75 amounted to €157.9 million. In addition, we acquired additional capital at attractive rates by securing a mortgage on our BRU1 data centre with net proceeds amounting to €9.2 million. As a result, the blended net effective interest rate improved to approximately 6.1%.

Scheduled repayments for our mortgages totalled €2.0 million in 2014. The Company also received €3.3 million from the exercise of stock options. While the Company does not currently hedge its foreign exchange exposure, exchange rates had a small positive impact on cash balances in 2014, compared with a small negative impact in 2013. During 2014, the Company’s cash and cash equivalents increased by €54.2 million, from €45.7 million at the beginning of the year to €99.9 million at the year-end.

EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

On 9 March 2015, Interxion announced the signing of a definitive agreement on an all-share merger with London-based Telecity Group plc. At publication date, the companies are working towards closing the merger transaction which is expected to complete sometime in the second half of 2015. The merger announcement does not affect the 2014 financial statements of Interxion.

STRUCTURE

Interxion Holding N.V. (the “Company”) is a public limited liability company incorporated under the laws of the Netherlands and is the direct or indirect parent company of all companies forming the Interxion group of companies (the “Group”). Our corporate seat is in Amsterdam, the Netherlands. Our principal office is at Tupolevlaan 24, 1119 NX, Schiphol-Rijk, the Netherlands. The Company was incorporated on 6 April 1998 as European Telecom Exchange B.V. and was renamed Interxion Holding B.V. on 12 June 1998. On 11 January 2000, the Company was converted into a Naamloze Vennootschap. Since 28 January 2011 the Company’s shares have been listed on the New York Stock Exchange (“NYSE”).

The Company has one class of shares of which 69,317,029 had been issued and paid-up as of 31 December 2014. Of these shares 20,375,252 were issued by the Company in 2011 as part of its initial public offering.

BOARD OF DIRECTORS

BOARD POWERS AND FUNCTION

The Company has a one-tier management structure with one board of directors, currently consisting of one Executive Director and six Non-executive Directors. 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 our shareholders and other stakeholders. Our Board has the final responsibility for the management, direction and performance of us and our Group. Our Executive Director is responsible for the day-to-day management of the Company. Our Non-executive Directors supervise the Executive Director and our general affairs, and provide general advice to the Executive Director.

Our Chief Executive Officer (“CEO”), the Executive Director, 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. The Board remains ultimately responsible

for the fulfilment of its duties. Moreover, its members remain accountable for the actions and decision of the Board and have ultimate responsibility for the Company’s management and the external reporting. The Board’s members are accountable to the shareholders of the Company at its Annual General Meeting.

BOARD MEETINGS AND DECISIONS

All resolutions of our Board are adopted by a simple 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 authorise 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. During 2014 our Board met sixteen times. 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 the 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 of our Senior Management and is appointed by our Board.

COMPOSITION OF THE BOARD

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 seven members. The number of Executive Directors and Non-executive Directors is determined by our General Meeting, with the proviso 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 are appointed by our General Meeting, 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 a member of our Board, into three classes, as nearly equal in number as reasonably possible.

Our Directors are appointed for a period of three years. The initial class I Directors served for a term that expired at the Annual General Meeting held in 2011; the initial class II Directors served for a term that expired at the Annual General Meeting held in 2012; and the initial class III Directors are serving for a term expiring at the Annual General Meeting held in 2013. At each Annual General Meeting, 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 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 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. Upon completion of the initial public offering in January 2011, the Company entered into a shareholders’ agreement with affiliates of Baker Capital. For so long as Baker Capital or its affiliates continue to be the owner of shares representing more than 25% of our outstanding shares, Baker Capital will have the right to designate for nomination a majority of the members of our Board of Directors, including the right to nominate the Chairman of our Board of Directors. As a result, these shareholders have, and will continue to have, directly or indirectly, the power, among other things, to affect our legal and capital structure and our day-to-day operations, as well as the ability to elect and change our management and to approve other changes to our operation. The interests of Baker Capital and its affiliates could conflict with the other shareholders’ interests, particularly if we encounter financial difficulties or are unable to pay our debts when due. Affiliates of Baker Capital also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, although such transactions might involve risks to the holders of shares. In addition, Baker Capital or its affiliates may, in the future, own businesses that directly compete with the Company’s business or

do business with us. The concentration of ownership may further have the effect of delaying, preventing or deterring a change of control of our Company, could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company, and might ultimately affect the market price of our shares.

The majority of our Directors are independent as required by the NYSE Manual. Of our Non-executive Directors, Mr. Baker and Mr. Manning are considered to be non-independent as they are both general partners of Baker Capital affiliates. Our other Non- executive Directors are all independent.

Directors may be suspended or dismissed at any time by our General Meeting. A resolution to suspend or dismiss 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.

On 1 January 2013 the Act on Management and Supervision became effective. This Act considers that a board is well balanced if it consists of at least 30% women and 30% men. “Large” companies must take this into account:

A company is considered “large” if, on two consecutive balance sheet dates, at least two of the following three criteria are met:

The Company is committed to making an effort to increase the number of women on our Board of Directors, which it will primarily do by focusing on female candidates for Director positions. The main focus of the Company will continue to be on ensuring that those persons best qualified for a position on our Board of Directors are nominated, irrespective of their gender.

David Ruberg, President, Chief Executive Officer,

Vice-Chairman and Executive Director

David Ruberg joined us as President and Chief Executive officer in November 2007 and became Vice-Chairman of our Board of Directors when it became a one-tier board in 2011.

David served as Chairman of our Supervisory Board from 2002 to 2007 and on the Management Board from 2007 until the conversion into a one-tier board. From January 2002 until October 2007 he was affiliated with Baker Capital, a private equity firm. 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. David holds a Bachelor’s degree from Middlebury College and a Master’s in Computer and Communication Sciences from the University of Michigan.

John C. Baker, Chairman and Non-executive Director

John Baker is the Chairman of our Board of Directors. Before the Company moved to a one-tier board in January 2011, John served as Chairman of our Supervisory Board, which he joined in 2007. He founded Baker Capital in 1995. John is a member of the board of Wine.com and university of Cincinnati IAC.. He is a graduate of Harvard College and Harvard Business School.

Frank Esser, Non-executive Director

Mr. Esser serves on our board of directors, to which he was appointed in June 2014. From 2000 onwards he has held various positions with the French telecom operator SFR, where, from 2002 to 2012, he was President and CEO and from 2006 to 2009 he was a member of the Vivendi Management board. Prior to that he was a Senior Vice President of Mannesmann International Operations until 2000. Frank serves on the board of AVG N.V., Rentabiliweb 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. Mark 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, Non-executive Director

Jean F.H.P. Mandeville joined our Board in January 2011. Mr Mandeville is a co-founder and general partner of private equity firm Astra Capital Management LCC. From October 2008 to December 2010, Jean served as Chief Financial Officer and board member of MACH S.à.r.l. He was an Executive Vice-President and the Chief Financial Officer of Global Crossing Holdings ltd/Global Crossing ltd from February 2005 to September 2008, 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. Jean was with British Telecom from 1992 to June 2002, where he served in various capacities covering all sectors of the telecommunications market (including wired, wireless and multimedia) in Europe, Asia and the Americas. He was 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. He was a Senior Consultant with Coopers & Lybrand, Belgium, from 1989 to 1992. He graduated from the University Saint-Ignatius Antwerp with a Master’s in Applied Economics in 1982 and a Special Degree in Sea Law in 1985.

Robert M. Manning, Non-executive Director

Before the conversion into a one-tier board in January 2011, Robert was a member of our Supervisory Board, which he joined in 2002.

Robert is a general partner with Baker Capital. He was CFO of Intermedia Communications, Inc., a NASDAQ-listed broadband communications services provider, from 1996 to 2001 and a Director of its majority-owned subsidiary Digex, Inc., a NASDAQ-listed managed web-hosting company, from 1998 to 2001. Prior to Intermedia, Robert was a founding executive of DMX, Inc. — the first satellite- and cable-delivered digital radio network — from 1990 to 1996. Before that, he worked as an investment banker to the cable television and communications industries. He serves on the boards of Wine.com (Chairman) and Core Value Software (Chairman). He is a graduate of Williams College.

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

The current members of the Board have been selected with a view to securing the relevant expertise and cultural background that the Company requires in its current state of development. The performance and composition of the Board will be reviewed annually.

DIRECTORS’ INSURANCE AND INDEMNIFICATION

In order to attract and retain qualified and talented persons to serve as members of our Board or of our Senior Management, we currently provide such persons with protection through a directors’ and officers’ insurance policy, and expect to continue to do so. 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), wilful 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. Each committee evaluates its performance annually to determine whether it is functioning effectively.

AUDIT COMMITTEE

Our audit committee consists of three independent Directors, Rob Ruijter, Frank Esser and Mark Heraghty. Until June 2014 Cees van Luijk served as the chair of the audit committee. Jean Mandeville served as the chair until December 2014 and from that date onwards Rob Ruijter serves as the chair of the audit committee. The audit committee is independent as defined under and required by rule 10A-3 under the US Securities Exchange Act of 1934, as amended (“rule 10A-3”) and the NYSE Manual. The audit committee is responsible for the appointment (subject to Board and shareholders’ approval) of independent registered public accounting firm KPMG Accountants N.V. as our statutory auditors, for its compensation and retention, and for oversight of its work. In addition, approval of the audit committee is required prior to our entering into any related-party transaction. It is also responsible for “whistleblowing” procedures, certain other compliance matters, and the evaluation of the Company’s policies with respect to risk assessment and risk management. The audit committee met five times during 2014. Most of its time was dedicated to reviewing, with management and with the independent auditor, the unaudited quarterly interim reports and the audited annual Dutch statutory financial statements as well as the 20-F. This included reviewing the effectiveness of the internal controls and 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), and overseeing the Company’s compliance with its legal and regulatory requirements.

COMPENSATION COMMITTEE

Our compensation committee consists of two independent Directors, Frank Esser and Mark Heraghty, and one non-independent Director, John Baker. Until June 2014 David Lister served as the chair and from that date onwards John Baker serves as chair 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 shares and 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. The compensation committee met four times during 2014, with a focus on approving the 2013 senior management bonus payout, reviewing the long-term compensation philosophy of the Company, and reviewing and approving the Company’s share and option grants and senior management’s 2014 cash incentive scheme.

NOMINATING COMMITTEE

Our nominating committee consists of two independent Directors, Frank Esser and Mark Heraghty, and one non-independent Director, John C. Baker, who serves as the chair 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. The nominating committee met four times during 2014. The main focus of this meeting was to discuss the nomination of Non-executive Directors.

GENERAL MEETINGS OF SHAREHOLDERS AND VOTING RIGHTS

Our Annual General Meeting must be held within six months of the end of the previous financial year. It must be held in the Netherlands in Amsterdam, Haarlemmermeer (Schiphol Airport) or Hoofddorp. Our financial year coincides with the calendar year. The notice convening the Annual General Meeting, together with the agenda for the meeting, shall be sent to the addresses of the shareholders shown in the register of shareholders. An extraordinary general meeting may be convened whenever our Board or CEO deems it necessary.

In addition, shareholders and/or persons having the rights conferred by the laws of the Netherlands upon holders of depositary receipts issued with a company’s cooperation for shares in its capital representing in the aggregate at least one-tenth of the Company’s issued capital, may request the Board to convene a General Meeting, stating specifically the business to be discussed. If the Board has not given proper notice of a General Meeting within the four weeks following receipt of the request, the applicants shall be authorised to convene a meeting themselves. Each of the shares confers the right to cast one vote. each shareholder entitled to participate in a General Meeting, 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 or her, to exercise his or her voting rights in accordance with our Articles. The voting rights attached to any shares, or shares for which depositary receipts have been issued, are suspended as long as they are held in treasury.

At the Annual General Meeting the following items are discussed and/or approved as a minimum:

The Board of Directors requires the approval of the General Meeting for resolutions of the Board that entail a significant change in the identity or character of the Company or the business connected with it, which significant changes in any case include:

Shareholders holding at least 3% of our issued share capital may submit agenda proposals for the General Meeting. Provided we receive such proposals no later than 60 days before the date of the General Meeting, and provided that such a proposal does not, according to our Board, conflict with our vital interests, we will have the proposals included in the notice.

Pursuant to the provisions in our Articles of Association, the General Meeting may only upon a proposal of the Board resolve to amend the Company’s Articles of Association, change the Company’s corporate form, enter into a Dutch statutory (de) merger or dissolve and liquidate the Company. Moreover these decisions require a resolution passed with a two-thirds majority of the votes cast representing at least one-half of the Company’s issued share capital.

ANTI-TAKEOVER MEASURES

The Company has no anti-takeover measures in place. Although we do not envisage adopting any specific anti-takeover measures, the Board of Directors, pursuant to the Articles of Association as adopted by the General Meeting on 26 January 2011 and as amended on 20 January 2012, has been designated for a period of five years, which terminates on 28 January 2016, to issue shares and grant rights to subscribe for shares up to the amount of our authorised share capital.

ISSUANCE OF SHARES

The General Meeting is authorised to decide on the issue of new shares or to designate another body of the Company to issue shares for a fixed period of a maximum of five years. On such designation, the number of shares which may be issued must be specified. The designation may be extended for a period not exceeding five years. A resolution of the General Meeting to issue shares or to designate another body of the Company as the competent body to issue shares can only be adopted at the proposal of the Board. The General Meeting has designated the Board as the body of the Company authorised to issue shares with the power to limit or exclude the rights of pre-emption relating thereto for a period that will end on 28 January 2016.

ACQUISITION BY THE COMPANY OF SHARES IN ITS ISSUED CAPITAL

The Company may acquire shares in its issued capital only if all of the following requirements are met:

COMPENSATION

PROCESS

In compliance with Dutch law, the General Meeting has adopted a directors’ remuneration policy for the Board of Directors. The remuneration of Executive Directors shall be determined by the Board within the framework of this remuneration policy, which determination will be on the basis of recommendations made by the Board’s Compensation Committee. The remuneration of our Non-executive Directors shall be determined by the General Meeting based on a proposal of the Board.

POLICY GOAL

The goal of the Company’s remuneration policy is to provide remuneration to its Directors in a form that will attract, retain and motivate qualified industry professionals in an international labour market, and to align the remuneration of the Directors with the short- and long-term elements of the tasks of the Directors as well as with interests of the stakeholders of the Company. The compensation of our Directors will be reviewed regularly. Our Executive Director has a management agreement that terminates on 30 June 2016.

COMPENSATION

The annual fixed cash compensation of our Executive Director for the year ended 31 December 2014, was €590,000 and consisted of an annual base salary of €550,000 and allowances of €40,000. Our Executive Director is also eligible for an annual cash incentive, which is set at an on-target cash incentive percentage of 100% of his annual base salary. In 2014, he earned approximately €613,000 for achievements during 2014. In 2014, performance shares were granted to the Executive Director (reference is made to note 21). Upon termination, the Executive Director is entitled to a contractually agreed compensation equal to 12 months’ base salary.

The annual cash compensation of our Non-executive Directors for the year ended 31 December 2014 was €40,000. Each Non-executive Director who was a member of the Company’s audit committee in addition received €20,000 gross per annum, and the chairman of the Company’s audit committee received a further €10,000 gross per annum. Each Non-executive Director who was a member of the Company’s compensation committee in addition received €5,000 gross per annum, and the chairman of the Company’s compensation committee received a further €5,000 gross per annum. No other cash incentives are paid to our Non-executive Directors. An overview of the annual compensation of our Non-executive Directors is disclosed in note 34.

In addition to the cash compensation paid for the services delivered in fiscal year 2014, each of our Non-executive Directors was awarded restricted shares equivalent to a value of €40,000 for the services to be delivered in the AGM year 2014–2015 (the period from June 2014 until the next year’s Annual General Meeting of Shareholders currently anticipated to be held in June 2015). The number of restricted shares was set on the basis of the Company’s share value ($27.38) at the closing of the New York Stock Exchange on the day of the 2014 Annual General Meeting of Shareholders. For each Non-executive Director all of these restricted shares (1,996 restricted shares each) vest on the day of the next Annual General Meeting of Shareholders. All of these restricted shares will be locked up for a period ending three years (with the exception of a cash settlement to cover taxes) after the date of award (the date of the 2014 AGM) or the date the Non-executive Director ceases to be a director of the Company, whichever is sooner.

For the services delivered in the AGM year 2013–2014 (the period from the AGM held in June 2013 until the next year’s Annual General Meeting of Shareholders held in June 2014), each of our Non-executive Directors was also awarded restricted shares (2,047 restricted shares each) equivalent to a value of €40,000. The number of restricted shares was set on the basis of the Company’s share value at the closing of the New York Stock Exchange on the day of the 2013 Annual General Meeting of Shareholders. All of these restricted shares vested at the General Meeting of Shareholders held at 30 June 2014 and will be locked up for a period ending three years with the exception of a cash settlement to cover taxes due) after the date of award (the date of the 2013 AGM) or the date the Non-executive Director ceases to be a director of the Company, whichever is sooner.

For the services delivered in the AGM year 2012–2013 (the period from June 2012 until the next year’s Annual General Meeting of Shareholders held in June 2013), our Non-executive Directors Mr. John Baker, Mr. Rob Manning and Mr. Cees van Luijk (until June 2014) were awarded 5,000 options each, with an exercise price of $18.01. These options vested at the General Meeting held at 26 June 2013.

The Company does not contribute to any pension scheme for its Directors. None of the Non-executive Directors is entitled to any contractually agreed benefit upon termination.

SHARES BENEFICIALLY OWNED

In the table below, beneficial ownership includes any shares over which a person exercises sole voting and/or investment power. Shares subject to options and/or restricted shares exercisable, as at 31 December 2014, are deemed outstanding and have therefore been included in the number of shares beneficially owned. The shared voting and/or investment power, which Mr. Baker and Mr. Manning have through Baker Capital, representing 18,657,892 shares, is not included.

RISK MANAGEMENT

RISK MANAGEMENT AND THE INTERNAL CONTROL STRUCTURE

The aim of our risk management and internal control structure is to find the right balance between an effective, professional enterprise and the risk profile that we are aiming for as a business. Our risk management and internal controls, based on the Committee of Sponsoring organizations (COSO) of the Treadway Commission Enterprise Risk Management Framework (2013), make a significant contribution to the prompt identification and adequate management of strategic and market risks. They also support us in achieving our operational and financial targets and in complying with the applicable laws and regulations. The risk management and internal control structure have been designed to meet the Sarbanes Oxley 404 requirements.

RISK MANAGEMENT APPROACH

The Board has the ultimate responsibility for the risk management and internal control structure. Local subsidiary management teams are responsible for implementing the strategy, achieving results, identifying underlying opportunities and risks, and ensuring effective operations. They have to act in accordance with the policy and standards set by the Board, in which they are supported by corporate departments. Compliance to standards and policies is discussed regularly between subsidiary management and representatives of the Board, and is subject to review by corporate departments.

INTERNAL AUDIT FUNCTION

In 2014, a formal internal audit function was not in place.

FINANCIAL INSTRUMENTS

For the Company’s risk management procedures related to financial instruments we refer to the Group’s accounting policies and note 20, as included in these financial statements.

INTERXION’S CODE OF CONDUCT

Our Code of Conduct and Business ethics is a reflection of our commitment to act as a responsible social partner and of the way we try to interact with all of our stakeholders. It is noted that all transactions in which there are conflicts of interest with one or more directors shall be agreed on terms that are customary in the

sector concerned. Such transactions must be published in the annual report, together with a statement of the conflict of interest and a declaration that the relevant best practice provisions of the Dutch Corporate Governance Code have been complied with. A director may not take part in any discussion or decision making with regard to topics where such director is conflicted.

RISK FACTORS

RISKS RELATED TO OUR BUSINESS

RISKS RELATED TO OUR INDUSTRY

RISKS RELATED TO REGULATION

RISKS RELATED TO OUR SHARES

CONTROLS AND PROCEDURES

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 authorisation; and providing reasonable assurance that unauthorised 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 31 December 2014, 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).

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 procedure (as defined in rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) have been evaluated as of 31 December 2014. Based upon the evaluation, the CEO and CFO, concluded that as of 31 December 2014, 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, summarised and reported within the time periods specified in the SEC’s rules and forms and to ensure that material 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 is subject to attestation by the Company’s independent registered public accounting firm. our consolidated financial statements as of 31 December 2014, 2013 and 2012 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 in the 2014 annual report on Form 20-F.

CHANGES IN INTERNAL CONTROLS AND PROCEDURES OVER FINANCIAL REPORTING

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.

DUTCH CORPORATE GOVERNANCE CODE

In addition to the “Structure” section of this report on page 29, below is a further description of our corporate governance.

Since our initial public offering on 28 January 2011, we are required to comply with the Dutch Corporate Governance Code. The revised Dutch Corporate Governance Code (the Code) became effective on 1 January 2009 and applies to all Dutch companies listed in a government-recognised stock exchange, whether in the Netherlands or elsewhere. Because the Company is listed on the New York Stock Exchange (NYSE) it is also required to comply with the US Sarbanes-Oxley Act of 2002, as well as with NYSE listing rules, and the rules and regulations promulgated by the US Securities and Exchange Commission (SEC).

The full text of the Dutch Corporate Governance Code can be found at the website of the Monitoring Commission Corporate Governance Code (www.commissiecorporategovernance.nl).

The Code is based on a ‘comply or explain’ principle. Material changes in the corporate governance structure of the Company and in its compliance with the Code will be discussed at the Annual General Meeting as a separate agenda item. The discussion below summarises the deviations from the best practice provisions of the Code:

Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. For management’s internal control statement we refer to “Management’s report on internal control over financial reporting” on page 34.

EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

On 9 March 2015, Interxion announced the signing of a definitive agreement on an all-share merger with London-based Telecity Group plc. At publication date, the companies are working towards closing the merger transaction which is expected to complete sometime in the second half of 2015. The merger announcement does not affect the 2014 financial statements of Interxion.

The Board of Directors

28 April 2015