EXMAR report 2023

DIVERSITY POLICY OF EXMAR In accordance with provisions of the Code 2020 and the BCCA, EXMAR ensures that each employee is selected on the basis of, among other things, capabilities, talents and skills. EXMAR is convinced that employee diversity (including age, gender, cultural background and professional experience) is an added value for any international company. During 2023, EXMAR complied with the Law of 28 July 2011 with respect to gender diversification in the Board of Directors, and in accordance with article 7:86 of the BCCA. SUPERVISION External audit By decision of the General Meeting of Shareholders of 16 May 2023, Deloitte Belgium was reappointed as Statutory Auditor of the Company for a period of three years, represented by Kurt Dehoorne following the auditor’s internal rotation system and mandatory regulations. As from 1 December 2023 Deloitte will be represented by Fabio De Clercq (who succeeds to Kurt Dehoorne). The auditor conducts the external audit of both the consolidated and statutory figures of EXMAR. The Board of Directors decided in 2017, upon recommendation of the Audit and Risk Committee, to no longer review the half-year results, in line with other listed companies’ policies. The auditor however was requested to review the updated version of the interim condensed consolidated financial statements to ensure consistency with the adjustments proposed by the Committee. Internal audit EY has been appointed to assist the Company in the conducting of its internal audit activities. The internal auditor was reappointed for a new term of three years at the meeting of the Audit and Risk Committee of 1 December 2022. Compliance Officer HAX BV represented by Hadrien Bown is Compliance Officer as from 1 December 2023, replacing Laurent Verhelst (representative of Comettecco BV) who replaced Finmore BV represented by Christine Verhaert, as from 1 May 2023. The Compliance Officer is responsible for the implementation of and the supervision on compliance with the Dealing Code and the tasks described in the Company’s Compliance Model. RULES, POLICIES AND PROCEDURES Conflicts of Interest Each member of the Board of Directors and the Executive Committee is encouraged to organise his or her mandate as efficiently as possible and personal and business interests in such a way that there is no direct or indirect conflict of interest with the Company. Transactions, if any, between EXMAR or an affiliated company and a member of the Board will take place at arm’s length. The same healthy distance applies for transactions between the Company or an Affiliate and a person closely related to a member of the Board. The provisions of the BCCA and the Corporate Governance Charter will apply in the event of a conflict of interest. Conflicts of Interest, if any, of members of the Board of Directors and/or members of the Executive Committee in the meaning of articles 7:96 or 7:115 BCCA, are described in the Annual Report from the Board of Directors to the Shareholders. Related Party Transactions Currently SAVERBEL NV and SAVEREX NV, companies controlled by Mr. Nicolas Saverys, provide administrative services and SAVEREX NV provides consultancy services to the EXMAR Group. The services are invoiced and provided at arm’s length conditions. A policy was adopted by the Board of Directors of EXMAR on 9 September 2021 in accordance with article 7.97§1 of the BCCA in order to set forth the procedures applicable to the assessment by the Company of ordinary course related-party transactions and decisions. Certain transactions or decisions of the Company and its subsidiaries that are Board competences and “concern” related parties within the meaning of the international accounting standard (IAS) 24 must be subject to the prior review of a committee of at least three independent directors, which must then issue a non-binding opinion on such transaction or decision to the Board. The Committee may, but must not, be assisted by one or more independent experts (financial, legal, technical, etc.). The Company’s statutory auditor must be informed before the Board meeting in order to issue an opinion on the financial and accounting data used. The Board subsequently deliberates on the proposed transaction or decision. Code of Business Ethics The Code of Business Ethics, is a part of the Corporate Governance Charter. Integrity and ethics have always characterized EXMAR’s way of conducting business. Operating with a strong sense of integrity is critical to maintaining trust and credibility with our customers, par tners, employees, shareholders and other stakeholders. Our Code of Business Ethics contains 100 CORPORATE GOVERNANCE STATEMENT