EXMAR report 2023

GOVERNANCE MODEL EXMAR NV (“EXMAR” or “the Company”) adopted The Belgian Corporate Governance Code 2020 (“Code 2020”) as a reference code. The governance structure of the Company, and in particular the role and responsibilities, the composition and operation of the Board of Directors, its advisory committees and the Executive Committee are described in the Corporate Governance Charter (the ‘’Charter’’). EXMAR’s Corporate Governance Charter was approved by the Board of Directors on 3 December 2020, and most recently updated on 18 January 2024. The Charter is a summary of the rules and principles around which EXMAR’s corporate governance policy is organised and is based on the provisions of the coordinated Articles of Association, the Belgian Code of Companies and Associations (“BCCA”), and the Code 2020. The Charter has been revised by the Board of Directors in order to designate the Code as reference code within the meaning of Article 3:6, §2, 1° of the BCCA. Before adopting the Charter, the Board of Directors reflected thoroughly on its governance structure, sustainable value creation with a long-term vision. EXMAR is aware of the importance of sound governance and is convinced that compliance with the highest standards of corporate governance is fundamental to long term growth and important for all stakeholders of the Company. The EXMAR Corporate Governance Charter can be consulted on the website: https://www.EXMAR.com/ en/investors/corporate-governance. The Charter should be read together with EXMAR's Articles of Association, the annual financial report and any other information made available by EXMAR. The elements listed in Article 34 of the Belgian Royal Decree of 14 November 2007 and article 14 of the law of 2 May 2007 are disclosed in this Statement and in the report of the Board of Directors to the shareholders and should consequently be read in conjunction. The key features of the governance model of EXMAR are: • A Board of Directors , which defines EXMAR’s general policy and strategy and supervises the operational management; • An Audit and Risk Committee , a Nomination and Remuneration Committee and an Executive Committee created by the Board of Directors; • A Chief Executive Officer (CEO) who takes primary responsibility for operational management, together with the Executive Committee EXMAR aims to comply with most provisions of the Code 2020, but the Board of Directors is of the opinion that deviation from provisions may be justified in the light of the Company’s specific situation. If applicable, an explanation is provided in the Corporate Governance Statement (the “Statement”) about such deviations during the past financial year in accordance with the “comply or explain” principle. EXMAR deviates from provisions 7.6, 7.9 and 7.10 of the Code 2020. These deviations are described and explained in the remuneration report. EXMAR is an institutional member of Guberna, a knowledge centre promoting corporate governance in all its forms and offering a platform for the exchange of experiences, knowledge and best practices. CORPORATE GOVERNANCE STATEMENT This Corporate Governance statement is an overview of the measures EXMAR takes to ensure compliance with laws and regulations. As such a compliance program was implemented to reduce the risks of infringements and adverse consequences for EXMAR and its stakeholders. BOARD OF DIRECTORS One-tier structure The Company has opted for the one-tier governance structure, whereby the Board of Directors is authorized to perform all actions necessary or useful to achieve the purpose of the Company, except for those for which the General Meeting of Shareholders is authorized. The Company considers this one-tier governance structure to be the most suitable governance structure, which allows rapid decision-making and has already proven its efficiency. CORPORATE GOVERNANCE STATEMENT 93