Dutch Corporate Governance Code

As a European public company (Societas Europaea) incorporated under the laws of the Netherlands, we are subject to the DCGC. A copy of the DCGC can be found on www.mccg.nl. The DCGC is based on the notion that a company is a long-term alliance between the various stakeholders of the company. Stakeholders are groups and individuals who, directly or indirectly, influence – or are influenced by – the attainment of our objectives: employees, shareholders and other lenders, suppliers, customers and other stakeholders.

The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to state the extent to which they comply with the principles and best practice provisions of the DCGC in their annual report and, where they do not comply with them, why and to what extent they deviate from them.

We acknowledge the importance of good corporate governance and we fully endorse the underlying principles of the DCGC, which is reflected in a policy that complies with the best practice provisions as stated in the DCGC (the Board By-Laws). However, we deviate from the best practice provisions in the areas set out below, for the reasons explained in this section. These deviations all relate to our remuneration practices, which are in line with our remuneration policy as approved by our annual General Meeting held in 2021.

• Pursuant to best practice provisions 3.1.2 under vi of the DCGC, shares should be held for at least five years after they are awarded. Whereas we do have minimum holding requirements requiring our directors and executive management to hold minimum levels of ownership in the company during their time in function and for a period thereafter, we do not have a generic restriction on selling shares within the five years after they are granted. We regularly benchmark our equity incentive practices, and note that an all out selling restriction of five years post grant is significantly more strict than the selling restrictions applied by a large majority of our global competitors for talent. We believe our overall cliff vesting periods of four years for RSUs and three years for stock options, combined with minimum holding requirements after the vesting period, effectively ensure long term alignment of interest and we do not expect to implement a general five year holding requirement for all equity in the foreseeable future.
• Pursuant to best practice provision 3.2.3. of the DCGC, the severance payment in the event of dismissal should not exceed one year’s base compensation. Our remuneration policy provides that a severance payment equal to 18 months base compensation to our chief executive officer and statutory executive director (CEO or Executive Director). The severance component of the remuneration package is, like all other components, benchmarked against and aligned with the severance components as identified within our global reference group. On this topic, considering the importance of competitive remuneration for our ability to attract and retain highly qualified persons, alignment with our global reference group is prioritized over compliance with this best practice provision 3.2.3. Whereas we do not envision adapting the existing contractual arrangements with our current CEO on this point, the 2025 Draft Remuneration Policy (as defined below) proposes a severance arrangement not exceeding 12 months for new Executive Directors.
• Pursuant to best practice provision 3.3.2. of the DCGC, Non-Executive Directors should not be granted any shares or rights to shares as remuneration. We note that the ‘best practices’ and usages regarding granting equity incentives to Non-Executive Directors vary significantly between the key jurisdictions in which we operate. For example, we have our primary listing in, and conduct a significant part of our operations in, Belgium and the Belgian Corporate Governance Code requires that Non-Executive Directors receive part of their remuneration in the form of shares. When recruiting qualified Non-Executive Directors, we are competing against other companies who like us, have a major U.S. stock exchange listing, and face the corresponding stringent regulatory and legal environments. We, like our peers, need Non-Executive Directors who can navigate these complex requirements along with the personal liability and responsibility that comes with it. We benchmark our remuneration for Non-Executive Directors against our global reference group, selected on the basis of objective criteria that we disclose. We realize that granting equity to Non-Executive Directors is viewed differently in the Dutch context and is a deviation from the (comply-or-explain) best practice provisions in the DCGC. However, considering our international peer group and considering that the corporate governance code principles in our country of primary listing (Belgium) actually require paying part of the non-executive fees in the form of equity, as a well-considered deviation from the DCGC, we pay part of our remuneration for Non-Executive Directors in the form of equity. This also ensures alignment of interest between our Non-Executive Directors and our shareholders. We do not expect to change this practice in the foreseeable future.