EXMAR : Corporate Governance Charter

CORPORATE GOVERNANCE CHARTER

EXMAR

CORPORATE GOVERNANCE CHARTER 2020

EXMAR NV Company number 0860.409.202 RPR Antwerp, department Antwerp

www.exmar.be

Last update: 3 December 2020

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CORPORATE GOVERNANCE CHARTER

Content

I.	Introduction - Mission and Vision	p. 2
II.	Company profile	p. 3
	II.1.	Capital, Shares and Shareholders	p. 3
	II.2.	General Meeting of Shareholders	p. 6
III.	Board of Directors	p. 8
	III.1.	Powers and Responsibilities	p. 8
	III.2.	Appointment	p. 10
	III.3.	Composition	p. 11
	III.4.	Chairman	p. 11
	III.5.	Secretary	p. 12
	III.6.	Operation	p. 13
	III.7.	Conflict of interest	p. 14
	III.8.	Remuneration	p. 15
	III.9.	Evaluation	p. 17
IV.	Specialised committees set up by the Board of Directors	p. 17
	IV.1.	General provisions	p. 17
	IV.2.	Audit- and Risk committee	p. 18
	IV.3.	Nomination and Remuneration Committee	p. 21
V. Chief Executive Officer (CEO) and Executive Committee	p. 22
	V.1.	Chief Executive Officer (CEO)	p. 22
	V.2.	General provisions relating to the Executive Committee	p. 23
	V.3.	Powers and responsibilities of the Executive Committee	p. 23
	V.4.	Members of the Executive Committee	p. 24
	V.5.	Functioning of the Executive Committee	p. 24
	V.6	Discharge	p. 24
	V. 7.	Conflict of interest	p. 25
	V. 8.	Evaluation	p. 25
	V. 9.	Remuneration	p. 25
	V. 10	Interaction between the Board of Directors
		and the Executive Committee	p. 26
VI. Supervision	p. 22
	VI.1.	Reporting by the Commissioner	p. 26
	VI.2.	Supervision of the Commissioner	p. 27

EXMAR NV Company number 0860.409.202 RPR Antwerp, department Antwerp

www.exmar.be

Last update: 3 December 2020

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CORPORATE GOVERNANCE CHARTER

Appendix 1:	Shareholder structure	p. 28
Appendix 2:	Independence criteria	p. 29
Appendix 3:	Dealing Code	p. 31
Appendix 4:	Code of Business Ethics	p. 43

I. Introduction - Mission and Vision

Introduction

This Corporate Governance Charter (the "Charter") was approved by the Board of Directors of EXMAR (the "Board of Directors" and "EXMAR" or the "Company") on 3 December 2020, and entered into force on the same date. This latest version of the Charter replaces all previous versions.

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, and the most recent version of the Belgian Corporate Governance Code of May 2019 (the "Code 2020"). 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 is important for all stakeholders of the Company. This Charter should be read together with EXMAR's Articles of Association, the annual financial report (including the CG Statement) and any other information made available by EXMAR.

This Charter will be regularly reviewed by the Board of Directors and will be amended where necessary. The Board of Directors has granted a special power of attorney to the Secretary to amend, where necessary, all non-substantial information in this Charter, so that the Charter always provides a correct and up-to-date picture of the Company's situation.

Mission and Vision

EXMAR uses this Charter as a reference Code. The Charter is updated as often as necessary, so that it provides an accurate picture of the company's governance structure at all times (with explicit mention of the date of the most recent update).

In carrying out its activities, the Board of Directors undertakes to comply with the law in the interest of the Company, its employees and shareholders.

The Code 2020 is based on a "comply or explain" principle. Although EXMAR strives to apply the provisions of the Code 2020, the Board of Directors is of the opinion that, in view of the specific situation of the Company, certain deviations may be justified. Such deviations will be explained in the Corporate Governance Statement, which is included in the annual financial report of EXMAR and is published on www.exmar.be (the "CG Statement").

At least once a year - on the initiative of the Secretary - a description of these deviations is provided to the Board of Management in order to check the quality of each explanation. The Board of Directors approves the reasons given and endorses their content. This means that, for each deviation, the Board of Directors: (i) explains how the Company has deviated from a provision of the Code 2020; (ii) states the reasons for this deviation; (iii) indicates when the Company intends to apply a certain provision if the deviation is limited in time, and (iv), where applicable, describes the measure taken as an alternative to applying the provision, and explains how this measure achieves

EXMAR NV Company number 0860.409.202 RPR Antwerp, department Antwerp

www.exmar.be

Last update: 3 December 2020

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CORPORATE GOVERNANCE CHARTER

the underlying objective of the specific provision or of the Code as a whole, or clarifies how this measure contributes to the good governance of the Company.

The Company encourages the shareholders to play an important role in the careful evaluation of the Corporate Governance of the Company. The Board of Directors ensures that the shareholders consider all important factors to which their attention is drawn. The (annual) General Meeting of the Shareholders is a privileged moment for the shareholders to express their views on this matter.

The CG Statement forms part of EXMAR's annual financial report, and contains, among other things, factual information on the Corporate Governance policy, stating the provisions of the Code 2020 from which EXMAR deviates and the reasons for such deviation (as set out above), the remuneration report, a description of the main features of the internal control and risk management systems, and a description of the composition and operation of the Board of Directors.

This Charter is available in Dutch and English. The Dutch version is the official version. In the event of any inconsistencies between the two versions, the Dutch version shall prevail.

II. Company profile

EXMAR, with head offices in Antwerp, offers floating solutions for the exploitation, transport and transformation of gas. EXMAR aims to serve its customers with innovations in the field of the offshore exploration, transformation, production, storage and marine transportation of liquefied natural gas, petrochemical gases and liquid hydrocarbons.

EXMAR develops economically viable and sustainable energy value chains within the framework of long-term alliances with first-class business partners. To this end, EXMAR designs, builds, certifies, owns, leases and operates specialised floating marine infrastructure. The company also meets the strictest standards for commercial, technical and administrative management and quality assurance for the entire maritime energy sector.

EXMAR's corporate structure consists mainly of two divisions (business units):

• Shipping; and
• Infrastructure

In addition to its core activities, EXMAR also has business interests in various companies in the fields of ship management, specialised travel and the supply of the maritime and offshore sector.

EXMAR Ship Management also provides ship management services to LPG tankers, fruit juice tankers, bulk carriers, FLNGs, FSRUs, FSUs, FSOs and accommodation platforms, as well as Operations & Maintenance (O&M) services in niche segments of the oil and gas industry. These activities are also grouped into two distinct business units within EXMAR Ship Management: Shipping and Infrastructure.

II.1 Capital, Shares and Shareholders

EXMAR NV Company number 0860.409.202 RPR Antwerp, department Antwerp

www.exmar.be

Last update: 3 December 2020

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CORPORATE GOVERNANCE CHARTER

The capital of EXMAR amounts to USD 88,811,667, and is represented by 59,500,000 shares without nominal value. The capital is fully paid up.

EXMAR only recognises one owner for each share. If several persons are the owner of one share, EXMAR has the right to suspend the exercise of the rights attached thereto until a single person has been designated as the owner of the share.

Depending on the choice of the shareholder, fully-paid-up shares may be registered or dematerialised (i.e., registered in a securities account in the name of the shareholder).

Shares that are not fully paid up are registered shares.

At the written request of a shareholder, fully paid-up registered shares can be converted into the dematerialised form, or vice versa.

Registered shares are entered into the share register of the Company. Owners of registered shares will, if they so request, receive a certificate proving their participation. The holders of registered shares shall immediately inform EXMAR of any possible change in the shareholding or of a change of address.

In accordance with the provisions of the Belgian Code of Companies and Associations, EXMAR may issue other financial instruments. All the provisions in this chapter also apply to all other financial instruments issued by EXMAR. EXMAR currently has the following bonds outstanding: the unsecured bonds issued in May 2019 (as listed on www.exmar.be> investors section).

Transparency legislation

The Law of 2 May 2007 on the disclosure of significant holdings in issuers whose shares are admitted to trading on a regulated market and that contain various provisions (the "Transparency Law"), and the coordinated articles of association of EXMAR (Article 14) stipulate that any individual or legal entity whose direct or indirect holding (together with subsidiaries and parties trading together) reaches the threshold of five percent (5%) (or any multiple of 5%), must inform EXMAR of the total number of voting shares held by him or her EXMAR and the FSMA (Financial Services and Markets Authority) within two working days following the transaction.

Notification forms and additional information regarding the applicable transparency legislation are available on the website of the FSMA (www.fsma.be).

From the 10 December 2009, the denominator to be taken into account for EXMAR is 59,500,000.

Any transparency notification received will be made public by EXMAR via its website as soon as possible - and no later than 3 days after receipt of the notification.

Based on the transparency notifications received in accordance with the Transparency Act and the information that is publicly available, the shareholder structure of EXMAR, according to the knowledge of the Board of Directors, is composed as mentioned under Appendix 1of this Charter.

An updated shareholder structure is made available on the website of EXMAR.

EXMAR NV Company number 0860.409.202 RPR Antwerp, department Antwerp

www.exmar.be

Last update: 3 December 2020

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