EXMAR : Corporate Governance Statement 2020

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  Corporate

  Governance Statement

Corporate Governance Statement

EXMAR REPORT 2020

66

Corporate Governance aims to define several rules and behaviours according to which companies are properly managed and controlled, with the objective to increase transparency. It is a system of checks and balances between the shareholders, the Board of Directors, the Executive Committee and the Chief Executive Officer. This chapter of the Annual Report 2020 contains information on EXMAR's practice of the principles over 2020.

Governance model

EXMAR NV ("EXMAR" or the "Company") adopted The Belgian Corporate Governance 2020 ("Code 2020") as a reference code. The Code 2020 is structured under 10 principles.

1. The Company shall make an explicit choice regarding its governance
   structure­ and clearly communicate it;
2. The Board and the executive manage- ment shall remain within their respective remits and interact constructively;
3. The Company shall have an effective and balanced Board;
4. Specialised committees shall assist the Board in the execution of its responsibilities;
5. The Company shall have a transparent procedure for the appointment of Board members;

1. All Board members shall demonstrate independence of mind and shall always act in the best interests of the Company;
2. The Company shall remunerate Board members and executives fairly and responsibly;
3. The Company shall treat all shareholders equally and respect their rights;
4. The Company shall have a rigorous and transparent procedure for evaluating its governance regime;
5. The Company shall publicly report on the application of the code.

EXMAR's Corporate Governance Charter (the "Charter") was approved by the Board of Directors of EXMAR (the "Board of Directors") on 3 December 2020.

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 as adopted by Royal Decree of 12 May 2019 ("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 his governance structure, sustainable value creation and focus on long term. 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.

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 and a Nomination and Remuneration Committee;
• An Executive Committee appointed by the Board of Directors;
• A Chief Executive Officer (CEO) who takes primary responsibility for day-to-day management.

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.

Corporate governance statement

The Statement describes the measures taken by EXMAR to ensure compliance with laws and regulations. To reduce the risks of infringements and the adverse consequences for EXMAR and all the stakeholders a compliance program was implemented.

The Charter and Statement of EXMAR can be consulted on the website http://exmar.be/en/ investors/corporate-governance.

The Charter should be read together with EXMAR's Articles of Association, the annual financial report (including the Statement) and any other information made available by EXMAR.

1. General information about the Company

1.1 Date­ of establishment and amendments to the Articles of Association

The Company was established by notarial deed on 20 June 2003, published in the appendix to the Belgian Official Gazette of 30 June thereafter, reference 03072972, and of 4 July thereafter, reference 03076338.

The Articles of Association were amended several times. New articles of associations were adopted in order to meet the stipulations of the BCCA by deed executed before civil law notary Benoit De Cleene in Antwerp, replacing his colleague notary Patrick Van Ooteghem in Temse, on 11 September 2020, published in the appendix to the Belgian Official Gazette of 26 November thereafter, reference 20139984.

1.2 Registered office

De Gerlachekaai 20, 2000 Antwerp, Belgium.

VAT BE0860.409.202

Company Registration Antwerp - section Antwerp.

1.3 Issued capital

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The issued capital amounts to USD 88,811,667, is fully paid-up and is represented by 59,500,000 shares without nominal value. For the application of the provisions of the BCCA, the reference value of the capital is set at EUR 72,777,924.85.

All shares have been paid up in full. During the past financial year, no capital changes have occurred that must be reported in accordance with article 7:203 of the Code of Companies and Associations.

Notwithstanding the provisions laid down in Article 3:42 of the Code of Companies and Associations, the capital and the accounting are expressed in US dollars. This derogation was granted by the Ministry of Economic Affairs and was confirmed in writing on 2 July 2003. The reasons for which this derogation was requested remain applicable.

1.4 Authorized capital

Pursuant to the BCCA, the Board of Directors may be authorized by the shareholders, during a five years period, to increase the capital up to a defined amount and within certain limits.

By decision of the Extraordinary General Meeting of Shareholders held on 11 September 2020, the Board of Directors was authorized to increase the share capital of the Company once or several times, in the manner and at conditions to be determined by the Board of Directors, within a

EXMAR REPORT 2020

68

period of five years with effect from the date of publication of such a decision, by a maximum amount of USD 12,000,000, the reference value of EUR 7,703,665.66 for application of the provisions of BCCA. The special report of the Board of Directors was drawn up in accordance with the provisions of Section 7:199 of the BCCA.

1.5 Articles of Association, General Meetings, participation, and exercising of voting rights

The Annual General Meeting of Shareholders takes place on the third Tuesday of May at 14h30.

The rules governing the convening, the participation, the conducting of the meeting, the exercising of the voting rights, amendments to the Articles of Association, nomination of the members of the Board of Directors and its committees can be found in the coordinated Articles of Association and the Charter of the Company, both of which are available on the Company's website under investor relations. http://exmar.be/en/investors/ reports-and-downloads/articles-association

1.6 Purchase of own shares

On 11 September 2020, the Extraordinary General Meeting of Shareholders authorized the Board of Directors of EXMAR for a period of three years to acquire the Company's own shares within a well-defined price range.

The number of treasury shares as at 31 December 2020 amounted to 3.82%, which represents 2,273,263 shares.

1.7 Shares and shareholders Shareholding as per 31 December 2020: SAVEREX NV: 43.79%

EXMAR: 3.82%

Cobas Asset Management S.G.I.I.C. SA: 5.002%

FREEFLOAT: 47.388%

The EXMAR share is listed on Euronext Brussels and is part of the Bel Small index (Euronext: EXM).

During the course of 2020 and till the date of this report no notifications in the context of the Transparency Act of 2 May 2007 were received.

The latest notifications received by the Company as notified to the FSMA are as follows:

• On 18 July 2019 EXMAR NV announced that Cobas Asset Management S.G.I.I.C. S.A. crossed a downward threshold (from 5.02% to 4.98%).
• On 8 August 2019 EXMAR NV announced that Cobas Asset Management S.G.I.I.C. S.A. crossed a threshold of 5% due to an acquisition of shares.
• On 30 October 2019 EXMAR NV announced that SAVEREX NV disclosed that due to the sale of 500,000 voting rights the threshold of 45% was crossed.

In accordance with Section 74§6 of the law on public takeover bids of 1 April 2007, Saverex NV notified the FSMA on 15 October 2007, updated on 28 August 2020, that it holds more than 30% of the securities with voting rights in EXMAR NV, a listed company.

The statutory information is published on the website (www.exmar.be).

The Company has no knowledge of any agreements made between shareholders.

The Articles of Association impose no restrictions on the transfer of shares.

2. Composition and functioning of the Board of Directors, management and controlling bodies

2.1 Board of Directors 2.1.1 One-tierstructure

The Extraordinary General Meeting of 11 September 2020 approved revised Articles of Association of the Company in order to comply with the BCCA. A one-tier governance structure was adopted.

2.1.2 Composition

Currently, the Board of Directors has 10 members: this is a sufficient number to ensure proper operation and decision-making, taking into account the specificity of the Company.

Functions and terms of office of the directors on the Board of Directors per 31 December 2020:

Name - function	Number of attended	Beginning of	Last renewal	End of mandate
meetings	mandate
GOVERNANCE
NICOLAS SAVERYS
> Executive director	7/8	20 June 2003	15 May 2018	2021
> Executive Chairman
(since 14 April 2020 replacing
Baron Philippe Bodson)
FRANCIS MOTTRIE		11 September 2020
> Executive director	5/5	(confirmation of		2022
> CEO (since 14 April 2020	co-optation on
replacing Nicolas Saverys)		14 April 2020)
MICHEL DELBAERE	8/8	17 May 2016	21 May 2019	2022
> Independent director

• Member Nomination and Remuneration Committee

JALCOS NV represented by Ludwig CRIEL
> Non-executive director						69
> Chairman Nomination and Remuneration Committee	8/8	16 May 2017	19 May 2020	2023
(replacing Baron Philippe Bodson)
> Chairman Audit and Risk Committee
ARIANE SAVERYS	8/8	15 May 2012	15 May 2018	2021
> Non-executive director
PAULINE SAVERYS	7/8	15 May 2012	15 May 2018	2021
> Non-executive director
BARON PHILIPPE VLERICK	8/8	20 June 2003	19 May 2020	2023
> Non-executive director
> Member Audit and Risk Committee
BARBARA SAVERYS	8/8	19 May 2015	15 May 2018	2021
> Non-executive director
ISABELLE VLEURINCK
> Independent director	8/8	21 May 2019		2022
> Member Nomination and Remuneration Committee
> Member Audit and Risk Committee
WOUTER DE GEEST		19 May 2020
> Independent director	7/7	(confirmation of		2022
> Member Audit and Risk Committee (replacing Baron	co-optation on
Philippe Bodson)		29 January 2020)
BARON PHILIPPE BODSON (+ 04.04.2020)
> Non-executive director
> Chairman	1/2	20 June 2003	15 May 2018
> Member Audit Committee
> Chairman Nomination and
Remuneration Committee