IMCD N : Annex 2 - Summary key terms MB contracts

Main elements of the 2022-2024 service agreement with Mr. Piet van der Slikke

In conformity with the Dutch Corporate Governance Code, subject to his reappointment as member of the Management Board, a service agreement is entered into between IMCD N.V. and Piet van der Slikke. The key elements are listed below.

Main elements	Contract provision IMCD N.V.
Name	Piet van der Slikke
Nationality	Dutch
Date of reappointment	2 May 2022
Term	Two years, i.e., until the end of the AGM to be held in 2024.
Fixed annual base salary	After incorporation of a 5% increase at contract renewal, Mr. Van der Slikke
	receives a fixed gross annual base salary of EUR 709,542 for his services in
	2022.
	Within the remuneration policy for the Management Board adjustment of the
	base salary ay take place if and when the Supervisory Board considers it
	appropriate.
Annual cash bonus	Mr. Van der Slikke participates in the bonus scheme for the Management
	Board, as a result of which he may be entitled to receive an annual
	performance related cash bonus. The 'at target' award equals 6 months of
	gross base salary, with a cap at 9 months gross base salary.
Long term incentive plan	Mr. Van der Slikke participates in the long-term incentive plan for the
	management Board, pursuant to which he receives conditional performance
	shares for an 'at target' award value of 12 months gross base salary. Shares
	may vest based on performance after a 3-year performance period.
	The maximum opportunity (capped) in case of overachievement is share
	vesting for a value equaling 18 months of gross base salary (150% of the 'at
	target' award). A further holding period of 2 years applies in line with the Dutch
	Corporate Governance Code.
Other remuneration	Mr. Van der Slikke is entitled to receive certain fringe benefits such as, among
components	others, a company car, mobile phone, insurance, and reimbursements of costs
	incurred.
Severance payment /	The service agreement can be terminated by both parties subject to a notice
notice period	period of 6 months.
	In case of dismissal, the service agreement contains severance provisions
	which provide for a maximum severance pay equal to the gross fixed annual
	base salary of one year. Severance pay is subject to a fairness review.
Pension	Mr. Van der Slikke participates in the "IMCD pension scheme", a collective
	defined benefit plan based on average pay, insured by AEGON
	Levensverzekering N.V.
	The pensionable salary is capped in accordance with Dutch law. The pension
	contribution paid by IMCD in any year is reported on in the Remuneration
	Report. For 2021 the contribution amounted to 36,391.
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Main elements of the 2022-2026 service agreement with Mr. Hans Kooijmans

In conformity with the Dutch Corporate Governance Code, subject to his reappointment as member of the Management Board, a service agreement is entered into between IMCD N.V. and Hans Kooijmans. The key elements are listed below.

Main elements	Contract provision IMCD N.V.
Name	Hans Kooijmans
Nationality	Dutch
Date of reappointment	2 May 2022
Term	Four years, i.e., until the end of the AGM to be held in 2026.
Fixed annual base salary	After incorporation of a 5% increase at contract renewal, Mr. Kooijmans
	receives a fixed gross annual base salary of EUR 552,731 for his services in
	2022.
	Within the remuneration policy for the Management Board adjustment of the
	base salary ay take place if and when the Supervisory Board considers it
	appropriate.
Annual cash bonus	Mr. Kooijmans participates in the bonus scheme for the Management Board,
	as a result of which he may be entitled to receive an annual performance
	related cash bonus. The 'at target' award equals 6 months of gross base salary,
	with a cap at 9 months gross base salary.
Long term incentive plan	Mr. Kooijmans participates in the long-term incentive plan for the management
	Board, pursuant to which he receives conditional performance shares for an
	'at target' award value of 12 months gross base salary. Shares may vest based
	on performance after a 3-year performance period.
	The maximum opportunity (capped) in case of overachievement is share
	vesting for a value equaling 18 months of gross base salary (150% of the 'at
	target' award). A further holding period of 2 years applies in line with the Dutch
	Corporate Governance Code.
Other remuneration	Mr. Kooijmans is entitled to receive certain fringe benefits such as, among
components	others, a company car, mobile phone, insurance, and reimbursements of costs
	incurred.
Severance payment /	The service agreement can be terminated by both parties subject to a notice
notice period	period of 6 months.
	In case of dismissal, the service agreement contains severance provisions
	which provide for a maximum severance pay equal to the gross fixed annual
	base salary of one year. Severance pay is subject to a fairness review.
Pension	Mr. Kooijmans participates in the "IMCD pension scheme", a collective
	defined benefit plan based on average pay, insured by AEGON
	Levensverzekering N.V.
	The pensionable salary is capped in accordance with Dutch law. The pension
	contribution paid by IMCD in any year is reported on in the Remuneration
	Report. For 2021 the contribution amounted to 36,680.
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Main elements of the 2022-2026 service agreement with Mr. Marcus Jordan

In conformity with the Dutch Corporate Governance Code, subject to his appointment as member of the Management Board, a service agreement is entered into between IMCD N.V. and Marcus Jordan. The key elements are listed below.

Main elements	Contract provision IMCD N.V.
Name	Marcus Jordan
Nationality	British
Date of appointment	2 May 2022
Term	Four years, i.e., until the end of the AGM to be held in 2026.
Fixed annual base salary	Mr. Jordan receives a fixed gross annual base salary of EUR 485,000 for
	his services.
	Within the remuneration policy for the Management Board adjustment of
	the base salary may take place if and when the Supervisory Board
	considers it appropriate.
Annual cash bonus	Mr. Jordan participates in the bonus scheme for the Management Board,
	as a result of which he may be entitled to receive an annual performance
	related cash bonus. The 'at target' award equals 6 months of gross base
	salary, with a cap at 9 months gross base salary.
Long term incentive plan	Mr. Jordan participates in the long-term incentive plan for the management
	Board, pursuant to which he receives conditional performance shares for
	an 'at target' award value of 12 months gross base salary. Shares may vest
	based on performance after a 3-year performance period.
	The maximum opportunity (capped) in case of overachievement is share
	vesting for a value equaling 18 months of gross base salary (150% of the
	'at target' award). A further holding period of 2 years applies in line with the
	Dutch Corporate Governance Code.
Other remuneration	Mr. Jordan is entitled to receive certain fringe benefits such as, among
components	others, a company car, mobile phone, insurance, and reimbursements of
	costs incurred. Due to the foreseen relocation of his family, temporary
	housing is provided as well as an allowance to cover international schooling
	costs.
Severance payment / notice	The service agreement can be terminated by both parties subject to a notice
period	period of 6 months.
	In case of dismissal, the service agreement contains severance provisions
	which provide for a maximum severance pay equal to the gross fixed annual
	base salary of one year. Severance pay is subject to a fairness review.
Pension	10% of base salary with a cap of EUR 50,000

The above remuneration package is set within the boundaries of the Remuneration Policy for the Management Board as approved by the General Meeting of Shareholders in 2020 and currently in place.

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