CORPORATE GOVERNANCE STATEMENT 2023

This statement, dated 29 February 2024, is made available pursuant to Article 2a of the Decree on the Content of the Directors' Report (Besluit inhoud bestuursverslag, hereafter the "Decree") that requires Dutch businesses to publish a statement on their approach to corporate governance and their compliance with the Dutch Corporate Governance Code (hereafter the "Code").1

The information referred to in Article 3 to 3b of the Decree can be found in the following sections of IMCD's 2023 Integrated Annual Report2 (hereafter the "Annual Report"):

Information on:

AR section reference / title

AR page

reference

➢ compliance with the provisions and best practice

•

Chapter 12. Corporate Governance

97

principles of the Code3 and any motivated deviation

•

Paragraph 12.11 Accountability Code

106

thereof

➢ the most important characteristics of the risk

•

Chapter 13. Risk factors and risk

107

management and control systems in connection with

management

IMCD's financial reporting process

➢ the functioning of the IMCD's General Meeting of

•

Paragraph 12.6. Shareholders and

104

Shareholder and its main powers, the rights of

their rights

IMCD's shareholders and how they can be exercised

➢ the composition and functioning of the Management

•

Paragraph 12.2 Management Board

97

Board

➢ the composition and functioning of the Supervisory

•

Paragraph 12.4 Supervisory Board

102

Board and its committees

•

Chapter 10. Supervisory Board report

76

➢ IMCD's D&I Policy, including goals for the

•

Chapter 4. People & Culture value

48

composition of the Management Board, Supervisory

•

Paragraph 12.5. Diversity on the

104

Board, Executive Committee and Sub-top, plans to

Supervisory Board, Management

achieve such goals and results of the policy in the

Board, Executive Committee

past year

•

Note 2.2 (Diversity, Equity & Inclusion)

130

to the Sustainability Statements

Insofar as applicable, and to the extent relevant, the information referred to in the Decree implementing Article 10 of the Takeover Directive can be found in the following sections of the Annual Report:

Information on:

AR section reference / title

AR page

reference

➢ the capital structure, the (non-)existence of different

•

Chapter 8. Information on the IMCD

71

types of shares and the associated rights and

Share

obligations and the percentage of the issued capital

•

Paragraph 12.6 Shareholders and

104

represented by each type

their rights

•

Note 46 (Shareholders' equity) to the

270

financial statements

  1. This statement is published electronically and available for download in theCorporate Governance sectionon IMCD's website.
  2. As published on March 1st, 2024, and available for download in the Reports & presentations sectionon IMCD's website.
  3. As published at www.commissiecorporategovernance.nl.

➢ any restriction on the transfer of shares or share

•

Paragraph 12.6 Shareholders and

104

certificates issued with the cooperation of the

their rights

company

➢ limitation on voting rights, terms for the exercise of

•

Paragraph 12.6 Shareholders and

104

voting rights and the issuance, with the cooperation of

their rights

the company, of depositary receipts for shares

➢ the rules for appointing and replacing members of the

•

Paragraph 12.2 Management Board

97

Management Board and Supervisory Board

•

Paragraph 12.4 Supervisory Board

102

➢ the rules for amending the Company's articles of

•

Paragraph 12.6. Shareholders and

104

association

their rights

➢ the powers of the management board to issue or

•

Paragraph 12.6. Shareholders and

104

repurchase shares in IMCD

their rights

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IMCD NV published this content on 29 February 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2024 11:12:46 UTC.