Nyrstar : 2023 Corporate Governance Statement

Corporate Governance Statement

Nyrstar NV ("Nyrstar" or the "Company") has prepared this Corporate Governance Statement in accordance with the Belgian Code on Corporate Governance of 9 May 2019 (the "Belgian Code on Corporate Governance") for this reporting year, ending on 31 December 2023.

This Corporate Governance Statement is included in the Company's report of the Board of Directors on the statutory accounts for the financial year ended on 31 December 2023 in accordance with article 3:6 §2 of the Belgian Code of Companies and Association.

Corporate Governance Charter

The Company adopted a Corporate Governance Charter in accordance with the Belgian Code on Corporate Governance, considering all circumstances, including the current operations of the Company and the Company's holding company status following the implementation of the restructuring that was announced by the Company on 15 April 2019 and completed on 31 July 2019 (the "Restructuring") and the fact that the extraordinary shareholders meeting of the Company, on 9 December 2019, disapproved the continuation of the activities of the Company (the "9 December 2019 Resolution") and the various proceedings in which the Company is currently involved. The Company applies the ten corporate governance principles contained in the Belgian Code on Corporate Governance. The Company also complies with the corporate governance provisions set forth in the Belgian Code on Corporate Governance, except as explained below. The Board of Directors intends to continuously review the provisions set forth in the Belgian Code on Corporate Governance in order to ensure that any deviations continue to be justified in the Company's circumstances.

In 2019, following the Restructuring, all members of the Management Committee, including the CEO, left, the Management Committee was dissolved and the Company ceased to have any employees. In light of the current operations of the Company, related to its functioning as a holding company and the various proceedings in which the Company is currently involved, and taking into account the 9 December 2019 Resolution, the Board of Directors believes that there are currently no management or executive functions to be performed within Nyrstar by a CEO, Management Committee, executive management or employee and therefore deems it in the Company's best interest to continue operations and not to search and add a new CEO nor any other member of the Management Committee or executive management or employee (see also below). To the extent the absence of a CEO, Management Committee, executive management and/or any employee constitutes a deviation from any provision of the Belgian Code on Corporate Governance, such as provisions 2.3, 2.5, 2.6, 2.9, 2.10, 2.11, 2.12, 2.14, 2.19 to 2.24, 3.14, 3.16, 3.20, 4.6, 4.12, 4.18, 4.21, 4.23, 5.1, 7.9 to 7.12 to the extent these provisions refer to executive management or the CEO, this is explained by the elements set out in this paragraph. This also explains the absence of a code of conduct which existed until 2019, which can be considered as a deviation from provision 2.18, all while the Board performs its activities and the Company's business objectives according to the strictest ethical standards and principles.

In addition, in deviation of provision 4.14 of the Belgian Code on Corporate Governance, the Company no longer has an independent internal audit function. This deviation is explained by the current operations and circumstances of the Company, as described above. The audit committee monitors the need for the creation of an independent internal audit function and, where appropriate, will call upon external persons to conduct specific internal audit assignments and will inform the Board of Directors of their outcome.

Further, pursuant to provision 7.6 of the Belgian Code on Corporate Governance, a non-executive board member should receive part of his or her remuneration in the form of shares in the Company. Considering the 9 December 2019 Resolution and the other circumstances of the Company, the Company deviates from this provision.

The Corporate Governance Charter describes the main aspects of the corporate governance of the Company including its governance structure, the terms of reference of the Board of Directors and its Committees and other important topics.

What constitutes good corporate governance will evolve with the changing circumstances of a company and with the standards of corporate governance globally and must be tailored to meet those changing circumstances. The Board of Directors intends to update the Corporate Governance Charter as often as required to reflect changes to the Company's corporate governance. In light of the applicability of the Belgian Code on Corporate Governance as of 1 January 2020, the current operations of the Company, the Company's holding company status and the 9 December 2019 Resolution, the Company has reviewed its Corporate Governance Charter during 2020. The Corporate Governance Charter is available on the Company's website at www.nyrstarnv.be. The Board of Directors approved the initial charter on 5 October 2007. There were updated versions approved on several occasions. The current version was approved by the Board

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of Directors on 3 December 2020. A copy of the Belgian Code on Corporate Governance can be found on www.corporategovernancecommittee.be.

Code of Business Conduct

Nyrstar adopted a code of business conduct for all of Nyrstar's personnel and sites which was applied until the completion of the Restructuring. Post completion of the Restructuring and the exercise of the put option that the Company had in relation to its entire 2% shareholding in NN2 NewCo Limited, which holds the former Nyrstar operational group, entitling it to sell such 2% to Nyrstar Holdings Plc for a fixed amount of EUR 20 million (the "Put Option"). The Put Option was exercised on 28 July 2022 and since this date, the Company has no such work force or sites and has no interest in the operating group of companies. As such, as at the date of this Corporate Governance Statement and the Company's previous Corporate Governance Statement for the financial year ending on 31 December 2022, the code of business conduct is no longer applied by the Company.

Board of Directors and Management Committee

Board of Directors

The table below gives an overview of the current members of the Company's Board of Directors and their terms of office:

Martyn Konig, Non-Executive Chairman, was appointed chairman in April 2016. Between 18 January 2019 and 31 July 2019, Mr Konig did not qualify as independent director pursuant to article 526ter of the Belgian Companies Code because of his executive role within the Company. He is also non-executive director of Euromax Resources Ltd (since May 2012). From June 2015 to July 2023, Mr Konig was a consultant advisor to T Wealth Management SA, which has been separate from Galena Asset Management (a Trafigura affiliate) since June 2015. Previously, from 2008, he was Executive Chairman and President of European Goldfields until its friendly takeover by Eldorado Gold Corp for US$ 2.5 billion in 2012. He has also been a main board director of NM Rothschild and Sons Ltd. for 15 years and held senior positions at Goldman Sachs and UBS. Mr. Konig is a barrister and also a Fellow of the Chartered Institute of Bankers.

Carole Cable, Non-Executive Director, is currently a Partner of the Brunswick Group, an international communications firm, where she is the Joint Head of the energy and resources practice specialising in the metals and mining sector. Prior to her current position, she worked at Credit Suisse and JPMorgan where she was a Mining Analyst and then moved into institutional equity sales covering the global mining sector as well as Asia ex Japan. Before that, she worked for an Australian listed mining company. She is a Member of the Audit Committee, and the Nomination and Remuneration Committee. Ms. Cable is the Chair of Women in Mining UK (until April 2024) and a non-executive director of CQS Natural Resources Growth and Income plc.

Anne Fahy, Non-Executive Director, formerly sat on the board of SThree Plc and was the chair of its Audit Committee. Furthermore, she previously sat on the Board and chaired the Audit and Risk Committee of Coats Group Plc. She is also a Trustee of Save the Children. Previously, she was chief financial officer of BP's Aviation Fuels business, having worked in a variety of finance and finance-related roles in her 27 years at BP. She is the Chair of the Audit Committee and Member of the Nomination and Remuneration Committee. She is a Fellow of the Institute of Chartered Accountants in Ireland and worked at KPMG in Ireland and Australia prior to joining BP in 1988. She

holds a Bachelor of Commerce from the University College Galway, Ireland.

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Jane Moriarty, Non-Executive Director, currently sits on the Boards of The Quarto Group Inc, where she is the Senior Independent Director, Audit Chair and Remuneration Chair; NG Bailey Group Limited where she is Audit and Risk Chair, Mitchells & Butlers plc where she is Senior Independent Director and Audit Chair; Tennants Consolidated Limited where she is Audit and Risk Chair and Babcock International Group plc. She was previously a senior Restructuring partner with KPMG LLP in the UK where she worked for 29 years. She is a Member of the Audit Committee and Chair of the Nomination and Remuneration Committee. She is a Fellow of the Institute of Chartered Accountants in Ireland and holds a Bachelor of Business Studies from Trinity College Dublin.

Marc Taeymans, Non-Executive Director, has a career of almost 30 years with listed companies operating in an international context (Fortis, BNP Paribas, Barco and Generale Bank). From 2013 to 2018, he was a director at the Institute of Company Lawyers. He has also been an accredited mediator in civil and commercial matters since 2005. He was appointed to the Company's Board on 27 June 2023 and is a member of the Audit Committee and Nomination and Remuneration Committee. Mr. Taeymans holds law degrees from KU Leuven and the University of Virginia.

The business address of each of the Directors is for the purpose of their directors' mandate, Zinkstraat 1, 2490 Balen, Belgium.

Company Secretary

Anthony Simms, Head of Legal and External Affairs for the Company, was appointed Company Secretary to the Company effective 6 November 2019.

The Company Secretary advises the Board on all governance matters and reports to the Board on how procedures are complied with and whether the Board acts in accordance with its statutory obligations and its obligations under the Articles of Association. The role of the Company Secretary includes ensuring, under the discretion of the Chairman, good information flow within the Board and its Committees and between management and directors, as well as facilitating induction and assisting with professional development as required. He or she also assists the Chairman in the logistics associated with the affairs of the Board (information, agenda, etc.). Individual directors have direct access to the Company Secretary.

The Board is responsible for appointing and dismissing the Company Secretary. It oversees that the person appointed as the Company Secretary has the necessary skills and knowledge of corporate governance matters.

Management Committee

In 2019, following the Restructuring, all members of the Management Committee, including the CEO, left, the Management Committee was dissolved and the Company ceased to have any employees. Since the completion of the Restructuring, the Company has utilised the services of management consultants. Under the terms of the deed for the sale by the Company of assets and shares to NN2 Newco Limited that was executed as part of the Restructuring (the "Sale Deed"), certain limited executive services were also provided to the Company by NN2 Newco Limited until 28 July 2022 when the Put Option was exercised. These limited executive services were provided to the Company at no charge and included certain finance, tax, corporate counsel, IT and administration services. Since the exercise of the Put Option, these limited executive services have been provided to the Company through consultancy agreements.

General Information on Directors

No Director has:

1. any convictions in relation to fraudulent offences or any offences involving dishonesty;
2. except in the case of compulsory liquidations, at any time in the previous five years, been associated with any bankruptcy, receivership or liquidation of any entity in which such person acted in the capacity of a member of an administrative, management or supervisory body or senior manager:
3. been declared bankrupt or has entered into an individual voluntary arrangement to surrender his or her estate;
4. been a director with an executive function of any company at the time of, or within twelve months preceding, any receivership, compulsory liquidation, creditors' voluntary liquidation, administration, company voluntary arrangement or any composition or

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arrangement with that company's creditors generally or with any class of its creditors except for the arrangement with the Company's creditors in the framework of the Nyrstar Group which was completed on 31 July 2019;

1. been a partner in a partnership at a time of, or within twelve months preceding, any compulsory liquidation, administration or voluntary arrangement of such partnership;
2. been a partner in a partnership at the time of, or within twelve months preceding, a receivership of any assets of such partnership; or
3. had any of his or her assets subject to receivership; or
4. received any sanctions by any statutory or regulatory authorities (including designated professional bodies) or ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company.

Other Mandates

Other than set out in the table below, no Director has, at any time in the previous five years been a member of the administrative, management or supervisory body or partner of any companies or partnerships. Over the five years preceding the date of this report the Directors hold or have held in addition to their function within Nyrstar, the following main directorships or memberships of administrative, management or supervisory bodies and/or partnerships:

1. Interserve Plc was placed into administration in March 2019 whereby its business and assets (i.e. the entire group) were sold to a newly-incorporated company, to be owned by the then existing lenders to the group.

Board of Directors

The Company has opted for a "one-tier" governance structure whereby the Board of Directors is the ultimate decision-making body, with the overall responsibility for the management and control of the Company, and is authorised to carry out all actions that are considered

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necessary or useful to achieve the Company's purpose. The Board of Directors has all powers except for those reserved to the shareholders' meeting by law or the Company's articles of association. At least once every five years, the Board of Directors is to review whether the chosen governance structure is still appropriate, and if not, it should propose a new governance structure to the general shareholders' meeting. The Company reviewed its governance structure during 2020 to ensure that it continues to comply with the Belgian Code on Corporate Governance, which applies compulsorily to reporting years beginning on or after 1 January 2020. Given the holding company status since the Restructuring, the exercise of the Put Option and the 9 December 2019 Resolution, a one-tier structure is assessed to be sufficient.

Pursuant to Section 1.1 of the Company's Corporate Governance Charter, the role of the Board of Directors is to pursue the success of the Company by providing leadership and enabling risks to be assessed and managed.

The Board of Directors is assisted by a number of committees to analyse specific issues. The committees advise the Board of Directors on these issues, but the decision-making remains with the Board of Directors as a whole, with the exception:

• as of 25 January 2023, of the Special Committee for the ongoing FSMA proceedings which has the exclusive power (i) to decide at internal level and (ii) to represent the Company at external level, in respect of the FSMA sanction proceedings and investigation (only, and limited to the time of these proceedings and investigation), and received a special proxy ("bijzondere volmacht") from the Board to that end; and
• as of 10 April 2024, of the Special Committee for the proceeding on the merits before the Antwerp Enterprise Court (Turnhout division), which has the exclusive power (i) to decide at internal level and (ii) to represent the Company at external level, in respect of the proceedings on the merits (including any appeals procedures) (only, and limited to the time of these proceedings and interim measures requested and/or granted in the framework thereof), and received a special proxy ("bijzondere volmacht") from the Board to that end.

(see also "-Committees of the Board of Directors" below).

Pursuant to the Company's articles of association and the Belgian Code of Companies and Associations, the Board of Directors must consist of at least three directors. The Company's Corporate Governance Charter provides that the composition of the Board of Directors should ensure that decisions are made in the corporate interest. It should be determined on the basis of diversity, as well as complementary skills, experience and knowledge. Pursuant to the Belgian Code on Corporate Governance, at least half of the directors must be non-executive and at least three directors must be independent in accordance with the criteria set out in the Belgian Code on Corporate Governance. Pursuant to the Belgian Code of Companies and Associations, at least one third of the members of the Board of Directors must be of the opposite gender, where the minimum number required is rounded to the nearest whole number. Such provisions are complied with.

The directors are appointed for a term of no more than four years by the general shareholders' meeting. They may be re-elected for a new term. Proposals by the Board of Directors for the appointment or re-election of any director must be based on a recommendation by the Nomination and Remuneration Committee. In the event the office of a director becomes vacant, the remaining directors can appoint a successor temporarily filling the vacancy until the next general shareholders' meeting. The shareholders' meeting can dismiss the directors at any time.

The Board of Directors elects a chair from among its non-executive members on the basis of his or her knowledge, skills, experience and mediation strength. The chair is responsible for the leadership and the proper and efficient functioning of the Board of Directors.

The Board of Directors meets whenever the interests of the Company so require or at the request of one or more directors. In principle, the Board of Directors will meet sufficiently regularly and at least six times per year. Given the exceptional circumstances the Company has faced in 2023, related to the various letters sent by minority shareholders, preparations of the shareholders meetings, proceedings and investigations in which the Company is currently involved, the Board has needed to meet more regularly. The decisions of the Board of Directors are made by a simple majority of the votes cast. The chair of the Board of Directors has a casting vote. In 2023, the Chairman at no time used his casting vote and all decisions of the Board were taken unanimously.

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During 2023, 11 formal meetings of the Board of Directors were held. Before such meetings, the Chair of the Board, assisted by the Company Secretary, ensures that Board members are provided with accurate, concise, timely and clear information before the meetings and, where necessary, between meetings so that they can make a knowledgeable and informed contribution to Board discussions.

Committees of the Board of Directors

The Board of Directors has set up an Audit Committee and a Nomination and Remuneration Committee, which are compliant with the Belgian Code on Corporate Governance. Additionally, the Board of Directors has set up a Special Committee for the ongoing FSMA proceedings on 25 January 2023, and a Special Committee for the proceedings on the merits before the Antwerp Enterprise Court (Turnhout division) on 10 April 2024.

Audit Committee

The Audit Committee consists of at least three directors. All members of the Audit Committee are non-executive directors. All members of the Audit Committee must be non-executive directors, and at least one member must be independent within the meaning of the Belgian Code on Corporate Governance. The current members of the Audit Committee are Anne Fahy (Chairman), Jane Moriarty, Carole Cable and Marc Taeymans. The current composition of the Audit Committee complies with the Belgian Code of Companies and Associations and the Belgian Code on Corporate Governance.

The members of the Audit Committee have a collective competence in the business activities of the Company as well as accounting, auditing and finance. The current Chair of the Audit Committee is competent in accounting and auditing as evidenced by her previous role as Chief Financial Officer of BP's Aviation Fuels business. According to the Board of Directors, the other members of the Audit Committee also satisfy this requirement, as evidenced by the different senior management and director mandates that they have held in the past and currently hold (see also "-Othermandates").

The assignments of the Audit Committee can vary according to the circumstances. However, the Audit Committee mainly has the following duties (article 7:99 §4 BCCA):

• informing the Board of the result of the audit of the annual accounts of the Company and explain how the audit has contributed to the integrity of the financial reporting and what role the Audit Committee played in that process;
• monitoring the financial overall reporting process and submit recommendations or proposals to ensure its integrity;
• monitoring the effectiveness of the Company's overall internal control processes and risk management systems;
• monitoring the statutory audit of the annual accounts, including follow-up on questions and recommendations made by the statutory auditor;
• reviewing and monitoring the independence of the statutory auditor, in particular, if applicable, regarding the provision of additional non-audit services to the Company; and
• be responsible for the procedure for the selection of the statutory auditor in accordance with the law and make a motivated recommendation to the Board as to the nomination or renewal of the mandate of the statutory auditor.

In the area of financial and accounting information,

• the Audit Committee monitors the integrity of the financial information provided by Nyrstar, in particular by reviewing the relevance and consistency of the accounting standards used by Nyrstar; it must inform the Board of the outcome of the audit of the statutory accounts, and explain in what way the audit of aforementioned accounts have contributed to the integrity of the financial overall reporting and what the role of the Audit Committee was in this process;
• more particularly the Audit Committee verifies the quality and reliability of Nyrstar's half-yearly and yearly accounts submitted to the Board. It reviews management's certification process on half-yearly and yearly

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accounts. It ensures that the documents are a true reflection of business progress, that they have been drawn up in accordance with legal requirements, and provide a response to the demands of the Financial Services and Markets Authority ("FSMA") or of any other authority to which Nyrstar is subject as a listed company;

• in the event of significant and unusual transactions where the accounting treatment may be open to different approaches, the management informs the Audit Committee of the methods used and their justification;
• the Committee discusses significant financial reporting issues, if any, with both management and the statutory auditor; and
• it reviews the additional report which the statutory auditor must submit to the Audit Committee in accordance with article 11 of Regulation EU 537/2014 and the applicable Belgian legislation.

In the area of auditing and control,

• the Audit Committee is responsible for the selection procedure of the statutory auditor in accordance with the applicable laws and regulations and makes recommendation to the Board relating to the appointment and remuneration of the statutory auditor, to be further submitted by the Board to the Shareholders' Meeting;
• it examines together with the statutory auditor the range and scope of the audit performed. The Audit Committee examines the results of the external audit, as well as the reports issued by the statutory auditor to shareholders;
• it monitors the statutory auditor's independence, and in particular that neither the Auditor(s) nor the companies with which he or she (they) is (are) associated carry out any activity for Nyrstar other than external audit services or other audit related and/or other permitted services, within the applicable limits; it examines on a regular basis, a report from the statutory auditor describing all relationships between the statutory auditor and Nyrstar; and
• on a regular basis, the Audit Committee examines the additional fees charged by the statutory auditor to Nyrstar in excess of the fees approved by the Shareholders' Meeting as well as fees charged for non-audit or audit- related services, within the applicable limits, to be disclosed in Nyrstar's annual report; according to article 3:64
  § 4 BCCA, it approves, as the case may be, the duties and fees of the statutory auditor when these fees exceed the annual fees approved by the Shareholders' Meeting as well as the fees for permitted audit-related and non- audit services in accordance with the relevant regulations and policies.

In the area of appreciation of risk and risk management,

• the Audit Committee monitors the overall risk management processes of the Company;
• the Audit Committee evaluates management's determination of areas where risk could significantly affect
  Nyrstar's financial situation and reputation;
• it revaluates on a regular basis that:
• 1. the procedures in place allow effectively high risks to be identified and their potential impact to be estimated;
  2. preventive or risk transfer measures limit the consequences in an acceptable fashion; and
  3. specific arrangements are in place which the staff of the company may use, in confidence, to raise concerns about possible improprieties in financial reporting or other matters;
• it reviews the statements included in the annual report on risk management.

When new legislation is envisaged which could have considerable effects on the accounts of Nyrstar, its financial situation or its income in the short or long-term, the Audit Committee is informed of the implementation and impact of these, and also of implementation measures approved by management. If required, it draws up recommendations in this regard to the Board.

As soon as possible after a meeting of the Audit Committee, the Chair of the Audit Committee presents the findings and recommendations of the meeting to all members of the Board of Directors.

In principle, the Audit Committee meets as frequently as necessary for the efficiency of the operation of the Audit Committee, but at least two times a year. At least once a year, the Audit Committee should meet the external auditors to discuss matters concerning the internal rules and any matters arising from the audit process. As set out below, the Audit Committee has met the external auditors at least twice 7

in 2023. The members of the Audit Committee must have full access to the Chief Financial Officer to whom they may require access in order to carry out their responsibilities. Following the completion of the Restructuring on 31 July 2019, in view of its circumstances, including the current operations of the Company and the Company's holding company status, the Company ceased to have an internal audit function.

During 2023, three Audit Committee meetings were held.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of at least three directors. All members of the Nomination and Remuneration Committee are non-executive directors. In line with the Belgian Code of Companies and Associations, the Nomination and Remuneration Committee consists of a majority of independent, non-executive directors. The Nomination and Remuneration Committee is chaired by the Chairman of the Board of Directors or another non-executive director appointed by the committee. The following directors are currently members of the Nomination and Remuneration Committee: Jane Moriarty (Chair), Carole Cable, Anne Fahy and Marc Taeymans. Pursuant to the Code of Companies and Associations, the Nomination and Remuneration Committee must have the necessary expertise on remuneration policy, which is evidenced by the experience and previous roles of its current members.

The role of the Nomination and Remuneration Committee is to make recommendations to the Board of Directors with regard to the appointment of directors and executive management and to make proposals to the Board on the remuneration policy for directors and executive management.

Pursuant to the Restructuring, the 9 December 2019 Resolution and the fact that the Company no longer has an Executive Management nor any employees, the Nomination and Remuneration Committee does not currently undertake any activities with regards to members of executive management of the Company. Furthermore, the Nomination and Remuneration Committee does not currently undertake any activities with regards to ensuring that appropriate talent development and leadership diversity programmes are in place within the Company.

In principle, the Nomination and Remuneration Committee meets as frequently as necessary for the efficiency of the operation of the committee, but at least once a year.

During 2023, three Nomination and Remuneration Committee meetings were held.

Special Committee for the FSMA proceedings

On 25 January 2023, the Board of Directors unanimously resolved to approve to adopt a governance structure for the management of and representation as to the FSMA investigation and proceedings which would consist of a Special Committee comprising of one independent director that was not in office on 30 October 2018 (i.e. Ms. Moriarty) and the Company's two consultant managers (i.e. Mr Roman Matej (CFO) and Mr Anthony Simms (Head of External Affairs and Legal)) to facilitate the production of historical and factual information and documents. Following the appointment of Mr. Taeymans to the Board on 27 June 2023, he was also appointed by the Board of Directors as a member of the Special Committee for the FSMA proceedings.

The Board of Directors unanimously resolved to approve that the Special Committee would have the exclusive power (i) to decide at internal level and (ii) to represent the Company at external level, in respect of the FSMA sanction proceedings and investigation (only, and limited to the time of these proceedings and investigation), and would receive a special proxy ("bijzondere volmacht") from the Board to that end.

Further, the Board of Directors unanimously resolved to approve that the Special Committee would:

• (i) not report to the Board and (ii) would not solicit its prior approval nor submit draft documents for its review;
• have the right to ask questions to / request documents from the non-involved directors insofar (i) necessary for the Company's defence and (ii) related to fact-checking only;
• have the capacity to engage expert consultants and legal counsel deemed necessary by the Special Committee for the management of the FSMA investigation and approve the payment of related costs and expenses; and

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• act with unanimity and record minutes to be included in a minute register.

Special Committee for the proceedings on the merits

On 10 April 2024, the Board of Directors unanimously resolved to approve to adopt a governance structure for the management of and representation of the Company as to the proceedings on the merits against (amongst others) the Company and some of its directors following a summons before the Antwerp Enterprise Court (Turnhout division) by a group of shareholders of the Company dd. 29 May 2020, which would consist of a Special Committee comprising of one independent director that was not in office on 31 July 2019 (i.e. Mr. Taeymans) and the Company's two consultant managers (i.e. Mr Roman Matej (CFO) and Mr Anthony Simms (Head of External Affairs and Legal)) to facilitate the production of historical and factual information and documents.

The Board of Directors unanimously resolved to approve that the Special Committee would have the exclusive power (i) to decide at internal level and (ii) to represent the Company at external level, in respect of the proceedings on the merits (including any appeals procedures) (only, and limited to the time of these proceedings and interim measures requested and/or granted in the framework thereof), and would receive a special proxy ("bijzondere volmacht") from the Board to that end.

Further, the Board of Directors unanimously resolved to approve that the Special Committee would:

• (i) not report to the Board of Directors and (ii) would not solicit its prior approval nor submit draft documents for its review;
• have the right to ask questions / to request documents from the non-involved directors insofar (i) necessary for the Company's defence and (ii) related to fact-checking only;
• have the capacity to engage expert consultants and legal counsel deemed necessary by the Special Committee and approve the payment of related costs and expenses;
• act with unanimity, it being understood that the approval of two (respectively one) committee member(s) suffices for any decision to be validly taken by the Special Committee in the absence of the third (respectively second) committee member (for whatever reason); and
• record minutes to be included in a minute register.

Activity Report and Attendance at Board and Committee Meetings during 2023

The table summarises the attendance of meetings of the Board of Directors and the respective committees of the Board of Directors by their members in person or by conference call during 2023.

(1) Since Mr. Taeymans' appointment on 27 June 2023.

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The topics discussed at the Board and Committee Meetings are in line with the role and responsibilities of the Board and its Committees as set out in the Corporate Governance Charter, which in 2023, were mainly related to the various letters sent by minority shareholders, preparations of the shareholders meetings, proceedings and investigations in which the Company is currently involved, the preparation of the Company's general shareholders' meetings, including the (re-)appointment of directors and the Statutory Auditor, and financial information.

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Independent Directors

A director will only qualify as an independent director if he or she meets at least the criteria set out in the Belgian Code on Corporate Governance and to the extent that the Board of Directors has no indication of any element that could cast doubt on the director's independence. In case of doubt, the Board of Directors explains such indication(s) when it submits the candidature of an independent director to the general meeting and sets out the reasons why it assumes that the candidate is indeed independent.

The Belgian Corporate Governance Code states that an independent director must fulfil the following conditions:

• Not be an executive, or exercising a function as a person entrusted with the daily management of the company or a related company or person, and not have been in such a position for the previous three years before their appointment. Alternatively, no longer enjoying stock options of the company related to this position;
• Not have served for a total term of more than twelve years as a non-executive board member;
• Not be an employee of the senior management (as defined in article 19,2° of the law of 20 September 1948 regarding the organisation of the business industry) of the company or a related company or person, and not have been in such a position for the previous three years before their appointment. Alternatively, no longer enjoying stock options of the company related to this position;
• Not be receiving, or having received during their mandate or for a period of three years prior to their appointment, any significant remuneration or any other significant advantage of a patrimonial nature from the company or a related company or person, apart from any fee they receive or have received as a non-executive board member;
• (a) Not hold shares, either directly or indirectly, either alone or in concert, representing globally one tenth or more of the company's capital or one tenth or more of the voting rights in the company at the moment of appointment; (b) Not having been nominated, in any circumstances, by a shareholder fulfilling the conditions covered under (a);
• Not maintain, nor have maintained in the past year before their appointment, a significant business relationship with the company or a related company or person, either directly or as partner, shareholder, board member, member of the senior management (as defined in article 19,2° of the law of 20 September 1948 regarding the organisation of the business industry) of a company or person who maintains such a relationship;
• Not be or have been within the last three years before their appointment, a partner or member of the audit team of the company or person who is, or has been within the last three years before their appointment, the external auditor of the company or a related company or person;
• Not be an executive of another company in which an executive of the company is a non-executive board member, and not have other significant links with executive board members of the company through involvement in other companies or bodies;
• Not have, in the company or a related company or person, a spouse, legal partner or close family member to the second degree, exercising a function as board member or executive or person entrusted with the daily management or employee of the senior management (as defined in article 19,2° of the law of 20 September 1948 regarding the organisation of the business industry), or falling in one of the other cases referred to above, and as far as the second bullet is concerned, up to three years after the date on which the relevant relative has terminated their last term..

The resolution appointing the director mentions the reasons on the basis of which the capacity of independent director is granted.

The Company discloses in its annual report which directors are independent directors. An independent director who ceases to satisfy the requirements of independence must immediately inform the Board of Directors.

Jane Moriarty, Carole Cable, Anne Fahy and Marc Taeymans are independent directors, and Martyn Konig has ceased to have that role since he has taken on the executive Chairman role in the run-up to the Restructuring.

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