Ekopak NvEURONEXT: EKOP

Corporate Governance charter (Ekopak Corporate governance charter 022026)

· Issued by Ekopak NV


Ekopak NV

Corporate Governance Charter

Approved by the Board of Directors of Ekopak NV on 23 March 2021.

Last amended and approved by the Board of Directors on 26 February 2026.



Table of content

  1. INTRODUCTION 6

  2. STRUCTURE AND ORGANISATION 6

    1. REGISTERED OFFICE 6

    2. INCORPORATION DATE 7

    3. DURATION 7

    4. LEGAL FORM, APPLICABLE LAW 7

    5. LISTING 7

    6. MAIN GOVERNANCE STRUCTURE 7

    7. E-MAIL ADDRESS 8

    8. WEBSITE 8

  3. SHAREHOLDERS' STRUCTURE 8

    1. IDENTITY OF THE SIGNIFICANT SHAREHOLDERS OF THE COMPANY 8

    2. TRANSFER RESTRICTIONS 8

    3. FORM OF SHARES 8

    4. SHAREHOLDERS' RIGHTS 9

      1. SHARES 9

      2. GENERAL SHAREHOLDERS' MEETING 9

      3. RIGHTS TO DIVIDENDS 12

        1. DIVIDEND POLICY 12

        2. INTERIM DIVIDENDS 12

    5. COMMUNICATION WITH SHAREHOLDERS 12

  4. BOARD: TERMS OF REFERENCE 12

    1. ROLE, RESPONSIBILITIES AND AUTHORITY 13

      1. ROLE 13

      2. RESPONSIBILITIES 13

      3. ACCESS TO MANAGEMENT 14

    2. COMPOSITION, NOMINATION PROCEDURE AND INDUCTION 15

      1. COMPOSITION OF THE BOARD 15

      2. BINDING NOMINATION RIGHT 15

      3. NOMINATION PROCEDURE 17

      4. DIRECTOR QUALIFICATIONS 18

      5. TERM LIMITS 18

      6. DIRECTOR INDUCTION 18

    3. ORGANISATION 19

      1. BOARD MEETINGS 19

      2. AGENDA ITEMS FOR BOARD MEETINGS 20

      3. MINUTES 20

      4. CONFLICTS OF INTEREST 20

    4. REPRESENTATION OF THE COMPANY BY ITS DIRECTORS 20

    5. EVALUATION OF THE BOARD 20

    6. DIRECTOR REMUNERATION 21

    7. NO DIRECT INTERVENTIONS IN OPERATIONS OF THE COMPANY 22

    8. DUTY OF CONFIDENTIALITY 22

    9. BOARD INTERACTION WITH INSTITUTIONAL INVESTORS, ANALYSTS, MEDIA, CUSTOMERS AND MEMBERS OF THE PUBLIC 22

    10. CORPORATE GOVERNANCE IN THE ANNUAL REPORT 22

  5. CHAIR OF THE BOARD 23

  6. SECRETARY OF THE BOARD 23

  7. COMMITTEES OF THE BOARD 24

    1. ROLE 24

    2. COMMITTEES - TERMS OF REFERENCE 24

  8. EXECUTIVE COMMITTEE ("EXCO") 24

  9. RULES PREVENTING MARKET ABUSE 25

  10. MISCELLANEOUS 25

    1. CHANGES TO THE CORPORATE GOVERNANCE CHARTER 25

    2. PRIORITY 25

    3. GOVERNING LAW AND JURISDICTION 26

Schedule A. INDEPENDENCE STANDARDS 27

Schedule B. ROLE AND RESPONSIBILITIES OF THE CHAIR OF THE BOARD 29

  1. ROLE 29

  2. RESPONSIBILITIES 29

Schedule C. EXECUTIVE COMMITTEE - TERMS OF REFERENCE (INCLUDING SUPERVISION OF THE EXECUTIVE MANAGEMENT TEAM) 30

  1. INTRODUCTION 30

  2. ROLE 30

  3. RESPONSIBILITIES 31

  4. COMPOSITION AND APPOINTMENT OF THE MEMBERS 31

  5. APPOINTMENT, DURATION AND DISMISSAL 31

  6. ORGANISATION OF THE EXECUTIVE COMMITTEE 31

    1. DIVISION OF TASKS 31

    2. MEETING SCHEDULE, AGENDA AND NOTICE 32

    3. QUORUM 32

    4. MINUTES 33

    5. CONFLICTS OF INTEREST 33

    6. REPRESENTATION 33

    7. REMUNERATION 33

    8. DISCLOSURE OF REMUNERATION 34

    9. ACCESS TO ADVISORS 34

    10. INTERACTION BETWEEN BOARD MEMBERS AND THE EXECUTIVE COMMITTEE 34

    11. DUTY OF CONFIDENTIALITY 35

    12. DISCHARGE 35

  7. EVALUATION 35

  8. ROLE AND RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE 35

Schedule D. REMUNERATION AND NOMINATION COMMITTEE - TERMS OF REFERENCE 36

  1. INTRODUCTION 36

  2. ROLE 36

  3. RESPONSIBILITIES 36

  4. COMPOSITION 37

  5. CHAIR 38

  6. MEETINGS 38

  7. ATTENDANCE 38

  8. CONSENSUS DECISIONS 39

  9. OBJECTIVITY 39

  10. REPORTING AND EVALUATION 39

Schedule E. AUDIT COMMITTEE - TERMS OF REFERENCE 40

  1. INTRODUCTION 40

  2. ROLE 40

  3. RESPONSIBILITIES 40

  4. COMPOSITION 42

  5. CHAIR 42

  6. MEETINGS 42

  7. ATTENDANCE 43

  8. CONSENSUS DECISIONS 43

  9. OBJECTIVITY 43

  10. ACCESS 43

  11. REPORTING AND EVALUATION 43

  12. LIMITATION OF THE AUDIT COMMITTEE'S ROLE 44

Schedule F. CONFLICTS OF INTERESTS 45

  1. GENERAL 45

  2. CONFLICTS OF INTEREST IN RELATION TO DIRECTORS 45

  3. ADDITIONAL FUNCTIONAL CONFLICT OF INTEREST RULES IN RELATION TO THE DIRECTORS AND MEMBERS OF THE EXECUTIVE COMMITTEE AND EXECUTIVE MANAGEMENT TEAM 46

  4. CORPORATE OPPORTUNITIES 47

  5. CONFLICTS OF INTEREST IN RELATION TO RELATED PARTIES 47

Schedule G. DEALING CODE 49