Ekopak NvEURONEXT: EKOP

Corporate Governance charter (Ekopak Corporate governance charter febr. 2026)

· 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 7

  2. STRUCTURE AND ORGANISATION 7

    1. REGISTERED OFFICE 7

    2. INCORPORATION DATE 8

    3. DURATION 8

    4. LEGAL FORM, APPLICABLE LAW 8

    5. LISTING 8

    6. MAIN GOVERNANCE STRUCTURE 8

    7. E-MAIL ADDRESS 9

    8. WEBSITE 9

  3. SHAREHOLDERS' STRUCTURE 9

    1. IDENTITY OF THE SIGNIFICANT SHAREHOLDERS OF THE COMPANY 9

    2. TRANSFER RESTRICTIONS 9

    3. FORM OF SHARES 9

    4. SHAREHOLDERS' RIGHTS 10

      1. SHARES 10

      2. GENERAL SHAREHOLDERS' MEETING 10

      3. RIGHTS TO DIVIDENDS 13

        1. DIVIDEND POLICY 13

        2. INTERIM DIVIDENDS 13

    5. COMMUNICATION WITH SHAREHOLDERS 13

  4. BOARD: TERMS OF REFERENCE 13

    1. ROLE, RESPONSIBILITIES AND AUTHORITY 14

      1. ROLE 14

      2. RESPONSIBILITIES 14

      3. ACCESS TO MANAGEMENT 15

    2. COMPOSITION, NOMINATION PROCEDURE AND INDUCTION 16

      1. COMPOSITION OF THE BOARD 16

      2. BINDING NOMINATION RIGHT 16

      3. NOMINATION PROCEDURE 18

      4. DIRECTOR QUALIFICATIONS 19

      5. TERM LIMITS 19

      6. DIRECTOR INDUCTION 19

    3. ORGANISATION 20

      1. BOARD MEETINGS 20

      2. AGENDA ITEMS FOR BOARD MEETINGS 21

      3. MINUTES 21

      4. CONFLICTS OF INTEREST 21

    4. REPRESENTATION OF THE COMPANY BY ITS DIRECTORS 21

    5. EVALUATION OF THE BOARD 21

    6. DIRECTOR REMUNERATION 22

    7. NO DIRECT INTERVENTIONS IN OPERATIONS OF THE COMPANY 23

    8. DUTY OF CONFIDENTIALITY 23

    9. BOARD INTERACTION WITH INSTITUTIONAL INVESTORS, ANALYSTS, MEDIA, CUSTOMERS AND MEMBERS OF THE PUBLIC 23

    10. CORPORATE GOVERNANCE IN THE ANNUAL REPORT 23

  5. CHAIR OF THE BOARD 24

  6. SECRETARY OF THE BOARD 24

  7. COMMITTEES OF THE BOARD 25

    1. ROLE 25

    2. COMMITTEES - TERMS OF REFERENCE 25

  8. EXECUTIVE COMMITTEE ("EXCO") 25

  9. RULES PREVENTING MARKET ABUSE 26

  10. MISCELLANEOUS 26

    1. CHANGES TO THE CORPORATE GOVERNANCE CHARTER 26

    2. PRIORITY 26

    3. GOVERNING LAW AND JURISDICTION 27

Schedule A. INDEPENDENCE STANDARDS 28

Schedule B. ROLE AND RESPONSIBILITIES OF THE CHAIR OF THE BOARD 30

  1. ROLE 30

  2. RESPONSIBILITIES 30

Schedule C. EXECUTIVE COMMITTEE - TERMS OF REFERENCE (INCLUDING SUPERVISION OF THE EXECUTIVE MANAGEMENT TEAM) 31

  1. INTRODUCTION 31

  2. ROLE 31

  3. RESPONSIBILITIES 32

  4. COMPOSITION AND APPOINTMENT OF THE MEMBERS 32

  5. APPOINTMENT, DURATION AND DISMISSAL 32

  6. ORGANISATION OF THE EXECUTIVE COMMITTEE 32

    1. DIVISION OF TASKS 32

    2. MEETING SCHEDULE, AGENDA AND NOTICE 33

    3. QUORUM 33

    4. MINUTES 34

    5. CONFLICTS OF INTEREST 34

    6. REPRESENTATION 34

    7. REMUNERATION 34

    8. DISCLOSURE OF REMUNERATION 34

    9. ACCESS TO ADVISORS 35

    10. INTERACTION BETWEEN BOARD MEMBERS AND THE EXECUTIVE COMMITTEE 35

    11. DUTY OF CONFIDENTIALITY 35

    12. DISCHARGE 36

  7. EVALUATION 36

  8. ROLE AND RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE 36

Schedule D. REMUNERATION AND NOMINATION COMMITTEE - TERMS OF REFERENCE 37

  1. INTRODUCTION 37

  2. ROLE 37

  3. RESPONSIBILITIES 37

  4. COMPOSITION 38

  5. CHAIR 39

  6. MEETINGS 39

  7. ATTENDANCE 39

  8. CONSENSUS DECISIONS 40

  9. OBJECTIVITY 40

  10. REPORTING AND EVALUATION 40

Schedule E. AUDIT COMMITTEE - TERMS OF REFERENCE 40

  1. INTRODUCTION 40

  2. ROLE 40

  3. RESPONSIBILITIES 40

  4. COMPOSITION 42

  5. CHAIR 43

  6. MEETINGS 43

  7. ATTENDANCE 43

  8. CONSENSUS DECISIONS 43

  9. OBJECTIVITY 44

  10. ACCESS 44

  11. REPORTING AND EVALUATION 44

  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