Statutory corporate governance statement for 2025

Corporate Governance Statement 2025

We are Partners in Wall Building

H+H International A/S | CVR-no: 49 61 98 12 | LEI: 3800GJODT6FV8QM841 | Lautrupsgade 7, 5th Floor. 2100 Copenhagen Ø

Contents H+H International | Corporate Governance Statement 2025 | 2

Statutory report on corporate governance for 2025,

cf. section 107b of the Danish Financial Statements Act 3

1. Interaction with the company's shareholders,

   investors and other stakeholders 7

2. The duties and responsibilities of the board of directors 9

3. The composition, organisation and evaluation

   of the board of directors 10

4. Remuneration of management 17

5. Risk management 18

Other 2025 reports Annual Report Remuneration Report

Contents

Statutory report on corporate governance for 2025, cf. section 107b of the Danish Financial Statements Act

H+H International | Corporate Governance Statement 2025 | 3

This report forms part of the management's review in the annual report for 2025 for H+H International A/S. The sections below about governance structure and about financial controls and risk management structure are covered by the statement on management's review as part of the independent auditors' report in H+H International A/S's annual report for 2025, whereas the other information in this corporate governance report is

not covered by the auditors' report in H+H International A/S's annual report for 2025. Since H+H International A/S is a listed company, the part of this report that concerns H+H's position to the Danish Recommendations on Corporate Governance is also issued pursuant to NASDAQ's Nordic Main Market Rulebook for Issuer of Shares.

H+H International A/S is a Danish limited liability company with a two-tier management structure in which the Board of Directors and the Executive Board are separate and no members may at the

same time hold membership of both. H+H International A/S is the ultimate parent company of the H+H Group.

A general meeting is held at least once a year, and all shareholders registered in the share register may participate, submit proposals and vote and speak at the general meetings. The members of the Board of Directors are elected by the general meeting, except for board members being employee representatives, if any, since they are elected by the employees.

Contents

Statutory report on corporate governance for 2025, cf. section 107b of the Danish Financial Statements Act

H+H International | Corporate Governance Statement 2025 | 4

The Board of Directors of H+H International A/S is governed by the company's Articles of Association, the Companies Act and other EU or Danish legislation. The Board of Directors is responsible for the overall management of and strategic direction for the Group, including e.g.:

• strategy planning

• appointing members of the Executive Board

• overseeing the Executive Board's management and execution of strategy initiatives, activities within finance, sustainability, IT, HR, ERM, compliance etc.

• reviewing the financial position and capital resources

  Board committees

  Audit Committee

  The main areas of responsibility for the Audit Committee are to:

• evaluate the financial and sustainability reporting , including the data and metrics used in the sustainability reporting, review accounting policies and other financial policies, accounting estimates etc., including impairment testing, investments and divestments, tax and revenue;

• review and monitor the Group's risk management, internal controls, and business integrity matters;

• monitor the Group's internal audit function, if any, and whistleblower system; and

• monitor and consider the relationship with the independent financial auditor and sustainability auditor, review the audit process and the auditor's long-form audit report, and make

  a recommendation to the Board of Directors on which auditors to nominate for approval at general meetings.

  Nomination & Remuneration Committee

  The main areas of responsibility for the Nomination & Remuneration Committee are to:

• propose and help manage the annual board evaluation and evaluation of the Executive Board, including the size, structure, and composition of the Board of Directors, the board committees and the Executive Board;

• recommend nomination of members to the Board of Directors and recommend engagement or termination of members of the Executive Board;

• annually evaluate the company's remuneration policy for the Board of Directors and the Executive Board and oversee drafting of the Remuneration Report; and

• evaluate and recommend the remuneration of the Board of Directors and the Executive Board

  as well as the CEO's direct reports and other key employees, and develop and annually review the group incentive programs (STIP and LTIP).

  Executive Board

  The Executive Board currently consists of two members, i.e. the CEO and the CFO. The Executive Board is responsible for the day-to-day management, including to:

• develop and implement strategic initiatives and policies to execute on the strategy decided by the Board of Directors;

• develop the organisational structure;

• monitor the performance, both financially and non-financially;

• evaluate and execute on investments, acquisitions, and divestments;

• regularly assess the capital structure and liquidity to ensure that the these are adequate; and

• establish procedures for financial and sustainability accounting, IT, compliance, ERM, internal controls etc.

Contents

Statutory report on corporate governance for 2025, cf. section 107b of the Danish Financial Statements Act

H+H International | Corporate Governance Statement 2025 | 5

General governance

H+H International A/S's Board of Directors and Executive Board are ultimately responsible for the Group's risk management and internal control environment in relation to financial and non-finan-

cial reporting, including compliance with relevant legislation and other regulations in relation to financial and sustainability reporting. The Audit Committee assists the Board of Directors in

its responsibilities in this respect by reviewing and preparing various matters which are then presented to the Board of Directors for information and decision.

Enterprise risk management structure

The Enterprise Risk Management (ERM) structure below the Board of Director level is organised as three lines of defence (see figure below).

Risk management

The Board of Directors evaluates the risk management processes on a continuous basis to ensure

that the risk profile, risk processes and risk awareness are appropriate. Responsibility has been delegated to the Chief Financial Officer, who shall report quarterly to the Audit Committee on all pertinent matters related to ERM.

The ERM processes in H+H ensure a dynamic process, involving the identification of risks,

ERM

Community

Comprises Group and Subsidiary business representatives, ensuring a balanced and complete bottom-up process. Subsidiary management and Group functional continuesly assess and evaluate key risks. They are individually and collectively responsible for ensuring that mitigating actions are implemented to reduce the identified risks to an appropriate level as well as assessing the effectiveness of imple-

mented mitigating actions.

Communicating and ensuring risk compliance

ERM

Committee

Comprises Group management-team members and is responsible for communicating and ensuring risk compliance as well as evaluating the ERM processes. The Committee develops the overall risk strategies and scope for the ERM processes and reviews their effectiveness. The Committee also reports on

assessed risks, effectiveness, and mitigating actions to the Audit Committee.

Oversees developments of ERM

Audit

Committee

Oversees the development of the ERM system, the ongoing reporting on assessed risks, and the miti-

gating actions taken. Responsible for monitoring the overall status of ERM governance (i.e., its performance and relevance).

Ensure awareness of ERM and policies and procedures

Review and Report

1

Identify Risks

7 2

Monitor effectiveness of risk strategies

6

ERM

system 3

Quantify and allocate responsibility of risks

5 4

Execute risk strategies

Identify strategies for managing risks