Governance

Dutch Corporate Governance Code

Vsdv Logistix B.V., complies with the vast majority of the principles and best practices laid down in the 2022 Dutch Corporate Governance Code.

The exceptions are explained in the following chapters. For our stakeholders, and in accordance with previous recommendations of the Monitoring Committee Corporate Governance Code (the Monitoring Committee), this section includes the various risks and ways in which Vsdv Logistix B.V., manages these in our external accountability and reporting on risks and risk management.

Vsdv Logistix B.V., has evaluated its corporate governance setup against the Dutch Corporate Governance Code (the Code) and concluded that it satisfies the principles and best practice provisions of the Code with two exceptions listed below.

1. Best practice provision 3.1.2 (blocking period of five years for shares granted to the Executive Board without financial consideration).

2. Best practice provision 3.2.3 (severance payment exceeding one year’s salary due to the contractual obligation arising from an in 20017 concluded employment agreement). Set-up and policy

Design and policy

Vsdv Logistix B.V., aims to strike a sound balance between the interests of the company’s various stakeholders. Integrity, openness, supervision, transparent reporting and accountability are the cornerstones of our corporate governance policy. We have also developed a clear policy with regard to sustainability.

Vsdv Logistix B.V., aims to strike a sound balance between the interests of the company’s various stakeholders. Integrity, openness, supervision, transparent reporting and accountability are the cornerstones of our corporate governance policy. We have also developed a clear policy with regard to sustainability. For details of the Sustainability Policy please refer to the corporate website.

Vsdv Logistix B.V., confirms that the principles reflected in the Code are in line with those applied by Vsdv Logistix B.V.

Vsdv Logistix B.V., has a two-tier governance structure, consisting of an Executive Board and a Supervisory Board.

The Executive Board is responsible for the management of the company and for the realization of its strategic and other objectives. These include the objectives for health, safety, the environment (part of sustainability), quality, strategy and policy, as well as the related development of results. The Supervisory Board reviews Vsdv Logistix B.V., overall performance, including the policies pursued and results achieved by the Executive Board, the company´s financial situation, and its financial statements.

The Supervisory Board also reviews the strategy of Vsdv Logistix B.V., as proposed by the Executive Board. Similarly, it approves important proposals for capital expenditure, acquisitions and divestments, changes in financial and other corporate policies and the annual budget. The Supervisory Board evaluates the performance of the Executive Board as a whole and that of its individual members, and proposes to the AGM any changes to the composition of the Executive Board. Similarly, the Supervisory Board annually reviews its own performance and proposes changes to the composition of the existing Supervisory Board members to the AGM. Finally, the Supervisory Board ensures the company´s policies are formulated and pursued in the interest of all its stakeholders, including shareholders and employees, and that these policies are sustainable and meet the highest ethical standards.

As Vsdv Logistix B.V., is defined as an international holding company within the context of the Dutch Large Companies Act, it is exempt from the provisions of this Act.

The Supervisory Board is carefully selected to include members with diverse backgrounds and experience in areas relevant to Vsdv Logistix B.V., core business and the foreign markets in which it operates. Their experience ranges from economic, financial, technical, operational and social areas, to political and businessrelated ones. The Supervisory Board, in performing its duties, focuses on the realization of the objectives of the company, the strategy and its implementation. The Supervisory Board appoints an Audit Committee, a Remuneration Committee and a Selection and Appointment Committee from its members. In accordance with the provisions of the Code, Vsdv Logistix B.V., has further specified the role and powers of these committees in specific regulations that apply to them.

In addition to the power to appoint, suspend and dismiss members of the Executive Board and Supervisory Board, the AGM has other authorities such as passing resolutions for legal mergers and split-offs, adopting financial statements, and profit appropriation. Furthermore, the AGM determines the remuneration policy for the Executive Board, and has to approve any significant amendments to the policy. The AGM also sets the remuneration of the members of the Supervisory Board. The remuneration of the members of the Executive Board is set by the Supervisory Board on the basis of a proposal from the Remuneration Committee, in accordance with the remuneration policy adopted by the 2018 AGM. Vsdv Logistix B.V., will continue to facilitate proxy voting. Dutch law provides for a mandatory registration date to exercise voting and attendance rights 28 days before the day of the AGM.

AGM of 2018. Vsdv Logistix B.V., will continue to facilitate proxy voting. Dutch law requires a mandatory registration date for exercising voting and attendance rights 28 days before the day of the AGM.

Leadership

The Executive Board of Vsdv Logistix B.V., consists of two members who are collectively responsible for the development and implementation of Vsdv Logistix B.V., strategy and the management of our business and group companies affiliated with Vsdv Logistix B.V. In doing so, they strive to create shareholder value over the long term.

Responsibilities

The members of the Executive Board (EB) shall be collectively responsible for the company's management, the general affairs of the company's business and the general affairs of the group companies affiliated with the company. In doing so they strive to create shareholder value over the longer term.

The EB members shall divide their tasks by mutual consultation and subject to the SB's prior approval. In case of a managing director's absence, his duties and powers shall be carried out by the other members of the EB or another member designated by the EB. In case of long-term absence, the SB shall be notified of that designation.

Each managing director shall be accountable to the EB for the fulfillment of his duties and must therefore report to the EB on a regular basis and in such a manner as to give the EB a proper insight into the performance of his duties, the foregoing also in view of the EB's collective responsibility.

Each managing director shall have the right to receive from other managing directors and from employees any information about matters which he may deem useful or appropriate in connection with his collective responsibility for the company's management. He must consult with the other managing directors if the implementation of his duties affects the implementation of the duties of the other managing directors or if the significance of the matter requires consultation with the other managing directors. This includes in any event the actions referred to in article 2.5 of the Regulations of the Executive Board. These regulations can be found on our regulations page.

Each managing director may represent the company. However, the written consent of another managing director shall be required for committing or terminating rights of the company if such commitments exceed an amount of EUR 2.5 million. Such consent may appear from minutes of meetings of the EB or excerpts thereof signed by the Secretary. As to the authority in respect of bank and/or ‘giro’ accounts the Company applies a dual signatory requirement with two categories of executives, whereby a distinction is made between payment instructions and the entering into agreements with such financial institutions.

In discharging its duties, the EB shall be guided by the interests of the company and its business; it shall take into account the relevant interests of all those involved in the company (including the company's shareholders). The EB is responsible for the quality of its own performance.

The responsibilities of the EB shall include:

From time to time evaluating and - if necessary - amending the company's objectives;

The achievement of the company's objectives;

Determining the strategy and policy designed to achieve the objectives;

The general state of affairs within and the results of the company;

The financing of the company;

Taking stock of and managing the risks connected to the business activities;

Striving for ongoing improvement of the performance in the areas of safety, health and environment;

Ensuring that effective internal risk management and control systems are in place and the reporting on this is included in the annual report;

Maintaining and preparing the financial reporting process;

Compliance with legislation and regulations;

Compliance with and maintaining the corporate governance structure of the company;

Publishing the corporate governance structure of the company and any other information required under the Code, through the annual report, the company's website and otherwise;

Preparing the annual accounts and drawing up the annual budget and important capital investments of the company;

Providing advice in connection with the appointment of the company's external auditor.

The company shall in any event employ as instruments of the internal risk management and control systems:

Risk analyses of the operational and financial objectives of the company;

A code of conduct which should in any event be published on the company's website;

Guides for the layout of the financial reports and the procedures to be followed in drawing up the reports;

A system of monitoring and reporting.

Every year, the EB shall determine the strategy for the company and the group companies. In addition, the EB shall draw up the operational and capital budget for the following year. Both policies shall be adopted with the SB's approval thereto. The EB shall, under the supervision of the SB, be responsible for setting up and maintaining internal procedures ensuring that the EB is aware of all important financial information, in order to safeguard timely, complete and accurate external financial reporting. To that extent the EB shall ensure that the financial information from group companies is reported directly to it and that the integrity of the information is not affected. The EB shall attach to the annual accounts a report on the way it has functioned and on its activities. This annual report shall in any event contain the information as required by law and pursuant to the Dutch Corporate Governance Code.