EXMAR report 2025

4.1 CORPORATE GOVERNANCE STATEMENT 151 4.1.2.2 COMMITTEES Audit and Risk Committee COMPOSITION Baron Philippe Vlerick Non-Executive Director Chairman Audit and Risk Committee Wouter De Geest Independent Director ACACIA I BV represented by Els Verbraecken Independent Director The Code 2020 provides that the Board of Directors establishes an Audit Committee in accordance with the BCCA. Given its role in risk matters, this Committee may also be referred to as the “Audit and Risk Committee”. The Board of Directors therefore decided in 2020 to merge the existing Audit Committee and the Risk Committee into a single Audit and Risk Committee. The Audit and Risk Committee operates in compliance with Article 7:99 BCCA and principle 4 of the Code 2020 and is composed of non-executive directors of which two are independent. The Committee reports to the Board of Directors. On 10 March, 23 May, 1 September and 14 November 2025 the Company’s Key Risk Officers being the CFO, CLO, Head of HSEQ, Head of Treasury and Structured Finance, IT Director and HR Director, met to discuss their respective appointed areas of risk, joined by the new Head of ESG, and their findings were reported to the Audit and Risk Committee. Powers and responsibilities The Board of Directors has granted the Audit and Risk Committee the broadest powers of investigation within its scope. It assists the Board of Directors with the fulfilment of its supervisory task and ensures monitoring in the broadest sense. It is also the main point of liaison for the Internal and External Auditor. All the members of the Audit and Risk Committee possess the necessary expertise concerning accounting and auditing and have vast professional experience in financial reporting, accounting standards, and risks. Data Protection Committee With the entry into force of the EU General Data Protection Regulation 2016/679 (GDPR) as of 25 May 2018, a Data Protection Committee (“DPC”) has been appointed. The DPC reports to the Audit and Risk Committee and handles all matters related to privacy and personal data. During 2025, 10 meetings were held. Activities The specific responsibilities of the Audit and Risk Committee are set out in the Corporate Governance Charter and in the Audit Charter, approved by the Board of Directors on 31 March 2011 and revised lastly on 27 March 2025. In 2025 five meetings were held, in the presence of all members. The External Auditor attended three meetings, and the Internal Auditor attended four meetings. The Audit and Risk Committee deliberated on specific financial matters, internal control and risk management, the results 2024 and half-year results 2025, the budget 2026, the mandate of the external auditor and matters of compliance that arose during the year and made recommendations to the Board of Directors. During its meeting on 21 January 2025, the Audit and Risk Committee discussed the progress on the Company’s CSRD reporting efforts in the presence of the external auditor. Nomination and Remuneration Committee COMPOSITION Michel Delbaere Independent Director Chairman Nomination and Remuneration Committee ACACIA I BV represented by Els Verbraecken Independent Director Wouter De Geest Independent Director The Nomination and Remuneration Committee operates in compliance with Article 7:100 BCCA. It is composed of a majority of independent directors and is chaired by a non-executive director. The Committee reports to the Board of Directors. Powers and responsibilities The Committee has a balanced composition and has the necessary independence, skills, knowledge, experience, and capacity to execute its duties efficiently. The Committee assists the Board of Directors with respect to the Company’s remuneration policy and the nomination procedures. Activities The specific responsibilities have been set out in the Corporate Governance Charter and the Nomination and Remuneration Committee Charter, approved by the Board of Directors on 29 November 2011, revised lastly on 27 March 2025. Nomination and re-appointment of directors is done in accordance with the procedure for the nomination and re-appointment of directors and members of the Executive Committee, approved by the Board of Directors.