EXMAR report 2025

4.3 Remuneration report 169 4.3.4.2 SHORT-TERMVARIABLE REMUNERATION (STI) The short-term variable remuneration is a non-deferred cash incentive based on the achievement of specific individual performance (for 25%) and company performance targets (for 75%), financial targets (such as REBIT, REBITDA, net income, …) and/or non-financial targets for a reference period of one year. Each of the criteria is developed and calibrated on an annual basis in line with company strategy, budget and targets, with clear performance indicators. Above target performance (100%) results in a short-term variable remuneration. The maximum short-term incentive is capped at 30% of the fixed annual remuneration for the CEO and 25% for the other executive managers. In case of a major environmental issue or in case the net result of the Company is negative, all STI amounts are reduced to zero (gateway to STI). Payment of the STI will be conditional of employment up to the payment date. On recommendation of the Nomination and Remuneration Committee, the Board of Directors can approve a possible discretionary STI to one or more executive directors or managers in case of extraordinary circumstances or extraordinary performance, over and above the levels mentioned in the previous paragraph. The Board of Directors awarded such discretionary STI to the members of the Executive Committee and to Saverex NV. In deviation of provision 7.10 of the Code 2020, no caps have been determined for such discretionary STI. The Board decided, because of the extraordinary circumstances and performance by the members of the executive management, not to set caps when the discretionary STI was granted. 4.3.4.3 LONG-TERM VARIABLE REMUNERATION In 2025, no long-term variable remuneration was awarded. 4.3.4.4 MINIMUM THRESHOLD OF SHARES TO BE HELD BY THE EXECUTIVE MANAGERS In deviation of provision 7.9 of the Code 2020, the Board of Directors does not set an explicit minimum threshold for the holding of EXMAR shares for the members of the Executive Committee. EXMAR believes that, through its current remuneration policy, it establishes a clear link with the long-term strategy and performance of the Company. 4.3.4.5 MALUS AND CLAW-BACK CLAUSES The Nomination and Remuneration Committee has considered the feasibility of claw-back and malus conditions in its variable pay plans. Given the uncertainties on the validity and interest of claw-back clauses under Belgian law, EXMAR has currently not introduced claw-back provisions on performance- related payments, except in case of fraud or misconduct. If any variable remuneration is paid based on incorrect financial data, such miscalculation could be compensated with repayment or off-set from the payment of future variable remuneration. 4.3.4.6 TERMINATION ARRANGEMENTS The members of the Executive Committee and the executive directors have entered into a formal contract with the Company. Such contracts were entered for an indefinite term, with termination arrangements not exceeding 12 months of fixed remuneration. Members of the Executive Committee bound by a Management Agreement need to finance their pension plan through their management company. Those who were self-employed are enrolled into a defined contribution plan paid by the Company. 4.3.4.7 PAY RATIO The ratio between the highest remuneration (CEO) and the lowest remuneration (in full-time equivalent) is a factor of 5.79. Lowest paid employee is defined as a full-time employee in Belgium and holds the lowest base salary on the year-end. The actual total remuneration is considered in the calculation of the ratio. The ratio between the highest remuneration (CEO) and the average remuneration is a factor of 2.81. The average remuneration of the employees considers the total actual wages at year end basis full- time equivalent, divided by the number of full-time equivalents at year-end. The main difference in remuneration policy between executive management and employees in general is the balance between fixed and performance-related remuneration, such as STI and LTI. Overall, the impact of performance-related remuneration, in particular longer-term incentives, is of more importance for executive management. This reflects that executive managers have greater freedom to act, and the consequences of their decisions are likely to have a broader and more far-reaching time span of effect.