Board of Directors Regulations

These Regulations set out the principles and best practices for the management board (the "Board") of Green Earth Group N.V. (the "Company"). They replace the Dutch text adopted in 2015.

Article 1. Status and content of these Regulations

1.1 These Regulations supplement the rules and requirements that apply to the Board from time to time under Dutch law and the articles of association of the Company (the "Articles").

1.2 If these Regulations conflict with the Articles, the Articles prevail. If these Regulations are consistent with the Articles but conflict with Dutch law, Dutch law prevails. If a provision of these Regulations is or becomes invalid, the other provisions remain in force. The Board will replace an invalid provision with a valid provision whose effect, given its content and purpose, is as close as possible to that of the invalid one.

1.3 These Regulations are drawn up with regard to the Dutch Corporate Governance Code as in force from time to time (the "Code") and to applicable Dutch and European law.

1.4 By approving these Regulations, the Board declares that it applies them and is bound by them, insofar as they apply to the Board and to its individual directors. Each new director makes the same declaration on joining the Board.

1.5 These Regulations are published on the Company's website, https://www.green.earth.

1.6 The Company has a one-tier board. In these Regulations:

• the "Board" consists of executive directors and non-executive directors;
• the holders of the priority shares set the number of directors;
• the general meeting of shareholders of the Company (the "General Meeting") appoints the directors; and
• the non-executive directors appoint the chair of the Board from among themselves.

The Company has no Supervisory Board. Supervision of the performance of duties by the executive directors is carried out by the non-executive directors.

Article 2. Duties of the Board

2.1 The Board manages the Company. This includes responsibility for achieving the Company's objectives, the strategy and its associated risk profile, the development of results, and the social aspects of doing business that are relevant to the Company. The executive directors account for these matters to the non-executive directors. The Board accounts for them to the General Meeting. In performing its duties, the Board acts in the interest of the Company and its affiliated enterprises, and weighs the interests of all parties concerned with the Company.

2.2 The executive directors provide the non-executive directors in good time with all information they need to perform their duties. They submit the following to the Board for approval:

• the operational and financial objectives of the Company;
• the strategy to achieve those objectives;
• the boundary conditions applied to the strategy, including financial ratios; and
• the social aspects of doing business that are relevant to the Company.

The main points are stated in the annual report.

2.3 The Board is responsible for compliance with all relevant laws and regulations, for managing the risks associated with the Company's activities, and for the financing of the Company. The executive directors report on these matters to the non-executive directors and to the Audit Committee, and discuss the internal risk management and control systems with them.

2.4 As instruments of its internal risk management and control system, the Board uses at least:

• risk analyses of the operational and financial objectives of the Company;
• the Code of Conduct, published on the Company's website;
• manuals for setting up financial reporting, and the procedures to be followed in preparing it; and
• a system of monitoring and reporting.

2.5 The executive directors periodically prepare a policy plan for the Company and its group companies covering the next five years. Each year they prepare a budget for the coming year. The Board adopts both plans.

2.6 Under the supervision of the non-executive directors, the executive directors are responsible for establishing and maintaining internal procedures that ensure all material financial information is known to the Board, so that the timeliness, completeness and accuracy of external financial reporting are safeguarded. To this end, the executive directors ensure that financial information from group companies is reported directly to them, and that the integrity of that information is not compromised.

2.7 Each year the Board adds to the annual accounts a report on its functioning and activities. The report contains at least the information that the law prescribes and the information that the Code requires to be stated in the annual report. The Board also reports on the sensitivity of the Company's results to external circumstances and variables. It reports on the internal risk management and control systems and gives a clear justification of them.

2.8 The directors are collectively responsible for the management of the Company, the general course of its business, and the course of affairs within the group companies.

2.9 The directors divide their tasks by mutual agreement. The division of tasks requires the prior approval of the Board. If an executive director is absent, the Board designates another director to exercise that director's tasks and powers. In the case of prolonged absence, the non-executive directors are notified.

2.10 Each director is accountable to the Board for performing their tasks and reports regularly to the Board, in a way that gives the Board a proper understanding of how those tasks are carried out, having regard to the collective responsibility of the Board.

2.11 Each director may ask other directors and employees for information on matters that the director considers useful or desirable within their collective responsibility for the management of the Company. Where the performance of a director's tasks also concerns the tasks of other directors, or where the importance of a matter requires consultation, the director must consult the other directors. This includes at least the acts referred to in the first sentence of clause 2.12.

2.12 Within the limits set by the law, the Articles and these Regulations, the Chief Executive Officer has independent authority to manage the day-to-day business of the Company. For bank and payment powers, the directors and the officers designated by the Board are listed in a schedule of authorities. Where a director represents the Company, an act that binds the Company or extinguishes its rights, and that exceeds the threshold set in the schedule of authorities, requires the prior written consent of another director.

2.13 The Board ensures compliance with and enforcement of the Company's corporate governance structure, and provides the other information that the Code requires.

2.14 The Board advises on the nomination of the Company's external auditor.

Article 3. Composition, expertise and independence of the Board

3.1 The Board consists of executive directors and non-executive directors, in accordance with the Articles. The holders of the priority shares set the number of directors.

3.2 The Board has a chair, appointed under clause 4.1, who ensures that the Board as a whole functions well. The Chief Executive Officer is specifically responsible for the financial affairs of the Company.

3.3 In performing its functions, the Board is independent of instructions from third parties outside the Company.

3.4 A director will:

• not compete with the Company;
• not claim or accept (substantial) gifts from the Company for themselves, their spouse, registered partner or other life partner, foster child, or blood relative or relative by marriage up to the second degree;
• not provide third parties, at the Company's expense, with unjustified benefits; and
• not exploit business opportunities that belong to the Company, for themselves or for any of the persons listed in the second item above.

Article 4. Chair of the Board and Chief Executive Officer

4.1 The non-executive directors appoint the chair of the Board from among themselves. If the chair is unable to act or is absent, the non-executive directors designate a deputy.

4.2 The chair is responsible for:

• the efficient functioning of the Board;
• supporting the other directors and mediating in any disagreement between them;
• ensuring that sufficient time is available for seeking advice, deliberation and the other aspects of preparing decisions, for reporting on Board meetings, and for supervising the implementation of decisions taken;
• chairing Board meetings;
• ensuring timely and adequate provision of information to the directors as needed for the proper performance of their tasks; and
• ensuring the annual evaluation and assessment of the functioning of the individual directors and of the Board.

4.3 The Chief Executive Officer is an executive director. In addition to coordinating the policy of the executive directors, the Chief Executive Officer is responsible for:

• the timely preparation of budgets and policy plans;
• preparing the draft annual accounts with the annual report, and submitting these documents to the Board;
• monitoring the proper functioning of the external auditor, and the external auditor's reporting to the non-executive directors;
• maintaining close and frequent contact with the chair and the other non-executive directors, and informing the other executive directors in good time and with care of the outcomes of that contact;
• receiving, and deciding on, reports by employees of general, operational and financial irregularities within the Company, insofar as those reports need not be made to the chair of the Board under the Whistleblower and Non-Retaliation Policy; and
• ensuring timely and adequate provision of information to the non-executive directors, collectively and individually, as needed for the proper performance of their tasks.

Article 5. Appointment, term and resignation

5.1 The General Meeting appoints the directors in the manner provided in the Articles.

5.2 A director is appointed for a term of no more than four years. A director may be reappointed, each time for no more than four years.

5.3 An executive director may stand for a supervisory or similar position at a company outside the group only with the prior approval of the Board. Such a position must serve the interests of the Company.

Article 6. Remuneration

Directors receive remuneration from the Company for their work. The amount and structure of that remuneration are such that qualified and expert directors can be attracted and retained. When the total remuneration is set, its effect on the pay relationships within the Company is taken into account.

The remuneration structure, including any severance payment, is simple and transparent. It serves the medium-term and long-term interests of the Company, does not encourage directors to act in their own interest or to take risks that do not fit the strategy adopted, and does not reward a director who has failed on dismissal. The non-executive directors are responsible for this, within the Remuneration Policy. The General Meeting adopts the Remuneration Policy, which is published on the Company's website.

Article 7. Board meetings: agenda, remote participation, attendance and minutes

7.1 The Board meets regularly, and as often as one or more of its members consider necessary. Meetings are held in principle at the Company's offices, but may take place elsewhere. Meetings may also be held by telephone or video conference.

7.2 The chair presides over meetings, and in the chair's absence the deputy presides. If both are absent, the meeting appoints a chair.

7.3 The chair convenes meetings in good time. Any other director may ask the chair to convene a meeting.

7.4 The chair sets the agenda of each meeting. Any other director may submit agenda items to the chair. An item that is not submitted in time, or is not supported by sufficient documents, will not be placed on the agenda.

7.5 At the request of any director, and with the agreement of the majority of the other directors, urgent matters may be dealt with immediately or at an additional meeting.

7.6 Directors are expected to attend Board meetings. If a director is unable to attend, the chair of the meeting informs that director of the decisions taken and the discussions held, to the extent the minutes require explanation.

Article 8. Decision-making

8.1 The Board may take decisions only if at least a majority of its members is present. If a majority is again missing at the next meeting, the chair of that meeting, if the chair considers a decision desirable, consults the absent directors by telephone or e-mail.

8.2 Decisions may also be taken outside a meeting if all directors have stated in writing that they support the proposal.

8.3 Decisions are taken unanimously wherever possible. If this is not possible, a decision is taken by majority vote. In the event of a tie, the chair decides.

8.4 If there is insufficient agreement among the directors on a matter at a meeting, the chair may refer that agenda item back for further consideration.

8.5 The minutes of Board meetings are adopted at the next meeting. Adopted minutes are evidence of what was discussed.

8.6 Without prejudice to the law and the Articles, a decision to enter into the following transactions requires the approval of the Board:

• entering into, directly or indirectly, long-term cooperation agreements;
• participating, directly or indirectly, together with other legal entities, through joint ventures;
• making investments above the threshold set in the schedule of authorities, and investments that deviate from the amounts in the policy plans or budgets; and
• exercising voting rights on shares in subsidiaries and group companies.

8.7 A decision on a material change in the identity or character of the Company or its business requires the approval of the Board and of the General Meeting. Such decisions include at least:

• the transfer of the business, or substantially the whole business, to a third party;
• entering into or terminating a long-term cooperation of the Company or a subsidiary with another legal entity or company, or acting as a fully liable partner in a limited partnership or general partnership, where that cooperation or termination is of material significance to the Company; and
• acquiring or disposing of a participating interest in the capital of a company, held by the Company or a subsidiary, with a value of at least one third of the total assets shown in the consolidated balance sheet, with notes, in the Company's most recently adopted annual accounts.

Article 9. Conflicts of interest

9.1 A director does not take part in the discussion or decision-making on a matter or transaction in which that director has a conflict of interest with the Company, as described in clause 9.2. Such a transaction may be entered into only on terms that are at least customary in the industry, and requires the approval of the Board, without the participation of the conflicted director.

9.2 A conflict of interest exists for a director in any case where:

• the Company intends to enter into a transaction with a legal entity in which the director holds a material personal financial interest;
• the Company intends to enter into a transaction with a legal entity of which a board member is the director's spouse, registered partner or other life partner, foster child, or blood relative or relative by marriage up to the second degree;
• the Company intends to enter into a transaction with a legal entity in which the director holds, or will hold, a management or supervisory position;
• under applicable law, including the rules of any stock exchange on which the shares of the Company are listed, a conflict of interest exists or is deemed to exist; or
• the non-executive directors have determined that a conflict of interest exists or is deemed to exist.

9.3 An executive director holds no more than two supervisory board or non-executive positions at listed companies, and does not chair the supervisory board or one-tier board of a listed company. Positions at companies within the Company's group are not counted. Accepting such a position at a listed company requires the approval of the Board. Other significant ancillary positions are reported to the non-executive directors.

9.4 Each director reports any potential conflict of interest involving a director immediately to the chair of the Board and to the other directors. A director who has a (potential) conflict of interest provides all relevant information to the chair of the Board and to the other directors, including information about the persons with whom that director has a family relationship: their spouse, registered partner or other life partner, foster child, and blood relatives and relatives by marriage up to the second degree. In every case other than those described in the fourth and fifth items of clause 9.2, the non-executive directors who are not involved decide whether a reported (potential) conflict of interest is a conflict of interest to which clause 9.1 applies.

Article 10. Complaints and reporting of irregularities

10.1 The Board ensures that complaints the Company receives concerning financial reporting, the internal risk management and control systems, and the audit are received, recorded and handled.

10.2 The Board ensures that employees of the Company can report irregularities in these matters without risk to their position, and can report complaints about directors to the chair of the Board, in line with the Whistleblower and Non-Retaliation Policy.

Article 11. Information to the non-executive directors

11.1 The executive directors provide the non-executive directors in good time, and where possible in writing, with information on the facts and developments concerning the Company that the non-executive directors may need for the proper performance of their duties.

11.2 The executive directors periodically send the non-executive directors a report, in a form agreed from time to time, giving detailed information on, among other things, financial matters, marketing, investments and personnel. The report is accompanied by a letter from the executive directors that explains and comments on the report and provides further information on their policy.

11.3 Without prejudice to the above, each year the executive directors provide the non-executive directors with a budget for the coming year, a recent version of the long-term plans and the main lines of the strategic policy, the general and financial risks, and the management and control system of the Company. Each year the executive directors also confirm that they have provided the non-executive directors with all relevant information they need for the proper performance of their duties. These documents are provided in time, so that the Board can approve them no later than December of the current year.

11.4 When a takeover bid for the shares of the Company is being prepared, the executive directors ensure that the non-executive directors are involved in the takeover process in good time and closely.

11.5 If, after a takeover bid for the Company has been announced or made, the Board receives a request from a competing bidder to inspect the Company's data, the executive directors discuss that request without delay with the non-executive directors.

Article 12. Relationship with shareholders

12.1 The directors attend General Meetings, unless they have good reason to be absent, or unless the General Meeting has asked to meet without the Board or any of its members present.

12.2 The Board provides the General Meeting with all information it requests, unless a serious interest of the Company, or a statutory provision or rule of law, opposes this. If the Board relies on such a serious interest, it explains this explicitly.

12.3 If the Board invokes a response time within the meaning of the Code, the period is no longer than 180 days. It runs from the moment one or more shareholders inform the Board of their intention to put an item on the agenda, until the day of the General Meeting at which the item would be discussed. The Board uses the response time for further deliberation and constructive consultation, in any case with the shareholder(s) concerned, and explores the alternatives. The non-executive directors supervise this. The response time:

• may be invoked only once per General Meeting;
• does not apply to a matter for which a response time has already been invoked earlier; and
• does not apply when a shareholder, as a result of a successful public offer, holds at least three quarters of the issued capital.

Article 13. Confidentiality

Each director must observe the discretion required with regard to all information and documents obtained in the course of their membership of the Board and, where the information is confidential, must observe secrecy. Directors and former directors will not disclose confidential information outside the Board, make it public, or otherwise make it available to third parties, unless the Company has made the information public or it has been established that the information is already known to the public.

Article 14. Exceptions and amendments

14.1 Without prejudice to clause 1.2, the Board may decide by resolution, on an incidental basis, not to apply these Regulations. Any such decision is reported in the annual report.

14.2 The Board may amend these Regulations by a vote of the Board. Any amendment is reported in the annual report.

Article 15. Annual Board review of purpose, impact and stakeholder governance

Green Earth exists to restore and create nature. Once a year the Board checks, on evidence, three things: whether the Company is delivering that purpose; what its work changed for nature and for people; and whether the people affected by its work are heard and treated fairly. The review is minuted. The minutes are the proof that the Board carried it out. This review supports the Company's work towards B Corp certification, in line with the B Corp requirements.

Completion test. In every year the Board has reviewed (a) public purpose performance, (b) social and environmental impact, and (c) stakeholder governance, as a dedicated agenda item. The minutes record the review, the conclusions and every action or change decided. The minutes are filed with the Board minutes.

15.1 Scope.

• Who reviews: the Board, as the highest governing body of the group.
• What it covers: the Company and its group companies, including its ventures and fund entities.
• Who supplies information: the posts named in clause 15.7, in every entity.

15.2 This review is in addition to the Board's other oversight of strategy, finance, risk and audit. It does not change the duties of the governing body of any venture or fund entity.

15.3 Rules.

1. At least once a year. The Board holds the review at least once every year. The first review is held at the next Board meeting after these Regulations are approved.
2. A dedicated agenda item. The review is its own item on the agenda of a Board meeting. It is not folded into another item or into any other business.
3. All three subjects, every time. Public purpose performance, social and environmental impact, and stakeholder governance. A review that leaves out one subject is not complete.
4. On evidence. The Board reviews from one written review pack, built from the documents and statistics the Company already holds. Where an input does not yet exist, or a statistic has no source, the pack says so. It never fills the gap with an estimate.
5. Minuted. The minutes record the review, the Board's conclusions on each subject, and every action and change decided.
6. Kept as evidence. The minutes and the review pack are filed with the Board minutes and kept as evidence.

15.4 What the Board reviews.

15.5 Each section of the review pack states the source and date of its figures and the change since the last review. The pack opens with the status of the actions from the previous review.

15.6 A low complaint count is not automatically good news. It may mean that the channel is inaccessible or unsafe. The Board reads it together with the other evidence.

15.7 Who does what.

15.8 Steps.

15.9 What the minutes record.

• That the review was held as a dedicated agenda item, the date, and the directors present.
• The review pack the Board used.
• The Board's conclusions on (a), (b) and (c), each one separately.
• Every action: what it is, the owner post, and the deadline.
• Every change decided to targets, statistics or policies.
• Any concern or dissent that a director asks to have recorded.
• The status of the actions from the previous review.

The general rule for minutes in clause 8.5 also applies.

15.10 Actions and changes.

• Every action has one owner post and a deadline.
• An action is closed only with evidence that it was done.
• The Head of Legal reports the status of open actions to the Board at its next meeting. The next annual review starts with them.
• A change to a policy is approved by the Chief Executive Officer on behalf of the Board.

15.11 Records.

• The minutes and the review pack are filed with the Board minutes, with access restricted to the Board and to the posts that need them.
• They are kept under the Company's data retention rules. Because they are evidence for the B Corp certification process, they are kept even where routine retention rules would allow disposal.
• The pack holds no unnecessary personal data. Complaint, grievance and whistleblower information appears only as summaries and trends. No complainant or reporter is named.

15.12 When something goes wrong.

• No review within the year: the Head of Legal informs the Chief Executive Officer and the Board, and the review is placed on the agenda of the next Board meeting.
• A subject was missed, or the minutes do not record the review: the missing part is reviewed and minuted at the next Board meeting.
• An input is missing: the pack says so, and the Board decides whether to proceed, and whether to set an action to create the input.

15.13 Common mistakes.

• Treating the review as a line under any other business.
• Minutes that say "impact discussed" with no conclusion and no actions.
• A review pack that names a complainant or a whistleblower.
• Starting a new review without checking the previous year's actions.

15.14 Review of this Article. The Head of Legal reviews this Article at least once a year, and whenever the structure of the Board, the governing documents or the B Corp requirements change.

Article 16. Applicable law and forum

16.1 These Regulations are governed by Dutch law and must be interpreted in accordance with Dutch law.

16.2 Disputes arising out of or in connection with these Regulations are submitted exclusively to the competent court in the Netherlands for the district in which the Company has its registered office.

Article 17. Approval and review

17.1 These Regulations, and any amendment to them, are approved by the Chief Executive Officer on behalf of the Board.

17.2 The Head of Legal owns these Regulations and reviews them at least every two years. Article 15 is also reviewed at least once a year, as set out in clause 15.14.

Revision history