Terms of Reference Audit Committee

1. Purpose

1.1 These Terms of Reference set out the composition, duties, powers and working methods of the audit committee of Green Earth Group N.V. (the Company).

1.2 The Committee assists the Board in supervising the Company's financial reporting, the external audit, the internal audit function, compliance with legislation and regulations, and the Company's financing and finance-related strategies.

2. Scope and definitions

2.1 The Committee is a standing committee of the Board. It consists of non-executive directors only.

2.2 In these Terms of Reference:

• Board means the management board of the Company. The Company has a one-tier board made up of executive directors and non-executive directors.
• Board of Directors Regulations means the Board of Directors Regulations of the Company (previously referred to as the By-Laws of the Board).
• Committee means the Audit Committee.
• External Auditor means the external auditor engaged to audit the Company's financial statements.
• General Meeting means the general meeting of shareholders of the Company.

2.3 Capitalised terms used but not defined in these Terms of Reference have the meaning given to them in the Board of Directors Regulations.

3. Composition

3.1 The Committee consists of at least three non-executive directors. More than half of its members are independent within the meaning of the Board Profile.

3.2 At least one member of the Committee has competence in accounting or auditing. This means a person who has:

• an understanding of financial statements and IFRS;
• the ability to assess the general application of those principles in accounting for estimates, accruals and reserves;
• experience in preparing, auditing, analysing or evaluating financial statements with a breadth and complexity of accounting issues generally comparable to those that the Company's financial statements can reasonably be expected to raise, or experience in actively supervising one or more persons engaged in such activities;
• an understanding of internal controls and procedures for financial reporting; and
• an understanding of the purpose of the Committee and how it should function.

3.3 The non-executive directors appoint the members of the Committee and may replace them at any time. The non-executive directors appoint one of the members as chair of the Committee. Neither the chair of the Board nor any former executive director of the Company may chair the Committee.

3.4 The term of office of a Committee member is generally not fixed in advance. The length of an appointment depends on the composition of the Board as a whole, of the non-executive directors as a group and of the other committees from time to time.

3.5 The secretary to the Board acts as secretary to the Committee. The secretary to the Board may delegate all or part of these duties to a deputy, appointed by the secretary to the Board in consultation with the chair of the Committee.

4. Duties and powers

General powers

4.1 Each member of the Committee has access to all relevant books, records and offices of the Company. Each member may interview officers and employees of the Company to the extent necessary or useful for the proper performance of their duties. Members exercise this right in consultation with the chair of the Committee and the secretary to the Board.

4.2 In performing its duties, the Committee may seek assistance or information from one or more experts it appoints, at a fee agreed with the Committee. The Company pays these fees.

4.3 It is not the duty of the Committee to plan or conduct audits, or to determine that the Company's financial statements and disclosures are complete, accurate and in accordance with generally accepted accounting principles and applicable rules and regulations. Neither these Terms of Reference nor any activity of the Committee releases the Board, the External Auditor or the internal auditors from their duties and responsibilities. The Committee does not provide any expert or special assurance on the Company's financial statements or on compliance with laws and regulations, nor any professional certification of the External Auditor's work.

Supervision of the External Auditor and the internal audit function

4.4 The Committee assesses and evaluates the External Auditor and the lead partner of the External Auditor's audit team.

4.5 At least once a year, the Committee obtains and reviews a report from the External Auditor on:

• the External Auditor's internal quality control procedures;
• any material issues raised by the most recent internal quality control review or peer review of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years, concerning one or more independent audits carried out by the firm;
• any steps taken to deal with those issues; and
• all relationships between the External Auditor and the Company.

4.6 The Committee evaluates the qualifications, performance and independence of the External Auditor, including whether the External Auditor's quality controls are adequate. It takes into account the opinions of the Board and the internal auditors.

4.7 The Committee ensures the rotation of the lead (or co-ordinating) audit partner with primary responsibility for the audit, the audit partner responsible for reviewing the audit and the other members of the external audit team, as required by law, regulation or any auditor independence policy of the Company.

4.8 Each year, the Committee reviews and discusses with the External Auditor and the Board the internal audit charter and the independence of the audit process, as prescribed by law, regulation and any auditor independence policy of the Company.

4.9 Before the audit, the Committee meets the External Auditor to discuss the planning, scope and staffing of the audit.

4.10 The Committee reviews the most significant reports to the Board prepared by the internal audit function, and the Board's response to them.

4.11 The Committee discusses with the External Auditor and the Board the responsibilities, budget and staffing of the internal audit function and any recommended changes to the planned scope of the internal audit.

4.12 If there is no separate internal audit department, the Committee advises the Board each year on whether such a department is needed and whether adequate alternative measures have been taken. On the Committee's proposal, the Board includes the conclusions, with any resulting recommendations and alternative measures, in the Report of the Board.

4.13 Each year, the Committee discusses with the External Auditor:

• the scope and materiality of the audit plan and the principal risks to the financial statements that the External Auditor has identified in the audit plan; and
• the findings and outcomes of the audit work on the financial statements and the management letter, also with reference to the documents on which the audit plan was based.

Supervision of financial reporting and publications

4.14 The Committee reviews and discusses with the Board and the External Auditor the Annual Accounts and the Report of the Board, including disclosures made in management interviews, analyses and similar material.

4.15 The Committee reviews and discusses with the Board and the External Auditor the interim financial statements before their release, including the results of any review of them by the External Auditor.

4.16 The Committee discusses with the Board and the External Auditor significant financial reporting issues and judgements made in preparing the Company's financial statements. These include the quality of earnings, significant deviations between planned and actual performance, any significant change in the Company's selection or application of accounting principles, any issue about the adequacy of the Company's internal controls, and any special steps taken because of control deficiencies.

4.17 The Committee reviews and discusses reports of the External Auditor on:

• all major elements of the accounting policies and the methods used;
• all alternative treatments of financial information within generally accepted accounting principles that have been discussed with the Board or any director, the consequences of using those alternative disclosures and treatments, and the treatment preferred by the External Auditor; and
• other important written communications between the External Auditor and the Board or any director, such as management letters.

4.18 The Committee discusses with the Board the Company's earnings press releases, including the use of non-GAAP information, and the Company's plans and policies for commenting on financial information and on earnings guidance given by analysts and rating agencies.

4.19 The Committee discusses with the Board and the External Auditor the consequences for the Company's financial reporting of legislative or regulatory initiatives and of off-balance-sheet structures.

4.20 The Committee discusses with the Board the Company's major financial risk exposures and the steps the Board has taken to monitor and control them, including the Company's risk assessment and risk management policies.

Supervision of compliance with legislation and regulations

4.21 The Committee obtains reports from the executive directors, the Compliance Officer, the head of the internal audit function and the External Auditor on whether the Company and its subsidiaries comply with applicable legislation and regulations and with the Company's internal rules.

4.22 The Committee reviews reports on, and intended disclosures of, insider and related-party transactions. It advises the Board on the Company's policies and procedures for compliance with applicable legislation and regulations.

4.23 The Committee discusses with the Board and the External Auditor any correspondence with regulators or governmental agencies, and any published reports, that raise material issues about the Company's financial statements or accounting policies.

4.24 The Committee discusses with the executive directors and the Head of Legal any legal issues that may materially affect the financial reports or the Company's policy on compliance with legislation and regulations.

4.25 The Committee discusses material matters in the half-yearly litigation overview.

Financing and finance-related strategies

4.26 At least once a year, the Committee reviews and discusses the Company's general financial strategy with the Board.

4.27 The Committee reviews and discusses with the Board the Company's financial policy and financial procedures, including its currency policies and procedures.

Appointment of the External Auditor and the internal audit plan

4.28 The Committee advises the Board on the nomination of the External Auditor for appointment, reappointment or dismissal, and prepares the selection of the External Auditor. In doing so, it gives due consideration to the observations of the Board.

4.29 The Committee submits a proposal to the non-executive directors for the External Auditor's engagement to audit the financial statements, taking into account the scope of the audit, the materiality to be applied and the audit fee. The executive directors facilitate this process. The non-executive directors decide on the engagement.

4.30 The Committee decides whether, and if so how, the External Auditor is involved in the content and publication of the Company's financial reports other than the Annual Accounts.

4.31 The Committee asks the External Auditor to include in its report the matters it wishes to bring to the attention of the Board in connection with its audit of the Annual Accounts and the related audits.

4.32 The internal audit function prepares an internal audit plan and involves the executive directors, the External Auditor and the Committee in its preparation. The internal audit plan is submitted to the executive directors and then to the non-executive directors for approval.

4.33 The internal audit function has sufficient resources to carry out the internal audit plan and has access to the information it needs for its work. It has direct access to the External Auditor and the Committee.

4.34 The internal audit function reports its audit results to the executive directors, reports the essence of those results to the Committee and informs the External Auditor. A record is kept of how the internal audit function has informed the Committee.

4.35 If the relationship with the external audit firm ends early, the Company publishes a press release after consulting the Committee.

5. Meetings

5.1 The Committee meets as often as needed for its proper functioning, and at least four times a year. At least once a year it meets the External Auditor without the executive directors present. Meetings are scheduled a year in advance where possible and, as far as possible, held shortly before meetings of the non-executive directors or of the Board. The Committee also meets whenever its chair or two other members consider it necessary.

5.2 The secretary of the Committee calls meetings in consultation with the chair of the Committee. Except in urgent cases, as determined by the chair, the agenda is sent to all members well before the meeting. Where possible, written explanations or other supporting documents are enclosed for each agenda item.

5.3 The chair of the Committee sets the agenda, chairs the meetings and ensures and actively promotes the proper functioning of the Committee.

5.4 The head of the internal audit function, the External Auditor and the Director of Finance attend Committee meetings unless the Committee decides otherwise. The Committee decides whether and when the Chief Executive Officer (CEO) attends. Independent experts may be invited to attend. Any non-executive director may attend meetings of the Committee.

5.5 The Committee may require any officer or employee of the Company, the Company's external legal advisers or the External Auditor to attend a meeting or to consult with members of, or advisers to, the Committee.

5.6 Each member of the Committee has one vote. Resolutions are adopted by an absolute majority of the votes cast. If the votes are tied, the chair of the Committee has the casting vote.

5.7 The secretary of the Committee, or another person designated by the chair of the meeting, draws up the minutes of each meeting.

6. Reporting to the Board

6.1 The Committee informs the Board clearly and in good time of how it has used its powers and of major developments in its area of responsibility.

6.2 The Committee reports its deliberations and findings to the Board. The report covers at least:

• the methods used to assess the effectiveness of the design and operation of the internal risk management and control systems;
• the methods used to assess the effectiveness of the internal and external audit processes;
• material considerations concerning the financial reporting; and
• how the material risks and uncertainties referred to in the Report of the Board have been analysed and discussed, with a description of the Committee's most important findings.

6.3 Each year, and earlier if needed, the Committee reports to the Board on the functioning of the External Auditor and on its dealings with the External Auditor.

6.4 The Committee informs the Board of the result of the statutory audit of the Annual Accounts and the consolidated accounts. It explains how the statutory audit has contributed to the integrity of the financial reporting and what the Committee's role was in that process.

6.5 The minutes of Committee meetings are circulated to all non-executive directors as soon as possible after each meeting.

6.6 On request, the chair of the Committee gives the Board further information at Board meetings on the outcome of the Committee's discussions.

6.7 Every non-executive director has unrestricted access to all records of the Committee.

7. General provisions

7.1 The chair of the Committee, or another Committee member, is available at the annual General Meeting to answer questions about the Committee's activities.

7.2 The Committee may in individual cases decide, at its sole discretion, not to comply with these Terms of Reference, subject to applicable law and regulations.

7.3 Clauses 28.4 to 28.6 of the Board of Directors Regulations apply to the Committee by analogy. For that purpose, a power of the Board or of the chair of the Board referred to in those clauses is a power of the Committee or of the chair of the Committee.

8. Approval and review

8.1 These Terms of Reference are approved by the Chief Executive Officer on behalf of the Board. The Board may amend them, and revoke any power it has granted to the Committee, at any time.

8.2 The Head of Legal owns these Terms of Reference and keeps them up to date.

8.3 The Committee reviews the adequacy of these Terms of Reference every year, reports its assessment to the Board and recommends any changes it considers appropriate.

8.4 History: first adopted by the board of the Company, then named DGB Group N.V., on 5 July 2021 and amended by its decision of 3 August 2021.