Terms of Reference Health, Safety and Environment (HSE) and Sustainability Committee

1. Purpose

1.1 These Terms of Reference set out the composition, duties, powers and working methods of the Health, Safety and Environment (HSE) and Sustainability Committee of Green Earth Group N.V. (the Company).

1.2 The Committee assists the Board in overseeing the Company's health, safety and environment programmes, policies and performance, and the Company's sustainability strategy, goals, performance and disclosures.

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 Health, Safety and Environment (HSE) and Sustainability Committee.
• General Meeting means the general meeting of shareholders of the Company.
• HSE means health, safety and environment.

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.

3.2 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.

3.3 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 of the Company from time to time.

3.4 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

Health, safety and environment

4.1 The Committee assesses the effectiveness of the HSE programmes and initiatives that support the Company's Occupational Health and Safety Policy and Environmental Policy.

4.2 The Committee reviews the status of the Company's HSE policies and performance, including compliance with applicable laws and regulations and the programmes to manage risk.

4.3 The Committee reviews and monitors the Company's HSE performance statistics.

4.4 The Committee reviews and approves the scope and budget of the HSE audit programme and regularly monitors its results.

4.5 The Committee reviews how the Company communicates with employees and contractors about the importance of developing a culture of HSE responsibility.

Sustainability

4.6 The Committee oversees the Company's strategy, policies and initiatives on sustainability, as linked to the Company's overall strategy.

4.7 The Committee monitors and periodically discusses the Company's sustainability goals, targets, objectives and risk management, and the progress made in these areas. This includes progress towards B Corp certification, which Green Earth is working towards.

4.8 The Committee monitors and periodically discusses current and emerging topics, technologies and trends in sustainability. These include new or emerging opportunities and projects that may affect the Company's business, operations, performance or public image, or that are otherwise relevant to the Company and its stakeholders.

4.9 The Committee periodically reviews and evaluates the sustainability performance metrics and key performance indicators, with a longer-term view to achieving the targets the Company has announced.

4.10 The Committee reviews the Company's sustainability disclosures in the annual report and any periodic disclosures on sustainability.

Investigations, advisers and other duties

4.11 The Committee may conduct any investigation or audit it considers necessary or appropriate to carry out its duties.

4.12 The Committee has the sole authority to retain and dismiss special legal counsel and other advisers and experts as it considers necessary or appropriate to carry out its duties, and to approve their fees and terms of engagement.

4.13 The Committee performs any other duties and responsibilities the Board assigns to it.

5. Meetings

5.1 The Committee meets as often as needed for its proper functioning, and at least twice a year. Meetings are scheduled a year in advance where possible. 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 Committee decides whether and when executive directors, management, employees of the Company or independent experts are invited to attend its meetings or to meet with members of, or consultants to, the Committee. Any non-executive director may attend meetings of the Committee.

5.5 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.

5.6 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.

6.3 The minutes of Committee meetings are circulated to all members of the Board as soon as possible after each meeting.

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

6.5 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.