Terms of Reference Nomination and Remuneration Committee

1. Purpose

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

1.2 The Committee assists the Board on the composition, succession and assessment of the Board and its directors, on talent management for senior management, and on the remuneration of the directors, including the Remuneration Policy and the Remuneration Report.

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 Nomination and Remuneration Committee.
• General Meeting means the general meeting of shareholders of the Company.
• Remuneration Policy means the Company's Remuneration Policy as adopted by the General Meeting.

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. The Senior Independent Director is a member of the Committee.

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. Neither the chair of the Board nor any former executive director of the Company may chair 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 non-executive directors as a group and of the other committees 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

Nomination

4.1 At least once a year, the Committee reviews the composition and size of the Board to ensure that the Board has appropriate expertise, diversity and independence, and amends the Board Profile accordingly.

4.2 The Committee carries out succession planning for the Board and its committees, aimed at retaining the required expertise, experience and diversity. It makes recommendations to the Board for the appointment and reappointment of directors in line with the appointment procedures for directors.

4.3 At least once a year, the Committee assesses the functioning of the individual directors and of the Board as a whole, and reports its findings to the Board.

4.4 The Committee supervises the Board's policy on selection criteria and appointment procedures for senior management, and on talent management for senior management.

4.5 In performing the duties in clauses 4.1 to 4.4, the Committee takes the Diversity and Equal Opportunity Policy into account.

4.6 The Committee prepares the Board's deliberation when a director intends to accept a nomination for a board position at a company that is not affiliated with a company where that director already holds a board position.

Remuneration

4.7 The Committee prepares the Remuneration Policy, including severance pay, for the executive directors and submits a clear and understandable proposal for it to the Board. The Remuneration Policy is submitted to the General Meeting for adoption at least every four years. The proposal considers at least:

• the creation of long-term value;
• the scenario analyses carried out in advance;
• the pay ratios within the Company and its business;
• the development of the market price of the Company's shares;
• an appropriate ratio between the variable and fixed remuneration components, with the variable component linked to predetermined, assessable and influenceable targets that are predominantly long-term;
• if shares are awarded, the terms and conditions that apply, such as the five-year lock-up period after the award; and
• if share options are awarded, the terms and conditions that apply and the conditions on which the options can be exercised, such as the three-year non-exercise period after the award.

4.8 The Committee makes plans and proposals for the compensation of the executive directors, including annual proposals for short-term and long-term incentives, taking market developments into account.

4.9 The Committee plans and prepares targets and performance assessments for the directors.

4.10 The Committee makes a proposal for the remuneration of each individual executive director in accordance with the Remuneration Policy. The proposal sets out the remuneration structure, the amounts of the fixed and variable components, the performance criteria used, the scenario analyses and the pay ratios within the Company and its business.

4.11 When drafting the proposal for the remuneration of the executive directors, the Committee takes note of each executive director's views on the amount and structure of their own remuneration, and of the criteria listed in clause 4.7.

4.12 If the executive directors establish an Executive Committee, the Committee prepares an annual discussion by the Board of the remuneration of the members of the Executive Committee who are not executive directors.

4.13 The Committee prepares the Remuneration Report.

4.14 The Committee makes proposals to the non-executive directors for the remuneration of each individual non-executive director. These proposals are submitted to the General Meeting for adoption.

4.15 In drawing up the Remuneration Policy and advising the Board, the Committee ensures that the remuneration structure, including severance pay, is simple and transparent. The structure promotes the long-term interests of the Company, does not encourage directors to act in their own interests or to take risks that are not in line with the adopted strategy, and does not reward directors who have not performed when their employment ends. The level and structure of the remuneration are such that qualified and expert directors can be recruited and retained.

4.16 The Committee ensures that the main elements of a director's contract with the Company are made public after the contract has been concluded, and in any event no later than the date of the notice calling the General Meeting at which the director's appointment will be proposed.

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 the Chief Executive Officer (CEO) attends its meetings. The CEO does not attend any part of a meeting at which the CEO's remuneration is discussed. The Chief of Staff and independent experts may be invited to attend. 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 non-executive directors 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 non-executive directors.

6.3 The minutes of Committee meetings are circulated to all non-executive directors 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. The Remuneration Policy itself is adopted by the General Meeting, not by the Board.

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.