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Corporate Structure & Governance

Kardan has a one-tier governance system. As such there is one Board, composed of one executive Board Member, the Chief Executive Officer (‘CEO’) and a number of non-executive Board Members, amongst whom the Chairman of the Board. The CEO is entrusted with the day-to-day management of Kardan and is accountable to the Board. The CEO is supported by the Chief Financial Officer, together they form the Executive Management. Notwithstanding the aforementioned distribution of executive tasks, the Board as a whole is ultimately responsible for the management of Kardan.

A General Meeting of Shareholders is held at least once a year, during which the annual report and related issues are discussed and the financial statements are adopted, as well as any other matter(s) subject to the approval of the General Meeting of Shareholders.

Corporate Governance Code

As Kardan is a company with a statutory seat in the Netherlands and is listed on the Euronext Amsterdam stock exchange, it is subject to the Dutch Corporate Governance Code (‘Code’).

The Code contains best practice provisions and principles stipulating standards that govern the relation between, and the conduct of the Board, the executive and non-executive Board Members and the shareholders. The Code sets national and international best practice standards which may be perceived as general principles of good corporate governance. Listed Companies may deviate from the Code. Kardan reports yearly on corporate governance in its Annual Report and, in accordance with the Code, explains possible deviations of Kardan from the Code in specific instances.