Corporate Governance

Deceuninck complies with the Belgian Corporate Governance Code 2020. The Board subscribes to the principles of corporate governance and transparency as set out in the Code and applies it as its reference code.

The Company adopted the one-tier board structure as the new governance structure of the Company.

This structure consists of the Board, which is authorised to perform all acts that are necessary or useful for the realisation of the object of the Company, except for those for which the general meeting is authorised by law.

The Board established an Audit Committee and a Remuneration and Nomination Committee, which have an advisory, supervisory and preparatory role for certain decisions the Board must make.

Finally, the Board granted a special power of attorney to the CEO, as published in the Annexes to the Belgian Official Gazette.

Board of Directors

The Board currently consists of seven Directors, four of which are Independent Directors in accordance with the Corporate Governance Code 2020. Two Directors were appointed on the recommendation of important shareholders.

Deceuninck’s Honorary Directors are Mr. Willy Deceuninck, Mr. Arnold Deceuninck and Mr. Pierre Alain De Smedt †. The Company Secretary is Mrs. Ann Bataillie, representing Bakor BV. The Statutory Auditor is PwC Bedrijfsrevisoren BV, represented by Mr. Wouter Coppens.

Function	Name	Membership Committees	Latest renewal mandate	Mandate expiry
Executive Director (a.i.)	Francis Van Eeckhout, representative of Beneconsult BV**		25/04/2023	AGM 2027
Chairman (a.i.)	Marcel Klepfisch, representative of Marcel Klepfisch SAS	Member of the Audit Committee – Chairman of the Remuneration and Nomination Committee	22/04/2025	AGM 2029
Vice Chairwoman	Benedikte Boone, representative of Venture Consult BV**	Member of the Audit Committee – Member of the Remuneration and Nomination Committee	22/04/2025	AGM 2029
Vice Chairman	Wim Hendrix, representative of Homeport Investment Management BV*	Chairman of the Audit Committee	28/04/2026	AGM 2030
Director	Ann Vereecke, representative of Ann Vereecke BV*	Member of the Remuneration and Nomination Committee	22/04/2025	AGM 2029
Director	Koen Verhaert, representative of P.O. Management BV*		28/04/2026	AGM 2030

^{_{*Independent Director

**Representative of significant shareholder}}

Executive Management

The Executive Management supports the CEO in the day-to-day operational management of the Group, and the execution of its responsibilities in accordance with the values, strategies, policies, plans and budgets that are determined by the Board. The CEO, SVP Finance and General Counsel were delegated the day-to-day management of the Company in accordance with article 7:121 BCA.

Name	Function
Francis Van Eeckhout, representative of Beneconsult BV	CEO (a.i.)
Serge Piceu, representative of Emveco BV	CFO
Annelies Willemyns, representative of Fortius BV	General Counsel
Ann Bataillie, representative of Bakor BV	CHRO (a.i.)
Alp Günvaran	Managing Director Turkey and APAC
Bernard Vanderper	Commercial Director Europe
Etem Gökmen	Operations Director Europe and Group CTO
T.b.a.	Managing Director North America
Filip Levrau	CIO
Katleen Troosters	Head of Marketing and Communications

Rules, Policies & Compliance

Deceuninck attaches great value to good corporate governance. The following chapter contains Deceuninck’s Corporate Governance Charter, the Renumeration Policy and the Dealing Code.

Corporate Governance

In its Corporate Governance Charter, Deceuninck sets out the main aspects of its governance policy, such as its governance structure, the terms of reference of the board and its committees, the general meeting, conflict of interest regime and measures to prevent market abuse.

The Charter should be read in addition to the provisions applicable to Deceuninck and on which it is based, in particular (i) its Articles of Association, (ii) the Belgian Code on Companies and Associations, and (iii) the Corporate Governance Code 2020.