3.3Remuneration Report


Letter from the Chair of the Appointment and Remuneration Committee for remuneration matters

Dear shareholder,

The Company delivered a good business performance in terms of Profitability, Growth and Sustainability. As a consequence, the Management Board variable compensation (STI) has been awarded accordingly.

Bruno Chabas (CEO) announced his end of term resignation early 2024. The Supervisory Board has appointed as his successor the current COO, Øivind Tangen, who has proven himself and knows the Company well. His base salary has been increased but is set lower than his predecessor and well within the benchmark and the Management Board Remuneration Policy. With the succession, the number of Management Board members goes from three to two.

In the accounting of our implementation of the Management Board Remuneration Policy, we have made some improvements in information and presentation in this report. The presentation on STI targets and performance is more detailed and other tables have been made more concise and accessible. In an outlook paragraph at the end of the report we set out the adjustments in base salaries.

We engage with our shareholders and listen to their input. Our remuneration policies have their full support. We have reviewed the Supervisory Board Remuneration Policy that was approved by the AGM in 2020 with over 99% of the vote. We conclude that the Policy serves its purpose in full and propose only minor changes in our submission to the AGM in 2024.

Pursuant to Dutch law, our Management Board Remuneration Policy must be approved by shareholders every four years and is therefore subject to renewal at the AGM in 2025. In this context, the base salary of Douglas Wood (CFO) will be benchmarked this year. We will seek input from our shareholders on the Remuneration Policy during the course of 2024.

Below you find a full account of our remuneration policies and how we implemented them in 2023. We look forward to engage on this report with you and thank you for your support.

On behalf of the Appointment and Remuneration Committee,

Allard Castelein, Chair for remuneration matters