Redcare Pharmacy N.V.

Governance Information • Jun 19, 2023

SUPERVISORY BOARD PROFILE

1. GENERAL

• 1.1 This profile was prepared in accordance with Article 2.1 of Redcare Pharmacy N.V.'s (the Company) rules of the Supervisory Board (the Supervisory Board Rules ).
• 1.2 The words and expressions used in this profile have the meaning given to them in the Supervisory Board Rules.
• 1.3 Taking into account the nature of the Company's business and its activities, the Supervisory Board's profile and composition is as follows.

2. COMPOSITION

• 2.1 The profile and composition of the Supervisory Board as a whole needs to be aligned with the profile and strategy of the Company. The Supervisory Board strives for a balanced distribution of specific expertise in relation to the business activities, strategy and long term goals of the Company.
• 2.2 With regard to the composition and selection of members of the Supervisory Board, the Supervisory Board aims to comply with the Code, and the aim is for a balance in terms of gender, age, experience, independence and active and retired background.
• 2.3 Given the size of the Company, the Supervisory Board generally considers five members to be a good composition and three members as a minimum. However, the number of members necessary is dependent on the combined qualifications of the members in view of the required qualifications of the Supervisory Board as a body and subject to approval by the General Meeting.
• 2.4 The Supervisory Board shall have a chairperson and a vice-chairperson. The chairperson of the Supervisory Board shall at all times be independent within the meaning of the Code.

3. QUALIFICATIONS

• 3.1 Currently the Supervisory Board consists of five members. Members of the Supervisory Board are selected and recommended according to the following selection criteria:
  • 3.1.1 overall professional experience;
  • 3.1.2 sector experience;
  • 3.1.3 background, education, training and degrees;
  • 3.1.4 other relevant specific skills;
  • 3.1.5 independence; and
  • 3.1.6 professionalism and integrity.

• 3.2 The preferred composition of the Supervisory Board shall be such that:
  • 3.2.1 the combined knowledge, experience and expertise of its members, taken together, enables the Supervisory Board to fully carry out its duties, with a primary focus on supervising the policies of the Managing Board and the general affairs of the Company as well as to assist the Managing Board by providing advice;
  • 3.2.2 the members are able to operate critically and independently vis-à-vis one another, the Managing Board and any particular interests involved; and
  • 3.2.3 backgrounds, skills, approaches and personalities are complementary, resulting in a combined Supervisory Board that is more than the sum of its individual members.
• 3.3 The members of the Supervisory Board shall possess reputations of high professionalism and high integrity in their prior experience and business dealings. The Supervisory Board aims for a diverse composition in terms of factors such as gender, age, experience, independence and active and retired background.
• 3.4 The Supervisory Board and each individual member of the Supervisory Board shall devote sufficient time to the fullest performance of its duties as demanded by developments in the Company.
• 3.5 Each member of the Supervisory Board shall have the specific expertise required for the fulfilment of his/her duties. Each member of the Supervisory Board shall be capable of assessing the broad outline of the overall management.
• 3.6 The Supervisory Board operates as a team and each of its members is guided by the interests of the Company and the enterprise connected with it. The Supervisory Board as a body should have the necessary qualifications in the following areas:
  • 3.6.1 general management;
  • 3.6.2 company strategy and risks inherent to the Company's business;
  • 3.6.3 corporate finance and M&A;
  • 3.6.4 financial administration and accounting, financial reporting and internal risk management and control;
  • 3.6.5 legal affairs and corporate governance;
  • 3.6.6 commercial / marketing / digital channels;
  • 3.6.7 human resources, organization and management development;
  • 3.6.8 business and the community (corporate responsibility, sustainability and social matters in the markets in which the Company does business); and
  • 3.6.9 disclosure and communication matters in a listed company.

• 3.7 Following completion of its mandate, a member of the Supervisory Board shall be nominated for reappointment only after careful consideration and taking into account the manner in which the candidate fulfilled his/her duties as member of the Supervisory Board. The profile referred to above shall also be applied in the case of a reappointment.
• 3.8 This profile will be assessed annually by the Supervisory Board.