Ontex Group Public limited Company Korte Keppestraat 21 9320 Erembodegem BTW BE 0550 880 915 RPR Dendermonde (the "Company")

BOARD OF DIRECTORS REPORT OF NV ONTEX GROUP TO THE ORDINARY SHAREHOLDERS MEETING OF MAY 5, 2022

General

The Board of Directors presents you the separate annual accounts and reports to you in respect of its management during the financial year started on January 1, 2021 and ended on December 31, 2021.

Introduction

In 2021, we put in place important building blocks necessary to turn around the Group's operating and financial performance. We have a new strategy with clear growth drivers, a new management team, and major action plans to improve our operations with ambitious cost reduction targets. With the unprecedented rise in input costs, we are working closely with our customers to implement price increases and drive mix. The amount of structural cost savings being delivered is very promising and underwrites our potential margin improvement once the raw material crisis is behind us. In line with our strategic choices, we are pursuing divestment opportunities for the Emerging Markets activities.

Revenue was €2,026.4 million, -1.5% down like for like on lower volumes. Prices remained overall stable with a year-on-year increase in the second half of the year offsetting the decrease in the first half. Increases in the AMEAA division in the second half, accelerated in the fourth quarter, offsetting a decrease in the Europe division resulting from pricing investments on tenders made in 2020 and early 2021. Volumes were down 1.4%, with improving performance in the second half, despite the impact of supply chain disruptions. These were particularly felt in the feminine care category, as well as some lifestyle brands where specialized raw materials were unavailable. The forex effect was negative for - 1.7pp, linked to the devaluation of the Turkish lira and Brazilian real primarily, and to a lesser extent the US dollar. Scope changes added +0.3pp, following an acquisition mid-2020.

Adjusted EBITDA was €172.2 million, -26.9% lower year on year, as margin decreased -2.8pp to 8.5%. The revenue decrease accounted for -1.0pp, while adverse forex and scope changes were -0.3pp.

Free cash flow (after-tax) stood at €52.9 million. The €6.6 million decrease compared with prior year essentially reflects solid working capital and capex discipline offsetting most of the €63 million lower adjusted EBITDA. Capex, lease payments and smaller assets disposals were €(77.4) million combined, €53.7 lower. The cash impact of non-recurring costs, excluding the €80 million benefit from the arbitration settlement in Brazil, was €(35) million, €10 million less than in 2020. Cash taxes represented €(20.6) million, €12.7 million less.

Comments to the statutory accounts per December 31, 2021

3.1 Financial year

The financial year started on January 1, 2021 and ended on December 31, 2021, which is a period of 12 months.

3.2 Balance Sheet

The most important sections are disclosed here below.

The section 'Formation expenses' amounts to €78,449 and consists out of the issuance costs of the new shares issued in view of the capital increases realized in previous years.

The section 'Intangible fixed assets' includes the concessions and licenses for the SAP and Microsoft software for an amount of €15,691,224.

The section 'Tangible fixed assets' amounts to €867,822 and mainly consists out of IT servers and IT related material.

The section 'Financial fixed assets' includes the participation of Ontex Group NV in Ontex BV for an amount of €1,907,965,289. This section also includes loans to affiliated companies for an amount of €899,403,963 and guarantees for an amount of €140,677 per December 31, 2021.

The section 'Amounts receivable within one year – trade debtors' amounts to €47,684,197 and consists mainly of factored trade receivables.

The section 'Amounts receivable within one year - Other amounts receivable' amounts to €173,965,762 per December 31, 2021 and consists mainly of current accounts with other members of the Ontex Group, which are managed on a daily basis and on which monthly interests are charged.

The accrued income and deferred expenses mainly include accrued interests of the above mentioned loans.

The section 'Current investments – Own shares' consists out of an amount of €9,654,169 of treasury shares. The Group implemented a full hedging program through a total return swap on June 1, 2015 for the share-based payments following the Long Term Incentive Plans

This is extended on annual basis. As a consequence, Ontex Group NV recognized treasury shares for the above-mentioned amount.

De section 'Capital' amounts to €823,587,466, represented by 82,347,218 shares without nominal value.

The 'Share premium' amounts to €412,742,142 per December 31, 2021.

The section 'Reserves' amounts to €267,296,277 per December 31, 2021 and consists out of the following reserves:

Legal Reserve for an amount of € 29,660,184. This reserve was established based on art. 7:211 of the Belgian company code. Each year, the annual shareholders should allocate at least 5% of the net result to a legal reserve. The obligation to provide for this reserve ends when 10% of the issued capital is reached.
Unavailable reserves for own shares for an amount of € 9,659,456.

In view of the recognition of own shares, the company formed an unavailable reserve in accordance with art. 7:217 of the Belgian company code. An unavailable reserve should be formed equal to the value of the own shares included on the balance sheet of the company.

The section 'Provisions for other liabilities and charges' amounts to €5,012,473 and consists of the provision in view of the Long Term Incentive Plan (LTIP), based on a combination of stock options, Restricted Stock Units – RSUs and Performance Stock Units – PSUs. For more information on this incentive plan, we refer to chapter 15 of this report.

The section 'Amounts payable after more than one year' amounts to € 861,228,726 per December 31, 2021 and is composed of Senior Term Loan Facilities (€ 220,000,000) and an Unsubordinated Bond Loan (€ 580,000,000); loans received from members of the Ontex Group (€30,000,000) and a loan issued by ING in view of the total return swap (€31,228,726) for share-based payments.

The section 'Amounts payable within one year' amounts to €443,925,817 and mainly consists out of the outstanding debt in view of the factoring agreements in place for all the members of the Ontex Group (€141,803,067), trade debts (€11,484,078), tax payables (€441,826) and payables with regard to remuneration and social security (€2,920,696).

The section 'other amounts payable' amounts to €287,276,150 and mainly consists out of current accounts with other members of the Ontex Group (€287,207,820).

The accrued expenses and deferred income consist mainly of the accrued interests on the abovementioned borrowings.

3.3 Income Statement

The operational loss amounts to €18,859,442 at the end of 2021.

The financial result at the end of 2021 amounts is a loss of €823,955. This is mainly the result of amounts written off own shares (€5,351,761) and of interests calculated on loans issued to different members of the Ontex Group (€25,800,978) and interest charges on the debt and current account positions with the different members of the Ontex Group.

The company closes the year 2021 with a loss of €19,745,775.

Reporting & Analysis required by Article 3:6§ 1, 1° Belgian Companies Code

With regard to the analysis & reporting requirement as stated in Article 3:6 §1, 1° of the Belgian Companies Code, the following can be stated:

Considering the activity of the company, rendering of services within the Ontex group, the company stand alone is not exposed to operational risks other than those applicable for the Ontex Group. For an overview of the risks and uncertainties of the Ontex Group, we refer to chapter 21 of this report.

Events after the end of the reporting period ended December 31, 2021 (Article 3:6§ 1 ,2° Belgian Companies Code)

The relevant events after the end of the reporting period can be found in note 7.32 of the consolidated financial statements.

Circumstances that may have a material impact on the development of the company (Article 3:6§ 1,3° Belgian Companies Code)

Unless mentioned otherwise in this report, no circumstances have occurred that could affect the company's development considerably.

Research and Development expenses (Article 3:6 § 1, 4° Belgian Companies Code)

Given the holding activity of the company, there were no significant expenses related to research and development in 2021.

Information in relation to branch offices (Article 3:6 § 1, 5° Belgian Companies Code) The company does not have any branches.

Continuity of the Company (Article 3:6, §1 6° Belgian Companies Code)

Since the results of the financial years as per December 31, 2020 and 2021 close with a loss, the application of the valuation rules on the assumption of continuity, in accordance with article 3: 6, §1 6 °New Companies Code, must be justified.

The company is subject to the same continuity risk as the group as a whole.

Management has prepared detailed budgets and cash flow forecasts for the next years, which reflect the strategy of the Group. Management acknowledges that uncertainty remains in these cash flow forecasts, but the Company is confident that, taking inro account its available cash, cash equivalents, facilities available to the Company as committed facilities, it has sufficient liquidity to meet its present and future obligations and cover working capital needs.

The Group complied with all requirements of the loan covenants on its available credit facilities throughout the reporting period. Furthermore, as a support for the implementation of the strategic review communicated in December 2021, the leverage covenant is temporarily (till June 30, 2023) replaced by a liquidity covenant providing the company sufficient headroom.

Financial Instruments (Article 3:6 § 1, 8° Belgian Companies Code)

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate-, foreign exchange rate- and commodity price risks. Therefore, interest rate SWAP's and cross currency interest rate SWAP's contracts are used to fix the interest charges on the loans with variable interest rate. During 2019, the Group decided to enter into cross currency interest rate SWAP's and commodity hedging contracts for the raw material prices. The policy related to the currency risk hedging was followed appropriately. The Group also has a full hedging program for the share-based payments through a total return swap. The purpose of this financial instrument is to effectively hedge the risk that a price increase of the Ontex shares would negatively impact future cash flows related to the share-based payments.

Acquisition own shares

On May 25, 2018, the Extraordinary Shareholders' meeting renewed the authorization towards the Board with respect to the acquisition of own shares subject to the following conditions:

associated certificates for a price which will respect the legal requirements, but which will in any case not be more than 10% below the lowest closing price in the last thirty trading days preceding the transaction and not more than 5% above the highest closing price in the last thirty trading days preceding the transaction. This authorization is valid for five years from May 25, 2018. This authorization covers the acquisition on or outside the stock market by a direct subsidiary within the meaning and the limits set out by Article 627, indent 1 of the (former) Belgian Companies Code. If the acquisition is made by the Company outside the stock market, even from a subsidiary, the Company shall comply with Article 620, §1, 5° of the (former) Belgian Companies Code.

Further details with respect to the acquisition of own shares can be consulted within chapter 2.1 of this report.

Compliance with the 2020 Belgian Code on Corporate Governance (Article 3:6 §2, 1°& 2° 11. Belgian Companies Code)

The Company is committed to high standards of corporate governance and relies on the 2020 Corporate Governance Code as its reference code. The 2020 Corporate Governance Code is based on a "comply or explain" approach. Belgian listed companies must comply with the Corporate Governance Code but may deviate from those provisions which are not otherwise contained in the Belgian Code of Companies and Associations, and provided they disclose the justification for any such deviations in their corporate governance statement included in the Annual Report in accordance with Article 3:6, §2, first paragraph, 2° of the Belgian Code of Companies and Associations.

On 9 October 2020, when the Company's Corporate Governance Charter was amended to comply with the requirements of the 2020 Corporate Governance Code, the Board opted to implement a one-tier governance structure. Ontex's prior governance structure, consisting of a board of directors and a management committee (directiecomité) within the meaning of article 524bis of the (former) Belgian Companies Code, is no longer available under the Belgian Code of Companies and Associations. After careful deliberation, the Board came to the conclusion that a one-tier structure most adequately responds to the principal considerations of (i) preserving the status quo with regard to the existing allocation of powers between the Board and management and (ii) maintaining its current practices of good governance. The Board thus is the highest administrative body of the Company. It is authorized to perform all acts that are necessary or useful for the realization of the object of the Company, except for those powers that are reserved by law to the shareholders' meeting. The Board decides on the strategy of the Company and takes all important investment and divestment decisions. The Board has delegated the operational management of the Company to the Executive Committee, which will exercise such operational management within the framework of the strategy determined by the Board. While the new governance model is slightly different from a legal perspective, there are little practical implications, as the powers delegated to the Executive Committee will mirror the powers that were previously exercised by the management committee.

The Company complies with all provisions of the 2020 Corporate Governance Code, except in respect of the following:

Provision 4.2 of the 2020 Corporate Governance Code provides that strategy formulation should not be referred to any permanent committee. In October 2020 the Board created the Strategy Committee in light of the strategic challenges and need for a strategic review of the Company's business and operations. The Strategy Committee, which is advisory committee,

aims to enhance and expedite the Board's strategic decision-making, and to support Management's reshaping of the Company's strategic agenda and to exercise support and oversight in relation to the implementation thereof. Continued care and attention is given to ensure that the Board remains fully in charge of all strategic decisions to be taken by the Company.

Provision 7.6 of the Corporate Governance Code provides that a non-executive board member should receive part of their remuneration in the form of shares in the Company. After due consideration, it has been decided that the remuneration of the Non-Executive Directors will continue to be paid fully in cash, because of the complex tax and social security consequences of paying part of the remuneration in shares, both for the beneficiaries and for the Company. We are, however, of the opinion that share ownership by Non-Executive Directors can have a positive impact on their commitment and engagement. Therefore, the Company has issued a recommendation to Non-Executive Directors to build, over their four-year tenure, an Ontex equity stake equivalent to one time the Non-Executive Director's fixed fee, and to keep this equity stake during at least one year following the end of their Board mandate.
Provision 7.9 of the Corporate Governance Code provides that the Board of Directors should set a minimum threshold of shares to be held by the executives. The CEO is requested to build a shareholding of two times the annual salary, while other members of the Executive Committee are required to hold one time their annual salary in shares. Such shareholding must be gradually built up by holding on to at least 50% of the long-term incentive instruments when they vest, until the aforementioned shareholding is reached.

Capital and Shareholders

13.1 Capital and capital evolutions during 2021

At 31 December 2021, the capital of Ontex Group NV amounted to €823,587,466.38 and was represented by 82,347,218 shares without nominal value. Each share represents 1/82,347,218th of the capital and carries one vote. The shares are listed on Euronext Brussels.

The Company adopted various Long-Term Incentive Plans ("LTIP"). None of the share instruments granted do confer any shareholder rights prior to the exercise or vesting of the respective instruments. The shares to be delivered to participants are existing shares of the Company with all rights and benefits attached to such shares. A more detailed description of the LTIP is set out in the Remuneration Report and Remuneration Policy.

The grants made by Ontex under its LTIP provide for a three-year vesting period. Accordingly, the grants that were made in 2018 vested as from 2021.

Ontex has entered into the forward purchase agreements in order to hedge its obligations under grants made in the framework of its LTIP. These consist of one-year forward purchase agreements, which are being extended on a yearly basis.

Date	Maturity	Number of shares	Strike Price	Highest Price	Lowest Price
Originally entered into on 1 July 2016 and extended on 22 June 2021	21 June 2022	291,757	€ 28.965	€ 30.515*	€ 27.145*
Originally entered into on 22 June 2017 and extended on 22 June 2021	21 June 2022	332,043	€ 32.298	€ 33.405**	€ 31.555**
Originally entered into on 22 June 2018 and extended on 22 June 2021	21 June 2022	536,409	€ 22.4709	€ 24.240***	€ 19.200***

As of 31 December 2021, the following purchase agreements are outstanding in respect of Ontex's own shares:

* The highest price and lowest price, respectively, reflects the highest price and lowest price of Ontex shares on Euronext Brussels during the period 20 June 2016 until 1 July 2016 during which underlying Ontex shares were bought by its counterparty under the forward purchase agreement and on the basis of which the strike price of € 28.965 was determined.

** The highest price and lowest price, respectively, reflects the highest price and lowest price of Ontex shares on Euronext Brussels during the period 7 June 2017 until 22 June 2017 during which underlying Ontex shares were bought by its counterparty under the forward purchase agreement and on the basis of which the strike price of € 32.298 was determined.

*** The highest price and lowest price, respectively, reflects the highest price and lowest price of Ontex shares on Euronext Brussels during the period 29 May 2018 until 22 June 2018 during which underlying Ontex shares were bought by its counterparty under the forward purchase agreement and on the basis of which the strike price of € 22.4709 was determined.

More details about the vested Stock Options and RSUs can be found in the Remuneration Report.

More details about the forward purchase agreement can be found in the financial statements.

Pursuant to the above, on December 31, 2021, 220,931 shares of the Company were held by the Company.

On December 31, 2021, 16,355,865 shares of the Company were registered shares.

13.2 Shareholder Evolution

Pursuant to the Company's Articles of Association and the Corporate Governance Charter, the applicable successive thresholds as regards the application of the Law of May 2, 2007, on the disclosure of significant shareholdings in issuers whose shares are admitted to trading on a regulated market and other provisions (hereafter the 'Law of May 2, 2007') and the Royal Decree of February 14, 2008 on

the disclosure of significant shareholdings, are set at 3%, 5%, 7.5%, 10% and any subsequent multiples of 5%.

In the course of 20211, the Company received the following transparency declarations:

On January 4, 2021, Zadig Asset Management SA notified the Company that as a result of the disposal of voting securities or voting rights, it holds no shares in Ontex and has so crossed the threshold of 3% of voting securities in Ontex downward on.

On April 22, 2021, Groupe Bruxelles Lambert and its affiliated entities, notified the Company that it holds, as a result of the acquisition of voting securities or voting rights, 16,454,453 shares in Ontex and has so crossed the threshold of 15% of voting securities in Ontex upward to 19.98%.

On July 24, 2021, Veraison SICAV – Engagement Fund notified the Company that it holds, as a result of the acquisition of voting securities or voting rights, 2,497,800 shares in Ontex and has so crossed the threshold of 3% of voting securities in Ontex upward to 3.03%.

We refer to our website for transparency declarations received after December 31, 2021.

13.3 Shareholder structure

The shareholder structure of the Company on December 31, 20211 was, based on the transparency declarations received by the Company, as follows:

			Date threshold
Shareholders	Shares	%2	crossed
Groupe Bruxelles Lambert SA	16,454,453	19.98%	20 April 2021
ENA Investment Capital	12,411,999	15,07%	29 April 2020
The Pamajugo Irrevocable Trust	2,722,221	3,64%	29 February 2016
Veraison SICAV – Engagement Fund	2,497,800	3,03%	20 July 2021

To the knowledge of the Company, no shareholders' agreements are currently in place.

Dealing and Disclosure Code

Ontex takes compliance with applicable market abuse regulations very seriously. On 3 June 2014, the Board approved the Ontex Dealing and Disclosure Code (the "Dealing and Disclosure Code"). The Dealing and Disclosure Code was subsequently amended on 2 April 2015 and most recently on 28 June 2016. The Dealing and Disclosure Code restricts transactions in Ontex Group NV securities by members of the Board and of the Executive Committee, and by certain senior employees of the Ontex Group during closed and prohibited periods. The Dealing and Disclosure Code also contains rules concerning the internal approval of intended transactions, as well as the disclosure of executed transactions through a notification to the Belgian Financial Services and Markets Authority, and disclosure of inside information. The Corporate Legal Counsel is the Compliance Officer for purposes of the Dealing and Disclosure Code.

¹ Updates subsequent to December 31, 2021 are described on our website (http://www.ontex.com/investors/shareholder-resources-center). 2

Percentage based on the outstanding share capital of the Company at the time of the declaration.

Risk management and internal control framework (Article 3:6 § 2, 3° Belgian Companies Code) 15.1 Introduction

The Ontex Group operates a risk management and control framework in accordance with the Belgian Companies Code and the Corporate Governance Code.

The Ontex Group is exposed to a wide variety of risks within the context of its business operations that can result in its objectives being affected or not achieved. Controlling those risks is a core task of the Board (including the Audit and Risk Committee), the Management Committee and all other employees with managerial responsibilities.

The risk management and control system has been set up to reach the following goals:

Achievement of the Ontex Group objectives;
Achieving operational excellence;
Ensuring correct and timely financial reporting; and
Compliance with all applicable laws and regulations.

15.2 Control Environment

15.2.1 Three lines of defense

The Ontex Group applies the "three lines of defense model" to clarify roles, responsibilities and accountabilities, and to enhance communication within the area of risk and control. Within this model, the lines of defense to respond to risks are:

First line of defense: line management is the first responsible for assessing risks on a day-today basis and implementing controls in response of these risks.
Second line of defense: the oversight functions like Finance and Controlling, Quality, Compliance, Tax and Legal oversee and challenge risk management as executed by the first line of defense. The second line of defense actors provide guidance and direction and develop a risk management framework.
Third line of defense: independent assurance providers like internal audit and external audit challenge the risk management processes as executed by the first and second line of defense.

15.2.2Policies, procedures and processes

The Ontex Group fosters an environment in which its business objectives and strategy are pursued in a controlled manner. This environment is created through the implementation of different companywide policies, procedures and processes such as the Ontex values, the Ontex Code of Ethics (and its related policies such as the anti-bribery, anti-money laundering and fair competition policies), the Quality Management System and the Delegation of Authorities ruleset. The Management Committee fully endorses these initiatives. The employees are regularly informed and trained on these subjects in order to develop sufficient risk management and control at all levels and in all areas of the organization.

15.2.3 Group-wide ERP system

The main portion of the Group entities operate the same group-wide ERP systems which are managed centrally. These systems embed the roles and responsibilities defined at the Ontex Group level. Through these systems, the main flows are standardized and key controls are enforced. The systems also allow detailed monitoring of activities and direct access to data.

15.3 Risk management

Sound risk management starts with identifying and assessing the risks associated with the Company's business and external factors. Once the relevant risks are identified, the Company strives to prudently manage and minimize such risks, acknowledging that certain calculated risks are necessary to ensure that the Ontex Group achieves its objectives and continues to create value for its stakeholders.

All employees of the Ontex Group are accountable for the timely identification and qualitative assessment of the risks within their area of responsibility.

The Ontex Group has identified and analyzed its key corporate risks. These corporate risks are communicated to the various levels of management.

15.4 Control activities

Control measures are in place to minimize the effect of risk on Ontex Group's ability to achieve its objectives. These control activities are embedded in the Ontex Group's key processes and systems to assure that the risk responses and the Ontex Group's overall objectives are carried out as designed. Control activities are conducted throughout the organization, at all levels and within all departments.

Key compliance areas are monitored for the entire Ontex Group by the Head of Compliance (at group level) and by Local Compliance Coordinators (at local level). The Compliance function supports the compliance with the Ontex Code of Ethics and the adoption of clear processes and procedures with respect to the Code. The Compliance long term strategy and yearly objectives are approved by the Executive Management Committee (EMC) and by the Audit & Risk Committee (ARC) and a reporting takes place twice a year towards the EMC and the ARC. The Head of Compliance and Internal Audit Manager meet regularly to discuss increasing risks based on incidents to the Code of Ethics and new legislative framework. More information about Ontex's approach towards business ethics and compliance can be found on pages 29-31 of the corporate governance statement.

15.5 Information and communication

The Ontex Group recognizes the importance of timely, complete and accurate communication and information both top-down as well as bottom-up. The Ontex Group therefore put several measures in place to assure amongst others:

Security of confidential information;

Clear communication about roles and responsibilities; and

Timely communication to all stakeholders about external and internal changes impacting their areas of responsibility.

15.6 Monitoring of control mechanisms

Monitoring helps to ensure that internal control systems operate effectively.

The quality of the Ontex Group's risk management and control framework is assessed by the following actors:

Internal Audit. The tasks and responsibilities assigned to Internal Audit are defined in the Internal Audit Charter, which has been approved by the Audit and Risk Committee. The key mission of Internal Audit as defined in the Internal Audit Charter is "to add value to the organization by applying a systematic, disciplined approach to evaluating the internal control system and providing recommendations to improve it".

External Audit. In the context of its review of the annual accounts, the statutory auditor focusses on the design and effectiveness of internal controls and systems relevant for the preparation of the financial statements. The outcome of the audits, including work on internal controls, is reported to management and the Audit and Risk Committee and shared with Internal Audit.
Audit and Risk Committee. The Board and the Audit and Risk Committee have the ultimate responsibility with respect to internal control and risk management. For more detailed information on the composition and functioning of the Audit and Risk Committee, see chapter 1.5. of this Corporate Governance Statement.

15.7 Risk management and internal control with regard to the process of financial reporting

The accurate and consistent application of accounting rules throughout the Ontex Group is assured by means of a Finance and Accounting Manual.

On a quarterly basis, a bottom-up risk analysis is conducted to identify risk factors. Action plans are defined for all key risks. Specific identification procedures for financial risks are in place to assure the completeness of financial accruals.

The accounting teams are responsible for producing the accounting figures, whereas the controlling teams check the validity of these figures. These checks include coherence tests by comparison with historical and budget figures, as well as sample checks of transactions according to their materiality.

Specific internal control activities with respect to financial reporting are in place, including the use of a periodic closing and reporting checklist. This checklist assures clear communication of timelines, completeness of tasks, and clear assignment of responsibilities.

Uniform reporting of financial information throughout the Ontex Group ensures a consistent flow of information, which allows the detection of potential anomalies. The Group's ERP systems and management information tools allow the central controlling team direct access to disaggregated financial and non-financial information.

An external financial calendar is planned in consultation with the Board and the Management Committee, and this calendar is announced to the external stakeholders. The objective of this external financial reporting is to provide Ontex stakeholders with the information necessary for making sound business decisions. The financial calendar can be consulted on https://www.ontex.com

Remuneration policy and report (Article 3:6 §3 Belgian Companies Code)

16.1 2021 Context, Performance Highlights and Remuneration Outcomes

Financial year 2021 was the first year during which we applied the new remuneration policy, as developed by our Board and approved overwhelmingly at the May 2021 annual shareholders' meeting. This new remuneration policy was designed to connect management incentives to an appropriate and demanding mix of financial and quantifiable non-financial KPIs, including company-specific ESG indicators, in line with shareholder and wider stakeholder interests. Further, the policy was designed to increase the alignment of management incentives with reported financial results and to make the long-term incentive plan fully performance-based. The Company has also committed to increasing transparency on rewards, and the overall alignment between Company performance and management incentives.

2021 has been a year in which we have put in place the important building blocks that are necessary to turn around the Group's operating and financial performance. We have a new strategy with clear growth drivers, a new management team, and major actions planned to improve our operations with ambitious cost reduction targets. With the unprecedented rise in input costs, we are working closely with our customers to implement price increases and drive mix. The amount of structural cost savings being delivered is very promising and underwrites our potential margin improvement once the raw material crisis is behind us. In line with our strategic choices, we are pursuing divestment opportunities for the Emerging Markets activities.

Although we have seen early signs of recovery in the second half of the year, our full year 2021 financial results were below plan. Reported revenue was €2,026.4 million. On a like-for-like basis, 2021 revenue was €2,056 million versus a €2,132 million plan target. Volumes were down by 1.4%, with improving performance in the second half, despite the impact of supply chain disruptions. These were particularly felt in the feminine care category, as well as some lifestyle brands where specialized raw materials were unavailable. Prices remained stable overall with a year-on-year increase in the second half of the year offsetting the decrease in the first half.

Adjusted EBITDA was €172.2 million versus a plan target of €255 million. Adjusted EBITDA was hit by an unprecedented inflation impact of €(106) million net for the year, of which €(86) million from raw materials and €(19) million from other operating costs. Oil-based ingredients such as SAP, non-woven materials and polyethylene back-sheets were the main drivers behind the raw materials price increase. Higher energy prices and transport costs significantly increased other operating expenses. These cost increases could only be partially offset by a €75 million cost saving. Restructuring of Ontex's SG&A, reducing management layers and gaining efficiencies led to €17 million net savings. Footprint optimization and productivity gains across the entire supply chain generated €58 million savings. These are recurrent in nature and form the basis for continued efforts, allowing Ontex to become leaner, more agile and more competitive in the market.

Free cash flow stood at €52.9 million versus a target of €100 million and down €6.6 million compared to financial year 2020. The decrease essentially reflects solid working capital and capex discipline offsetting most of the €63 million lower adjusted EBITDA. Capex, lease payments and smaller assets disposals were €(77.4) million combined, €53.7 million lower than financial year 2020. The cash impact of non-recurring costs, excluding the €80 million upside from the arbitration settlement in Brazil, was €(35) million, €10 million less than in financial year 2020. Cash taxes represented €(20.6) million, €12.7 million less than in financial year 2020.

The lower than expected financial performance, both compared to financial year 2020 and to the 2021 plan, results in bonus pay-outs which are significantly lower than target: 46% of target for the CEO, and an average of 45% of target for the other members of the Executive Committee. The details of the bonus calculation can be found in the section on the 2021 remuneration of the members of the Executive Committee (see further). A significant portion of the total remuneration paid to the members of the Executive Committee comprised termination payments to Executive Committee members who have left the company in the course of 2021. With the exception of the EVP R&D and Sustainability, all of the current Executive Committee members have joined the Company or have been promoted to the Executive Committee in the course of 2021.

As part of the implementation of the new remuneration policy, the 2021 long-term incentive award no longer consisted of stock options and restricted stock units, but solely of performance shares with a 3-year performance-based vesting. The impact on the long-term incentives will become visible for the first time at vesting of the performance shares in 2024. The long-term incentives that vested in 2021, as described further, still represent the stock options and restricted stock units that were granted in 2018, under the previous remuneration policy.

16.2 2021 Remuneration of the Directors

All members of the Board are Non-Executive Directors. During financial year 2021, each Director received (i) an annual fixed fee as well as (ii) attendance fees which are a function of the number of Board and committee meetings attended by such Director. Directors did not receive any variable compensation, fringe benefits or pension contribution payments.

The composition of the Board underwent significant changes during 2021, as follows. On 29 March 2021, Desarrollo Empresarial Joven Sustentable SC, with Juan Gilberto Marin Quintero as its permanent representative, resigned as director of the Company. At the 2021 annual shareholders' meeting, six new directors were appointed, i.e., Isabel Hochgesand and Manon Janssen as independent directors, and Gustavo Calvo Paz, Philippe Costeletos, Jesper Hojer and Rodney Olsen as non-executive directors. On the same date, Manon Janssen and Jasper Hojer resigned from the Board, and the Board decided to co-opt, respectively, MJA Consulting BV, with Manon Janssen as permanent representative, and JH GmbH, with Jesper Hojer as permanent representative. Further, on 28 July 2021, Aldo Cardoso resigned from the Board, and on the same date the Board decided to co-opt Alane SRL, with Aldo Cardoso as permanent representative.

		Fixed fee	# Board meeti ngs attend	Board attendan ce fee	# N&R Committ ee meetings	N&R Committ ee attendan ce fee	# A&R Committ ee meeting s	A&R Committ ee attendan ce fee	# Strategy Committ ee meetings	Strategy Committe e attendanc e fee	Total fee for 2021
Name	Mandate	(EUR)	ed	(EUR)	attended	(EUR)	attended	(EUR)	attended	(EUR)	(EUR)(1)
ViaBylity BV, represented by Hans Van Bylen	Chairman of the Board of Directors Independe nt Director Chairman of the Nominatio n and Remunera tion Committe e and of the Strategy Committe e	140 000	15/15	5 000	7/7	4 000	6/7	2 500	11/11	4 000	304 500 (2)
Regina SARL, represented by Regi Aalstad	Independe nt Director	60 000	15/15	2 500	6/7	2 500			11/11	2 500	135 000
Inge Boets BV, represented by Inge Boets	Independe nt Director Chairwom an of the Audit and	70 000	15/15	2 500			7/7	4 000			130 500

The amounts paid to Directors during financial year 2021 are shown in the table below.

	Risk Committe e
Desarrollo Empresarial Joven Sustentable SC, represented by Juan Gilberto Marin Quintero (until 29/03/2021)	Non Executive Director	15 000	3/3	2 500							20 000
Michael Bredael	Non Executive Director	60 000	15/15	2 500			7/7	2 500	10/11	2 500	135 000
Gustavo Calvo Paz (as from 25/05/2021)	Non Executive Director	35 000	9/9	2 500					6/6	2 500	70 000
Alane SRL, represented by Aldo Cardoso (3)	Non Executive Director	60 000	15/15	2 500	7/7	2 500					110 000
Philippe Costeletos (as from 25/05/2021)	Non Executive Director	35 000	9/9	2 500	1/1	2 500			2/2 (4)	2 500	62 500
Isabel Hochgesand (as from 25/05/2021)	Independe nt Director	35 000	8/9	2 500	1/1	2 500					55 000
JH GmbH, represented by Jesper Hojer (as from 25/05/2021)	Non Executive Director	35 000	9/9	2 500					6/6	2 500	70 000
MJA Consulting BV, represented by Manon Janssen (as from 25/05/2021)	Independe nt Director	35 000	9/9	2 500	1/1	2 500					57 500
Frédéric Larmuseau	Independe nt Director	60 000	14/15	2 500					10/11	2 500	115 000
Rodney Olsen (as from 25/05/2021)	Non Executive Director	35 000	9/9	2 500			4/4	2 500	6/6	2 500	80 000
Total fee for 2021 (in EUR)		675 000									1 345 000

(1) For certain directors, the total fee for 2021 is lower than the sum of the fixed fee and attendance fees. The reason is that no attendance fee was paid for the additional ad hoc Board meetings that took place on 15 March 2021 and 30 August 2021.

(2) The total fee for 2021 includes an amount of EUR 12 500 that was paid to ViaBylity BV, represented by Hans Van Bylen, at the beginning of financial year 2021 as a correction for certain meetings that he attended during financial year 2020 and was not correctly compensated for.

(3) Until 21 July 2021, Aldo Cardoso was member of the Board in his own name. On 21 July 2021, Aldo Cardoso resigned from the Board and, on the same date, the Board decided to co-opt Alane SRL, with Aldo Cardoso as permanent representative.

(4) Mr Costeletos attended two Strategy Committee meetings, for which he was remunerated.

16.3 2021 Remuneration of the Members of the Executive Committee

16.3.1. Introduction

The composition of the Executive Committee underwent significant changes during 2021. Esther Berrozpe was appointed as CEO with effect from 1 January 2021. The former interim CEO, Thierry Navarre, left the Company at the end of a 3 month hand-over period, on 31 March 2021. His remuneration has been included in this remuneration report up to that date.

Ontex also attracted a new CFO and a new Chief Supply Chain Officer and appointed a new President of the Europe Division, which is now combined with the former Healthcare Division. Their remuneration is included from the time they were appointed to their respective positions. The remuneration of the previous incumbents, including severance payments where applicable, is also included in the report, up to the time they have left the company.

16.3.2. Total Remuneration Summary

The 2021 total remuneration paid to the CEO and the other members of the Executive Committee is summarized in the table below.

			Fixed remuneration (EUR)		Variable remuneration (EUR)	Extra	Pension	Total
Members of the Executive Commitee		Base salary	Other benefits	One-year variable	Multi year variable	ordinary items (EUR)	expens e (EUR)	remunerati on (EUR)
Esther Berrozpe	CEO	900 000	94 121	414 000	0	0	180 000	1 588 121
Other Members of the Executive Committee		3 650 825	304 650	985 023	551 198	503 014	636 336	6 635 885

The relative share of the different remuneration components in the total remuneration is shown below.

	CEO	Other members of the Exec. Committee
Fixed remuneration as % of total remuneration	74%	69%
Variable remuneration as % of total remuneration	26%	23%
Extraordinary remuneration as % of total remuneration	0%	8%

Fixed Remuneration

A. Base Remuneration

The base remuneration of the CEO and the other members of the Executive Committee who joined the Company in the course of 2021 is aligned with a benchmark representing the median compensation for a European peer group of personal and household goods companies. The base remuneration of the members of the Executive Committee members who exercised their respective positions throughout the year remained unchanged, in line with the remuneration policy to keep fixed remuneration fixed for 3 years.

B. Other Benefits

Other benefits include the cost of medical, life and disability insurances, company cars and school fees.

Variable Remuneration

A. One-year Variable

The 2021 bonus for the CEO and the other members of the Executive Committee has been determined on the basis of a set of financial and non-financial KPIs.

As set forth in the remuneration policy, the threshold performance is set at 75% of target for the financial KPIs, with up to 100% of the target bonus earned in case of on-target performance and a maximum of 200% of the target bonus payable for a performance reaching 125% of target or more.

CEO bonus

The target bonus for the CEO amounts to 100% of the annual base pay.

The 2021 bonus paid to the CEO has been determined on the basis of the following KPIs:

Group Like-for-like Revenue weight 25%
Group Adjusted EBITDA weight 25%
Group Free Cash Flow weight 25%
Non-financial KPIs weight 25%

The 2021 non-financial KPIs for the CEO included redefining the global strategy, aspirations and goals, designing and implementing a winning organization, and engaging with Board, shareholders, press and financial markets.

The targets, achievements and pay-out factors for the CEO's performance bonus for 2021 are shown in the table below.

CEO Bonus 2021 KPIs & Achievements (MEUR)	Target	Actuals	Achievemen t Level	Pay-out Factor	Weight	Weighted Pay-out Factor
Revenue (like-for-like)	2 132	2 056	96%	84%	25%	21%
Adjusted EBITDA	255	172,2	68%	0%	25%	0%
Free Cash Flow	100	53	54%	0%	25%	0%
Non-Financial KPIs		See above	100%	100%	25%	25%
Total Pay-out						46%

The 2021 bonus paid to the CEO amounted to 414,000 EUR and has been calculated as per the table below:

Annual Base	Target Bonus		Bonus for 2021
(EUR)	(EUR)	Pay-out Factor	(EUR)
900 000	900 000	46%	414 000

Bonus for the other members of the Executive Committee

The 2021 bonus for the members of the Executive Committee with a Group-wide responsibility (CFO, Chief Supply Officer, EVP R&D and Sustainability, EVP HR and EVP Legal & Secretary General) has been determined on the basis of the same set of financial KPIs and weights as for the CEO. The 2021 nonfinancial KPIs for these members of the Executive Committee were function-specific.

The 2021 bonus for the Divisional Presidents was based on the following KPIs:

Group Financial KPIs – same as other members of the Executive Committee – weight 37.5%

Division Financial KPIs Like-for-like Revenue, EBIT, DSO weight 37.5%
Function-specific non-financial KPIs weight 25%

The achievements against the 2021 Division Financial KPI targets and corresponding pay-out factors are shown in the table below.

2021 Divisional	Division Europe (*)		Division AMEAA
Financial Bonus KPIs Achievements and pay outs	Achievement	Pay-out	Achievement	Pay out
Revenue (like-for-like)	96%	82%	95%	80%
EBIT	84%	34%	10%	0%
DSO	103%	112%	97%	88%
Weighted Aggregate Pay-out Factor	76%		56%

^(*) Division Europe results represent the financial performance of the Europe Division, excluding Healthcare, for the first 6 months of financial year 2021, and the combined results for Europe and Healthcare combined for the second half of financial year 2021.

The total aggregate bonus amount paid to the other members of the Executive Committee for 2021 amounts to 985,023 EUR.

The bonus for the CEO and the other members of the Executive Committee is subject to a 3-year clawback in case the Company's financial results would have to be materially restated as a result of fraud, willful misconduct or gross negligence.

B. Multi-year Variable

Long-term Incentive vesting in 2021

The table below shows the restricted stock units and the stock options which ware granted in 2018 and which vested in 2021. The value of the restricted stock units is calculated on the basis of the closing share price of the Ontex share on the trading day preceding the vesting. The value of the stock options is calculated on the basis of the closing share price of the Ontex share on the trading day preceding the vesting and the strike price, if positive. As indicated in the table below, all the vested options remain under their strike price.

			Share		Restricted Stock Units		Stock Options
Name & Function	Grant Date	Vesting Date	Price at vest (EUR)	Number vested	Value at vest (EUR)	Number vested	Value at vest (EUR)
Amselem, Armando (Former) President AMEAA	29-May-18	30-May-21	10.92	4 607	50 308	23 193	-
De Lathauwer, Astrid (Former) EVP HR	29-May-18	30-May-21	10.92	3 862	42 173	19 441	-
De Poorter, Annick EVP R&D and Sustainability	29-May-18	30-May-21	10.92	3 562	38 897	17 931	-
Deroo, Jonas EVP Legal & Sec. Gen.	29-May-18	30-May-21	10.92	671	7 327	3 376	-
Desmartis, Charles (Former) Chief Finance Officer	29-May-18	30-Mar-21	8.98	27 773	249 402	64 327	-
Lambrecht, Xavier (Former) President Healthcare	29-May-18	30-May-21	10.92	3 901	42 599	19 638	-
Navarre, Thierry (Former) Chief Transformation Officer	29-May-18	30-May-21	10.92	7 218	78 821	36 338	-
Nielly, Laurent President Europe	29-May-18	30-May-21	10.92	3 816	41 671	19 212	-

Extra-Ordinary Items

The amount reported under extra-ordinary items represent the termination and non-compete indemnities which have been paid to departing members of the Executive Committee.

The former President of the Healthcare division received a termination indemnity of 261,185 EUR, including an indemnity covering an 18 month non-compete. The former EVP Operations received a termination indemnity of 241,829 EUR, including an indemnity covering an 18 month non-compete. These termination indemnities reflect the contractual exit provisions agreed with the relevant executives. They were paid in addition to the bonus payments to which these individuals were entitled for financial year 2021, as summarized in section 16.3.2. Total Remuneration Summary.

Pension Expenses

The pension expenses include the 2021 contributions paid by the Company to a defined contribution pension plan for a total amount of 816,336 EUR. More details on the pension expenses to the CEO and the other members of the Executive Committee are summarized in section 16.3.2 Total Remuneration Summary.

16.3.3. Share-based Remuneration

2021 LTIP grant

The CEO and members of the Executive Committee also received an LTIP grant in 2021. This 2021 LTIP grant, which took place on 27 May 2021, consisted solely of performance shares.

The KPIs for the 2021 performance shares, which are subject to a 3-year vesting, are shown in the table below.

KPI	Weight
Adjusted Basic EPS	50%
Relative Total Shareholder Return ("TSR")	30%
CO2 Emissions	10%
Labor Accident Frequency	10%

Relative TSR will be measured against the STOXX Europe 600 Personal and Household Goods Index. The vesting schedule for this KPI is shown below.

Performance	Vesting
80% of index return (threshold)	50%
100% of index return	100%
120% of index return (cap)	200%

The Company has set the ambition to become CO2 neutral for scope 1 and scope 2 emissions by 2030. The CO2 emission reduction target for the 2021 performance shares reflects the reduction needed over the 2021-2023 vesting period to achieve that ambition. The measurement for this KPI is tons CO2 per 100 million produced pieces.

The Company has also set a zero labor accident ambition by 2030. The accident reduction target for the 2021 performance share reflects the reduction of accidents needed over the 2021-2023 vesting period to achieve that ambition. The measurement for this KPI is the number of labor accidents times 1 million divided by the total hours worked.

The targets and vesting scheme for the CO2 emission and accident KPIs are shown below

KPI	Threshold	Target (100%	Cap
	(vesting starts)	vesting)	(200% vesting)
CO2 Emissions	210	192	172

Labor Accident Frequency	4.73	3.73	2.73

As the Adjusted Basic EPS target for the 2021 performance shares is commercially sensitive, the target and achievement against this target will be disclosed ex post.

The tables below provide the details of the 2021 LTIP grant for the CEO and the other members of the Executive Committee.

Performance shares awarded during the reported financial year

Management Committee Member	Position	Award date	Share value at the time of the grant
Amselem, Armando President AMEAA	division	20 814 27/05/2021 27/05/2024	€10.89
Berrozpe, Esther	CEO	94 954 27/05/2021 27/05/2024	€10.89
Crepy, Vincent	Chief Supply Officer	22 202 27/05/2021 27/05/2024	€10.89
De Lathauwer, Astrid	Executive VP Human Resources	19 328 27/05/2021 27/05/2024	€10.89
De Poorter, Annick	Executive VP R&D & Sustainability	21 293 27/05/2021 27/05/2024	€10.89
Deroo, Jonas	EVP Legal & Secr. Gen.	15 138 27/05/2021 27/05/2024	€10.89
Nielly, Laurent	President Europe	22 353 27/05/2021 27/05/2024	€10.89
Vanneste, Peter	CFO	78 670 27/05/2021 27/05/2024	€10.89

Overview of share-based remuneration for the CEO and other members of the Executive Committee

The tables below set out the opening and closing balances, as well as movements during the year 2021, in share-based remuneration for the CEO and the other members (or former members) of the Executive Committee.

Since 2021, members of the Executive Committee are required to keep 50% of LTIP shares vesting until they have acquired a shareholding representing 2 times (CEO) or 1 time (other members of the Executive Committee) their annual base salary. Furthermore, once this amount is reached, members of the Executive Committee will be required to maintain such shareholding throughout their executive tenure.

				Main Conditions of the Stock Option Plan							Information for the reported financial year
						Opening Balance					During the Year				Closing Balance
					Strike				Value	Value		Value		Value
				Exercise	Price			Number awarded	Number	vested	Number	Exercised	Number	Forfeited
Beneficiary	Plan Type	Grant Date	Vesting Date	period	(EUR)	Vested	Unvested	awarded (EUR)	vested	(EUR)	exercised	(EUR)	Forfeited	(EUR)	Vested	Unvested
Amselem, Armando	SOP 2016	12-may-16	13-may-19	8 years	28.44	15 106	0								15 106	0
	SOP 2017	11-may-17	12-may-20	8 years	33.11	14 882	0								14 882	0
	SOP 2018	29-may-18	30-may-21	8 years	23.56	0	23 193		23 193						23 193	0
	SOP 2019	13-jun-19	14-jun-22	8 years	14	0	15 508								0	15 508
	SOP 2020	28-may-20	29-may-23	8 years	13.9	0	32 215								0	32 215
De Lathauwer, Astrid	SOP 2016	12-may-16	13-may-19	8 years	28.44	11 666	0								11 666	0
	SOP 2017	11-may-17	12-may-20	8 years	33.11	10 559	0								10 559	0
	SOP 2018	29-may-18	30-may-21	8 years	23.56	0	19 441		19 441						19 441	0
	SOP 2019	13-jun-19	14-jun-22	8 years	14	0	16 722								0	16 722
	SOP 2020	28-may-20	29-may-23	8 years	13.9	0	22 436								0	22 436
De Poorter, Annick	SOP 2016	12-may-16	13-may-19	8 years	28.44	8 522	0								8 522	0
	SOP 2017	11-may-17	12-may-20	8 years	33.11	9 316	0								9 316	0
	SOP 2018	29-may-18	30-may-21	8 years	23.56	0	17 931		17 931						17 931	0
	SOP 2019	13-jun-19	14-jun-22	8 years	14	0	16 125								0	16 125
	SOP 2020	28-may-20	29-may-23	8 years	13.9	0	24 717								0	24 717
Deroo, Jonas	SOP 2016	12-may-16	13-may-19	8 years	28.44	2 204		0							2 204	0
	SOP 2017	11-may-17	12-may-20	8 years	33.11	1 995	0								1 995	0
	SOP 2018	29-may-18	30-may-21	8 years	23.56	0	3 376		3 376						3 376	0
Desmartis, Charles	SOP 2019	13-jun-19	14-jun-22	8 years	14	0	64 327		64 327						64 327	0
	SOP 2020	28-may-20	29-may-23	8 years	13.9	0	0								0	0
Lambrecht, Xavier	SOP 2016	12-may-16	13-may-19	8 years	28.44	10 813	0								10 813	0
	SOP 2017	11-may-17	12-may-20	8 years	33.11	11 779		0							11 779	0
	SOP 2018	29-may-18	30-may-21	8 years	23.56	0	19 638		19 638						19 638	0
	SOP 2019	13-jun-19	14-jun-22	8 years	14	0	0								0	0
	SOP 2020	28-may-20	29-may-23	8 years	13.9	0	0								0	0
Löbel, Axel	SOP 2019	13-jun-19	14-jun-22	8 years	14	0	12 636						3 510	33 134	0	9 126
	SOP 2020	28-may-20	29-may-23	8 years	13.9	0	18 886						11 017	104 000	0	7 869
Navarre, Thierry	SOP 2016	12-may-16	13-may-19	8 years	28.44	19 886									19 886	0
	SOP 2017	11-may-17	12-may-20	8 years	33.11	20 979									20 979	0
	SOP 2018	29-may-18	30-may-21	8 years	23.56	0	38 475		36 338				2 137	19 190	36 338	0
	SOP 2019	13-jun-19	14-jun-22	8 years	14	0	32 164						12 955	116 336	0	19 209
	SOP 2020	28-may-20	29-may-23	8 years	13.9	0	0								0	0
Nielly, Laurent
	SOP 2017	11-may-17	12-may-20	8 years	33.11	13 734	0								13 734	0
	SOP 2018	29-may-18	30-may-21	8 years	23.56	0	19 212		19 212						19 212	0
	SOP 2019	13-jun-19	14-jun-22	8 years	14	0	18 878								0	18 878
	SOP 2020	28-may-20	29-may-23	8 years	13.9	0	19 031								0	19 031

Value awarded is obtained by multiplying the number of options awarded by the value of the option at grant.

Value vested is obtained by multiplying the number of options vested by the difference between the exercise price and the share price at vesting, if positive.

Value exercised is obtained by multiplying the number of options exercised by the difference between the exercise price and the share price at exercise, if positive.

Value forfeited is obtained by multiplying the number of options forfeited by the difference between the exercise price and the share price at the time of forfeiture, if positive.

			Main RSU Conditions	Information for the reported financial year
				Opening Balance			During the Year				Closing Balance
						Value				Value
					Number	awarded		Value vested	Number	Forfeited
Beneficiary	Plan Type		Grant Date Vesting Date	Unvested	awarded	(EUR)	Number vested	(EUR)	Forfeited	(EUR)	Unvested
Amselem, Armando	RSU 2018	29-may-18	30-may-21	4 607			4 607	50 308			0
	RSU 2019	13-jun-19	14-jun-22	4 420							4 420
	RSU 2020	28-may-20	29-may-23	7 254							7 254
De Lathauwer, Astrid	RSU 2018	29-may-18	30-may-21	3 862			3 862	42 173			0
	RSU 2019	13-jun-19	14-jun-22	4 766							4 766
	RSU 2020	28-may-20	29-may-23	5 052							5 052
De Poorter, Annick	RSU 2018	29-may-18	30-may-21	3 562			3 562	38 897			0
	RSU 2019	13-jun-19	14-jun-22	4 595							4 595
	RSU 2020	28-may-20	29-may-23	5 566							5 566
Deroo, Jonas	RSU 2018	29-may-18	30-may-21	671			671	7 327			0
	RSU 2019	13-jun-19	14-jun-22	752							752
	RSU 2020	28-may-20	29-may-23	799							799
Desmartis, Charles	RSU 2019	13-jun-19	14-jun-22	18 333			18 333	164 630			0
	RSU 2020	28-may-20	29-may-23	9 440			9 440	84 771			0
Lambrecht, Xavier	RSU 2018	29-may-18	30-may-21	3 901			3 901	42 599			0
	RSU 2019	13-jun-19	14-jun-22	4 377					973	7 978,6	3 404
	RSU 2020	28-may-20	29-may-23	4 593					2 424	19 876,8	2 169
Löbel, Axel	RSU 2019	13-jun-19	14-jun-22	3 601					1 001	9 449,4	2 600
	RSU 2020	28-may-20	29-may-23	4 253					2 481	23 420,6	1772
Navarre, Thierry	RSU 2018	29-may-18	30-may-21	7 643			7 218	78 821	425	3816,5	0
	RSU 2019	13-jun-19	14-jun-22	9 167					3 692	33 154,2	5 475
	RSU 2020	28-may-20	29-may-23	9 440					6818	61 225,6	2 622
Nielly, Laurent	RSU 2018	29-may-18	30-may-21	3 816			3816	41 671			0
	RSU 2019	13-jun-19	14-jun-22	5 380							5380
	RSU 2020	28-may-20	29-may-23	4 285							4 285

Beneficiary	Plan Type		Main PS Conditions		Information for the reported financial year
					Opening Balance				During the Year			Closing Balance
		Performance period	Grant Date	Vesting Date	Unvested	Number awarded	Value awarded (EUR)	Number vested	Value vested (EUR)	Number Forfeited	Value Forfeited (EUR)	Unvested
Amselem, Armando	PS 2019	2019-2021	13-jun-19	14-jun-22	4 420							4 420
	PS 2020	2020-2022	28-may-20	29-may-23	7 254							7 254
	PS 2021	2021-2023	27-may-21	28-may-24		20 814	226 873					20 814
Berrozpe, Esther	PS 2021	2021-2023	27-may-21	28-may-24		94 954	1 034 999					94 954
27-may-2128-may 24Crepy, Vincent	PS 2021	2021-2023	27-may-21	28-may-24		22 202	242 002					22 202
De Lathauwer, Astrid	PS 2019	2019-2021	13-jun-19	14-jun-22	4 766							4 766
	PS 2020	2020-2022	28-may-20	29-may-23	5 052							5 052
	PS 2021	2021-2023	27-may-21	28-may-24		19 328	210 675					19 328
De Poorter, Annick	PS 2019	2019-2021	13-jun-19	14-jun-22	4 595							4 595
	PS 2020	2020-2022	28-may-20	29-may-23	5 566							5 566
	PS 2021	2021-2023	27-may-21	28-may-24		21 293	232 094					21 293
Deroo, Jonas	PS 2019	2019-2021	13-jun-19	14-jun-22	752							752
	PS 2020	2020-2022	28-may-20	29-may-23	799							799
	PS 2021	2021-2023	27-may-21	28-may-24		15 138	165 004					15 138
Desmartis, Charles	PS 2019	2019-2021	13-jun-19	14-jun-22	18 333							18 333
	PS 2020	2020-2022	28-may-20	29-may-23	9 440							9 440
Lambrecht, Xavier	PS 2019	2019-2021	13-jun-19	14-jun-22	4 377					972	7 970	3 405
	PS 2020	2020-2022	28-may-20	29-may-23	4 593					2 423	19 869	2 170
	PS 2021	2021-2023	27-may-21	28-may-24		17 572	191 535			15 132	124 082	2 440
Löbel, Axel	PS 2019	2019-2021	13-jun-19	14-jun-22	3 601					1 001	9 449	2 600
	PS 2020	2020-2022	28-may-20	29-may-23	4 253					2 481	23 421	1 772
	PS 2021	2021-2023	27-may-21	28-may-24		12 202	133 002			11 186	105 596	1 016
Navarre, Thierry	PS 2019	2019-2021	13-jun-19	14-jun-22	9 167					3 692	33 154	5 475
	PS 2020	2020-2022	28-may-20	29-may-23	9 440					6 818	61 226	2 622
Nielly, Laurent	PS 2019	2019-2021	13-jun-19	14-jun-22	5 380							5 380
	PS 2020	2020-2022	28-may-20	29-may-23	4 285							4 285
	PS 2021	2021-2023	27-may-21	28-may-24		22 353	243 648					22 353
Vanneste, Peter	PS 2021	2021-2023	27-may-21	28-may-24		78 670	857 503					78 670

Value awarded is obtained by multiplying the number of performance shares awarded by the closing share price on the date preceding the grant. Value vested is obtained by multiplying the number of performance shares vested by the share price at 12PM on the date of the vesting.

Value forfeited is obtained by multiplying the number of performance shares forfeited by the closing share price on the date of forfeiture.

16.4. Remuneration and Performance Evolution over the last 5 years

The table below sets out the evolution of the remuneration of the directors, the CEO and the other members of the Executive Committee, the average remuneration of the other employees, as well as the Revenue and Adjusted EBITDA performance at reported currencies.

	2017	2018	2019	2020	2021
	717	878	796	1 384	1 356
Remuneration Directors	500	500	000	408	500
Year-on-year change		22%	-9%	74%	-2%
Remuneration CEO	1 337	1 645	2 570	6 779	1 588
	278	643	254	690	121
Year-on-year change1		23%	56%	164%	-77%
Remuneration other Executives	6 040 576	7 530 716	9 057 625	7 827 523	6 635 885
Year-on-year change		25%	20%	-14%	-15%
Reported Revenue (Y-o-Y variance)	18%	-3%	0%	-9%	-3%
Reported Adjusted EBITDA (Y-o-Y variance)	7%	-12%	5%	-4%	-27%
Reported Free Cash Flow (Y-o-Y
variance)2	-49%	18%	46%	-46%	-11%
Average Employee Remuneration	30 573	32 967	39 750	38 944	34 884
Year-on-year change		8%	21%	-2%	-10%

¹The year-on-year change reported from 2020 to 2021 is -77%, which can be explained by the reported termination indemnity in 2020 for the former CEO Charles Bouaziz and former CEO Ad Interim Thierry Navarre.

2 Years 2016-2018 restated for IFRS 16 (pro forma inclusion payments lease liabilities).

Remuneration in the table above includes the total remuneration as defined in sections 16.2 (Directors) and 16.3.2 (CEO and other Executives). In addition to the financial KPIs, the variable remuneration is set based on individually determined qualitative KPIs (for the CEO's objectives, we refer to section 16.3.2.). Revenue and Adjusted EBITDA are as per financial communications. The average employee remuneration represents the total remuneration paid to all employees of Ontex in 2021, divided by the average total number of employees during 2021.

The 2021 ratio of the total remuneration of the CEO versus the total remuneration of the lowest remunerated employee (located in Pakistan) is 612. For the calculation of this ratio, the remuneration includes fixed remuneration, variable remuneration as well as employee benefits on a full-time equivalent (FTE) basis. It excludes employer contributions for social security and extra-ordinary payments, because of their non-recurring nature.

16.5. 2022 Remuneration outlook

The Company's remuneration policy for 2022 will not deviate in any material aspect from the remuneration policy which was approved by the 2021 annual shareholders' meeting, other than in respect of the amendment to the remuneration of the Chair of the Board which is being proposed for approval to the annual shareholders' meeting of 5 May 2022.

The financial KPIs and their respective weights for the 2022 bonus will be the same as in 2021. As the financial targets are commercially sensitive, they will not be disclosed upfront. They will however be disclosed in the remuneration report, along with actual results on financial year 2022. The 2022 nonfinancial bonus KPIs will remain function specific.

The KPIs and their respective weight for the performance shares which will be granted in 2022 are also the same as in 2021.The basic adjusted EPS target is commercially sensitive, and will not be disclosed upfront. The 2022 targets for the other three performances shares KPIs are shown below.

	2021 perf. shares	2022 perf. shares target (2022 –
KPI	target (2021-2023)	2024)
CO2 Emissions	210	140
Labor Accident Frequency	4.73	1.50
	100% of peer	100% of peer
Relative TSR	index	index

Board and Board Committees (Article 3:6 §2, 5° Belgian Companies Code)Board and Board Committees (Article 3:6 §2, 5° Belgian Companies Code)

On 31 December 2021, the Board was composed as follows:

Name	Mandate Board	Other Mandates per December 31, 2021	Mandat e Since	Mandate Expires
ViaBylity BV, represented by Hans Van Bylen	Chair, Independent Director	SN Airholding NV, Etex NV, Lanxess AG	2020	2024
Regina SARL, represented by Regi Aalstad	Independent Director	McBride Plc	2019	2025
Inge Boets BV, represented by Inge Boets	Independent Director	Euroclear Holding NV, Euroclear NV, Econoholding NV, QRF Management NV, La Scoperta BV	2014	2022
Michael Bredael	Non-Executive Director	Upfield Group BV, Canyon Bicycles GmbH	2017	2025
Gustavo Calvo Paz	Non-Executive Director		2021	2025
Alane SRL, represented by Aldo Cardoso	Non-Executive Director	Bureau Veritas, Imerys, Worldline, DWS (Deutsche Wealth Management)	2019	2023
Philippe Costeletos	Non-Executive Director	RIT Capital Partners, Frigoglass, Mistral Fertility, Veritas Genomics Intercontinental, Digital Care, Vangest, Generation Home	2021	2025
Isabel Hochgesand	Independent Director		2021	2025
JH GmbH, represented by Jesper Hojer	Non-Executive Director	Meatless Farm, Everli, Nemlig.com	2021	2025
MJA Consulting, represented by Manon Janssen	Independent Director	Gimv, Puratos (CSR committee)	2021	2025
Frederic Larmuseau	Independent Director		2020	2022
Rodney Olsen	Non-Executive Director		2021	2025

Jonas Deroo, Executive VP Legal & Secretary General is appointed as Secretary to the Board.

The following paragraphs set out the biographical information, skills and experience of the members of the Board as at December 31, 2021, including information on other director mandates held by these members. The Company considers that its directors possess the necessary skillsets and right competencies to guide and support management in positioning the Company on the path to accelerated value delivery.

Hans Van Bylen

Changes after December 31, 2021

Frederic Larmuseau resigned from the Board of Directors and the Strategy Committee with effect from January 11, 2022.

Philippe Costeletos has informed the Board of his wish to resign from the Board and the Remuneration and Nomination Committee with effect from the annual shareholders meeting of the Company that will consider the approval of the annual accounts for the financial year that ended on December 31, 2021.

Competency matrix

The following table shows the capabilities that have been identified as important to have, given Ontex's current context and strategic challenges, and how the Board's current composition covers these.³

	Hans Van Bylen	Regi Aalstad	Inge Boets	Michael Bredael	Aldo Cardoso	Isabel Hochgesand	Manon Janssen	Jesper Hojer	Rodney Olsen	Gustav o Paz
Experience
Current/Past CEO	●				●		●	●
International Experience	●	●	●	●	●	●	●	●	●	●
Expertise
Executive in FMCG/Retail	●	●				●	●	●	●	●
Functional Executive (Operations, Procurement, Commercial)	●	●				●	●	●		●
Financial/Audit			●	●	●				●
Capital Markets				●	●
Diversity
Gender
Male	●			●	●			●	●	●
Female		●	●			●	●
Regional origin
Belgium	●		●	●			●
International		●			●	●		●	●	●
Compliance
Independent Director	●	●	●			●	●

17.1 Board evolution

The composition of the Board underwent significant changes during 2021, as follows. On March 29, 2021, Desarrollo Empresarial Joven Sustentable SC, with Juan Gilberto Marin Quintero as its permanent representative, resigned as director of the Company. At the 2021 annual shareholders' meeting, six new directors were appointed, i.e., Isabel Hochgesand and Manon Janssen as independent directors, and Gustavo Calvo Paz, Philippe Costeletos, Jesper Hojer and Rodney Olsen as non-executive directors. On the same date, Manon Janssen and Jasper Hojer resigned from the Board, and the Board decided to co-opt, respectively, MJA Consulting BV, with Manon Janssen as permanent representative, and JH GmbH, with Jesper Hojer as permanent representative. Further, on July 28, 2021, Aldo Cardoso resigned from the Board, and on the same date the Board decided to co-opt Alane SRL, with Aldo Cardoso as permanent representative.

³ Mr Frederic Larmuseau and Mr Philippe Costeletos are not included in this overview as Mr Larmuseau has resigned with effect from 11 January 2022 and Mr Philippe Costeletos has informed the Board of his wish to resign from the Board and the Remuneration and Nomination Committee with effect from the annual shareholders meeting of the Company that will consider the approval of the annual accounts for the financial year that ended on December 31, 2021.

17.2 Diversity within the Board and Management Committee

Ontex continues to promote diversity and equal opportunities. The Company has adopted a diversity policy.

In practice, on January 1, 2022, the Company had 4 female Board members, ie, Inge Boets, as permanent representative of Inge Boets BV, Regi Aalstad, as permanent representative of Regina SARL, Manon Janssen, as permanent representative of MJA Consulting, and Isabel Hochgesand, together representing 33,3% of the Board members. The Remuneration and Nomination Committee evaluates the composition of the Board on a yearly basis and

formulates suggestions to the Board, while, among other things, taking into account the gender composition and other diversity elements. The Company complies with the requirement that at least one-third of the members of the Board should be of the opposite gender as the gender of the majority, as set out in Article 7:86 of the Belgian Code of Companies and Associations.

On January 1, 2022, Ontex's Executive Committee counted three female members out of seven, or 42.9%. The Executive Committee is led by Esther Berrozpe. Being one of the few female CEOs of Belgian listed companies, she plays a true exemplary role. 4 | 57.1%

17.3 Board responsibility and engagement

The individual attendance rate to the Board meetings during 2021 was as follows:

Name	Board	Attendance
	Attendance4	Rate
ViaBylity BV, represented by Hans Van Bylen	15/15	100%
Regina SARL, represented by Regi Aalstad	15/15	100%
Inge Boets BV, represented by Inge Boets	15/15	100%
Michael Bredael	15/15	100%
Gustavo Calvo Paz5	9/9	100%
Alane Srl, represented by Aldo Cardoso6	15/15	100%
Philippe Costeletos7	9/9	100%

⁴ The attendance rate is based on the number of Board meetings held during the mandate of the respective Board members.

⁵ Gustavo Calvo Paz has been appointed as a member of the Board of Directors on May 25, 2021 and only 9 meetings of the Board of Directors occurred after that date.

⁶ Until July 21, 2021, Aldo Cardoso was member of the Board in his own name. On July 21, 2021, Aldo Cardoso resigned from the Board and, on the same date, the Board decided to co-opt Alane SRL, with Aldo Cardoso as permanent representative.

⁷ Philippe Costeletos has been appointed as a member of the Board of Directors on May 25, 2021 and only 9 meetings of the Board of Directors occurred after that date.

Isabel Hochgesand8	8/9	88.89%
JH GmbH, represented by Jesper Hojer9	9/9	100%
MJA Consulting, represented by Manon Janssen10	9/9	100%
Frederic Larmuseau	14/15	93.33%
Desarrollo Empresarial Joven Sustentable SC, represented by
Gilberto Marin Quintero11	3/3	100%
Rodney Olsen12	9/9	100%

Board Committees

18.1 Audit and Risk Committee

In accordance with Article 7:99, §2 of the Belgian Code of Companies and Associations and the 2020 Corporate Governance Code, all members of the Audit and Risk Committee are Non-Executive Directors. While the legal requirement is to have at least one member who is independent, the Board decided that the Audit and Risk Committee should comprise a majority of independent members and that the mandate of Chair of the Audit and Risk Committee cannot be cumulated with the mandate of Chair of the Board. The chair and members of the Audit and Risk Committee collectively have the required skills and expertise regarding accounting and audit.

On December 31, 2021, the Audit and Risk Committee was composed as follows:

Name	Position
Inge Boets BV, represented by Inge Boets	Independent Director, Chair of the Audit and Risk Committee
Michael Bredael	Non-Executive Director
Rodney Olsen	Non-Executive Director
ViaBylity BV, represented by Hans Van Bylen	Independent Director

During 2021, the Audit and Risk Committee met 7 times. The attendance rate was 96.43%.

	A&R Committee	Attendance Rate
Name	Meetings Attended13	A&R Committee
Inge Boets BV, represented by Inge Boets	7/7	100%
Michael Bredael	7/7	100%
Rodney Olsen14	4/4	100%
ViaBylity BV, represented by Hans Van Bylen15	6/7	85.71%

Jonas Deroo, Executive VP Legal and Secretary General, is appointed as Secretary of the Audit and Risk Committee.

The Audit and Risk Committee is entrusted with the tasks set out in Article 7.99, §4 of the Belgian Code of Companies and Associations. It decided on the agenda, frequency and topics of its meetings, and

⁸ Isabel Hochgesand has been appointed as a member of the Board of Directors on May 25, 2021 and only 9 meetings of the Board of Directors occurred after that date. 9

JH GmbH, represented by Jesper Hojer, has been appointed as a member of the Board of Directors on May 25, 2021 and only 9 meetings of

the Board of Directors occurred after that date. 10 MJA Consulting, represented by Manon Janssen, has been appointed as a member of the Board of Directors on May 25, 2021 and only 9

meetings of the Board of Directors occurred after that date. 11 Desarrollo Empresarial Joven Sustentable SC, represented by Gilberto Marin Quintero, resigned from the Board of Directors on March 29,

^{2021. 12} Rodney Olsen has been appointed as a member of the Board of Directors on May 25, 2021 and only 9 meetings of the Board of Directors

occurred after that date. 13 The attendance rate is based on the number of Board Committee meetings held during the mandate of the respective board committee

members. 14 Rodney Olsen has been appointed as a member of the Audit and Risk Committee on May 25, 2021 and only 4 meetings of the Audit and Risk Committee occurred after that date.

reviewed the external and internal audit plan as well as compliance reporting, the half year financial statements and the external review on the half-year financial statements, the quarterly financial information contained in the Q1 and Q3 trading updates, the key risks, and the ESG agenda of the Company.

With respect to its roles and responsibilities, as further described within the Ontex' Corporate Governance Charter, the Board made a clear choice to formally tasking the Audit and Risk Committee with the oversight of the Company's ESG initiatives, including:

to assess, review and prepare the decision-making of the Board on ESG actions and practices presenting new opportunities for the Company;
to monitor and oversee the process for the development of ESG information and identify ways to integrate ESG information into the reporting cycle; and
to measure and monitor the Company's performance on ESG matters and their impact on society in order to take account of the multidimensional nature of corporate social responsibility.

18.2 Remuneration and Nomination Committee

In accordance with Article 7:100, §2 of the Belgian Code of Companies and Associations and the 2020 Corporate Governance Code, all members of the Remuneration and Nomination Committee are Non-Executive Directors and the majority of the members are independent in accordance with the criteria set out in Article 7:87, §1 of the Belgian Code of Companies and Associations. The members also have the necessary expertise in the field of remuneration.

Name	Position
ViaBylity BV, represented by Hans Van Bylen	Independent Director, Chair of the Remuneration
	and Nomination Committee
Alane srl, represented by Aldo Cardoso	Non-Executive Director
Philippe Costeletos	Non-Executive Director
Isabel Hochgesand	Independent Director
MJA Consulting, represented by Manon Janssen	Independent Director

On December 31, 2021, the Remuneration and Nomination Committee was composed as follows:

During 2021, the Remuneration and Nomination Committee met 7 times. The attendance rate was 100%:

	R&N Committee	Attendance Rate
Name	Meetings Attended16	R&N Committee
ViaBylity BV, represented by Hans van Bylen	7/7	100%
Regina SARL, represented by Regi Aalstad	6/7	85.71%
Alane Srl, represented by Aldo Cardoso	7/7	100%
Philippe Costeletos17	1/1	100%
Isabel Hochgesand18	1/1	100%
MJA Consulting, represented by Manon Janssen19	1/1	100%

¹⁶ The attendance rate is based on the number of Board Committee meetings held during the mandate of the respective Board committee members.

¹⁷ Philippe Costeletos has been appointed as a member of the Remuneration & Nomination Committee on May 25, 2021 and only one meeting of the Remuneration and Nomination Committee occurred after that date.

¹⁸ Isabel Hochgesand has been appointed as a member of the Remuneration & Nomination Committee on May 25, 2021 and only one meeting of the Remuneration and Nomination Committee occurred after that date.

¹⁹ MJA Consulting, represented by Manon Janssen, has been appointed as a member of the Remuneration & Nomination Committee on May 25, 2021 and only one meeting of the Remuneration and Nomination Committee occurred after that date.

Jonas Deroo, Executive VP Legal and Secretary General, is Secretary of the Remuneration and Nomination Committee.

The Remuneration and Nomination Committee is entrusted with the tasks set out in Article 7:100, §5, of the Belgian Code of Companies and Associations.

During 2021, the Remuneration and Nomination Committee reviewed the following topics:

the leadership changes within the Board and the Executive Committee;
substantive revision of the remuneration policy, including the executive remuneration, terms and conditions of employment in general, the key performance indicators and the long-term incentive plan, as further described in the remuneration report;
review of performance of the Executive Committee members; and
succession and leadership development management.

18.3 Strategy Committee

The Strategy Committee has been created on October 9, 2020. The purpose of establishing this committee is to reshape the Company's strategic agenda, to expedite the Board's strategic decisionmaking, and to shift focus to long term, forward looking items. The committee reports to the Board.

On December 31, 2021, the Strategy Committee was composed as follows:

Name	Position
ViaBylity BV, represented by Hans Van Bylen	Independent Director, Chair of the Strategy
	Committee
Regina SARL, represented by Regi Aalstad	Independent Director
Gustavo Calvo Paz	Non-Executive Director
JH GmbH, represented by Jesper Hojer	Non-Executive Director
Frederic Larmuseau	Independent Director

During 2021, the Strategy Committee met 11 times. The attendance rate was as 98.18%:

	Strategy Committee	Attendance Rate
Name	Meetings Attended	Strategy Committee
ViaBylity BV, represented by Hans Van Bylen	11/11	100%
Regina SARL, represented by Regi Aalstad	11/11	100%
Gustavo Calvo Paz20	6/6	100%
JH GmbH, represented by Jesper Hojer21	6/6	100%
Frederic Larmuseau	10/11	90.91%

Jonas Deroo, Executive VP Legal and Secretary General, is Secretary of the Strategy Committee.

As set forth in Article 5.4 of the Ontex Corporate Governance Charter, the Strategy Committee advises the Board principally on matters regarding the Company's strategy and long-term value creation, and, in particular:

²⁰ Gustavo Calvo Paz has been appointed as a member of the Strategy Committee on May 25, 2021 and only 6 meetings of the Strategy Committee occurred after that date.

²¹ JH GmbH, represented by Jesper Hojer has been appointed as a member of the Strategy Committee on May 25, 2021 and only 6 meetings of the Strategy Committee occurred after that date.

focusing on the Group's sense of purpose, strategic priorities and values as a key driver for innovation, growth and leadership;
assessing industry developments and the impact of industry trends and changes in the competitive activity on the business plan and the Company's performance;
reviewing the Company's medium and long-term strategy and the business plan, as prepared by the Executive Committee before they are submitted to the Board;
preparing the decision-making of the Board in relation to strategic aspects of transactions or other operations presented to the Board. To this end, the Strategy Committee issues recommendations on strategic transactions or other strategic operations (such as acquisition or disposal of companies/significant assets, creating or discontinuing presence in a country, diversification into a new business or discontinuation of a certain business, the entry into or termination of strategic alliances or longer-term cooperation agreements, etc.) presented by the CEO and/or the Executive Committee to the Board; and
monitoring the implementation of strategic projects and of the business plan including the Company's progress against strategic goals.

During 2021, the Strategic Committee focused mainly on strategic review and the examination of strategic growth projects/opportunities.

18.4 Executive Management

The following tables shows the composition of the Executive Committee, on 31 December 2021, respectively:

Position	Situation per December 31, 2021
Chief Executive Officer	Esther Berrozpe
Chief Financial Officer and Executive Vice	Peter Vanneste
President Finance and IT
Chief Supply Chain Officer	Vincent Crepy
President of the AMEAA Division	Armando Amselem
President of the Europe Division	Laurent Nielly
Executive Vice-President Human Resources	Astrid De Lathauwer
Executive Vice-President R&D and	Annick De Poorter
Sustainability
Executive Vice-President Legal and Secretary	Jonas Deroo
General

Further details on the changes in composition of the Executive Committee are detailed further in this statement. The following paragraphs set out the biographical information, skills and experience of the current members of the Executive Committee.

Esther Berrozpe

Chief Executive Officer

Esther Berrozpe was appointed on January 1, 2021 as Chief Executive Officer. Esther has 30 years of experience in the consumer goods area through marketing and commercial roles within FMCG at Paglieri (personal care), Sara Lee (underwear) and Wella (cosmetics) and senior P&L leadership roles at Whirlpool (BTC and BTBTC) in Europe and in the USA. In her last role at Whirlpool, Esther was member of the Global Executive Committee as EVP and President of Europe, Middle East and Africa,

having the full P&L responsibility for its \$5 billion business in EMEA, with 24,000 employees across 35 countries, 15 production sites and distribution to more than 140 countries. In addition, Esther is a member of the board of directors of Fluidra.

Peter Vanneste

Chief Financial Officer and Executive Vice-President Finance and IT

Peter Vanneste took up the position of Chief Financial Officer on May 1, 2021. Peter brings vast experience in finance and general management in the Fast-Moving Consumer Goods sector from his time spent in senior roles at Jacobs Douwe Egberts, where he was Group CFO, and Procter & Gamble.

Vincent Crepy

Chief Supply Chain Officer

Vincent Crepy took up the new role of Chief Supply Chain Officer, on May 1, 2021. The position has been specially created to closely manage our supply chain end-to-end, drive a step change in our customer service level and maximize operational efficiencies. He joins Ontex with strong international experience from consumer goods companies such as Procter & Gamble, Reckitt Benckiser, Ventura Foods and Scandinavian Tobacco Group in which he held important leadership positions in operations in the US, Europe, Central America, and Asia-Pacific.

Armando Amselem

President of the AMEAA Division

He joined the Ontex Group in May 2016 as President of the Americas Division. Armando joined Ontex from Vita Coco where he served as Global Chief Financial Officer. Prior to Vita Coco, Armando Amselem held various management positions in Europe and the US during his 20-year career with PepsiCo, including General Manager of Tropicana North America and General Manager of PepsiCo France. He also worked for Santander Investment Bank, and Alella Vinicola. Armando holds an MBA from New York University Leonard Stern School of Business, USA, a master's degree in Enology and a bachelor's degree in Agronomic Engineering and Food Sciences from Universidad Politecnica de Barcelona in Spain.

Laurent Nielly

President Europe Division

Laurent Nielly joined the Ontex Group in July 2017 to lead the then acquired business in Brazil, and has been appointed as President of the Europe Division in January 2021. He was promoted to President of the Europe Retail Division in February 2021 and as of July 2021 he leads the Europe activities after the combination of Retail and Healthcare Divisions. Laurent Nielly is also bringing more than 25 years of experience earned in Europe, the US and Latin America and across companies like P&G, McKinsey & Company, PepsiCo and Coty. He started in finance and strategy, developed expertise in innovation and commercial excellence before taking P&L responsibilities.

Astrid De Lathauwer

Executive Vice-President Human Resources

Astrid De Lathauwer joined the Ontex Group on October 1, 2014 after holding a number of leading human resources functions. Astrid held international HR leadership roles at AT&T in Europe, at their US headquarters, and at Monsanto. For 10 years, Astrid was the Chief HR Officer of Belgacom. Before joining the Ontex group, she was Managing Director of Acerta Consult. Astrid holds degrees in Political & Social Science and History of Art. Astrid is a board member at, and chairs the remuneration committee of, Colruyt and Immobel.

Annick De Poorter

Executive Vice-President R&D, Quality and Sustainability

Annick De Poorter joined the Ontex Group in 2003 as the R&D Manager of Feminine Hygiene and was promoted to R&D and Quality Director in January 2009. Before joining the Group, she worked at Libeltex NV in Belgium, and prior to that, she was a Scientific Researcher at University of Ghent, Belgium. Annick holds a master's degree in Civil Engineering in Textiles from the University of Ghent, Belgium.

Jonas Deroo

Executive Vice-President Legal & Secretary General

Jonas Deroo joined the Ontex Group in April 2015. Jonas Deroo holds a law degree of the University of Ghent, Belgium and a Master of Laws degree from Harvard University, US. Prior to joining the Ontex Group, Jonas was Associate General Counsel at Bpost, the Belgian postal operator. He started his career as an attorney at the Brussels Bar.

Changes after December 31, 2021

Astrid De Lathauwer, Executive Vice-President Human Resources, resigned from the Executive Committee on January 1, 2022, and was replaced by Stephanie McDonald as of December 30, 2021.

Stephanie McDonald was appointed Chief Human Resources Officer and a member of the Executive Committee of Ontex on December 30, 2021. Stephanie McDonald joined Ontex from Parkland Corporation, where she was Senior Vice President, People & Culture. There, she worked closely with the CEO and senior leadership team to develop the company's capabilities, culture and organization to align with the company's significant growth. Prior to that, Stephanie spent 17 years with Holcim in a variety of progressive HR leadership roles, including in Canada, the United States and Switzerland. Stephanie's experience and expertise lie at the intersection of strategy, people and culture.

On January 31, 2022 Armando Amselem, president of the AMEAA Division, left the Executive Committee. His role was taken over on an ad interim basis by two business leaders (responsible respectively for the North American and the Emerging Markets regions) reporting directly to the CEO.

Executive Management evolution in 2021

Over the course of 2021, the Executive Committee underwent substantial changes in terms of leadership. A new dynamic was created within the Executive Committee: Esther Berrozpe was appointed as new CEO and more than half of the Executive Committee's members were replaced,

including the appointment of a new CFO, a new president of the Europe Division and a new Chief Supply Chain Officer.

Functioning of the Executive Management Committee

The powers of the Executive Committee include the operational management and organization of the Company, developing or updating on a yearly basis the overall strategy and business plan of the Company and submitting it to the Board for approval, monitoring the implementation of the overall strategy and business plan of the Company, supporting the CEO in the daily management of the Company and the exercise of her responsibilities, preparing the Company's financial statements and presenting accurate and balanced evaluations of the Company's financial situation to the Board and providing the Board with the information it needs in order to properly fulfil its duties, setting up and maintaining policies related to the risk profile of the Company and systems to identify, assess, manage and monitor financial and other risks within the framework set out by the Board and the Audit and Risk Committee.

The size and composition of the Executive Committee is determined by the Board acting on a proposal of the CEO, who chairs the Executive Committee. Members of the Executive Committee are appointed by the Board based on a proposal of the CEO and upon recommendation of the Remuneration and Nomination Committee. Members of the Executive Committee are appointed for an indefinite period and can be dismissed by the Board at any time or cease to be a member of the Executive Committee if their management agreement with the Company terminates.

The CEO leads and chairs the Executive Committee. The CEO is vested with the day-to-day management of the Company. In addition, she exercises the special and limited powers assigned to her by the Board or the Executive Committee. The CEO is a permanent invitee to the Board and reports to the Board on a regular basis, including on the actions taken by the Executive Committee.

During 2021, the Executive Committee met bi-weekly and discussed, among others, the following topics:

strategic review;
action plan following COVID-pandemic;
strategic growth projects;
financial and operational performance;
organizational model;
Ontex's Sustainability Strategy 2030; and
internal controls and compliance review.

18.5 Relevant information in the event of a takeover bid

Article 34 of the Royal Decree of 14 November 2007 on the obligations of issuers of securities which have been admitted to trading on a regulated market, requires that listed companies disclose certain items that may have an impact in the event of a takeover bid.

18.6 Capital Structure

A comprehensive overview of our capital structure at 31 December 2021 can be found in chapter 2 of the Corporate Governance Statement.

18.7 Restrictions on transfers of securities

The Company's Articles of Association do not impose any restrictions on the transfer of shares in the Company. Furthermore, the Company is not aware of any such restrictions imposed by Belgian law except in the framework of market abuse rules.

18.8 Holders of securities with special control rights

There are no holders of securities with special control rights.

18.9 Employee share plans where the control rights are not exercised directly by the employees

The Company's shares to be delivered to participants upon exercise of the stock options or vesting of the RSUs or Performance Shares in the framework of the LTIP are existing ordinary shares in the Company with all rights and benefits attached to such shares. A more detailed description of the LTIP is set out in the Remuneration Policy and report.

The Company has not set up employee share plans where control rights over the shares are not exercised directly by the employees.

18.10 Restriction on voting rights

The Articles of Association of the Company do not contain any restrictions on the exercise of voting rights by shareholders, provided that the shareholders concerned comply with all formalities to be admitted to the shareholders' meeting and their voting rights are not suspended in one of the events set out in the Articles of Association or the Belgian Code of Companies and Associations. Pursuant to Article 11 of the Company's Articles of Association, the Board is entitled to suspend the exercise of rights attaching to shares belonging to several owners.

The Company is not aware of any restrictions imposed by Belgian law on the exercise of voting rights by the shareholders.

18.11 Rules on appointment and replacement of members of the Board

The term of office of directors under Belgian law is limited to six years (renewable) but the 2020 Corporate Governance Code recommends that it be limited to four years (cf. Recommendation 5.6). The appointment and renewal of directors is subject to approval by the shareholders' meeting, upon proposal by the Board on the basis of a recommendation of the Remuneration and Nomination Committee.

18.12 Rules on amendments to the Articles of Association

Save for capital increases decided by the Board within the limits of the authorized capital or a change of the registered office of the Company (such change not triggering the application of different rules on the use of languages by companies than those that currently apply to the Company), only an extraordinary shareholders' meeting is authorized to amend the Company's Articles of Association. A shareholders' meeting may only deliberate on amendments to the Articles of Association if at least 50% of the share capital is represented. If the above attendance quorum is not reached, a new extraordinary shareholders' meeting must be convened, which will validly deliberate regardless of the portion of the share capital represented at the shareholders' meeting. As a rule, amendments to the Articles of Association are only adopted if approved by at least 75% of the votes cast. The Belgian Code

of Companies and Associations provides for more stringent majority requirements in specific instances, such as for modifications of the Company's corporate object clause.

18.13 Authorized capital

On 25 May 2018, the extraordinary general meeting of shareholders renewed the authorization to the Board with respect to authorized capital under the following conditions:

The Board may increase the registered capital of the Company in one or several times by an amount cumulated over 5 years of:

maximum 50% of the amount of the registered capital as such amount is recorded immediately after the general meeting of shareholders of 25 May 2018, of which maximum 20% of the amount of the registered capital as such amount is recorded immediately after the general meeting of shareholders of 25 May 2018, in the event of a capital increase with cancellation or limitation of the preferential subscription rights of the shareholders.

This authorization may be renewed in accordance with the relevant legal provisions. The Board can exercise this power for a period of five years as from the date of publication in the Annexes to the Belgian State Gazette of the amendment to the Articles of Association approved by the shareholders' meeting on 25 May 2018.

18.14 Acquisition of own shares

On 25 May 2018 the Extraordinary Shareholders' meeting renewed the authorization towards the Board with respect to the acquisition of own shares subject to the following conditions:

The Company may, without any prior authorization of the shareholders' meeting, in accordance with Articles 620 ff. of the (former) Belgian Companies Code and within the limits set out in these provisions, acquire, on or outside the stock market, up to 10% of its own shares, profit-sharing certificates or associated certificates for a price which will respect the legal requirements, but which will in any case not be more than 10% below the lowest closing price in the last thirty trading days preceding the transaction and not more than 5% above the highest closing price in the last thirty trading days preceding the transaction. This authorization is valid for five years from 25 May 2018. This authorization covers the acquisition on or outside the stock market by a direct subsidiary within the meaning and the limits set out by Article 627, indent 1 of the (former) Belgian Companies Code. If the acquisition is made by the Company outside the stock market, even from a subsidiary, the Company shall comply with Article 620, §1, 5° of the (former) Belgian Companies Code.

Material agreements to which Ontex is a party containing change of control provisions

19.1 Senior Facilities Agreement

The Company, and certain of its subsidiaries as guarantors, entered into a €470,000,000 senior term and revolving credit facilities agreement dated 23 June 2021 (the "Senior Facilities Agreement"), comprising a term loan of €220,000,000 and a revolving credit facility of €250,000,000, having an initial maturity of 3 years with the option to extend for a period of up to 2 years subject to certain conditions set out therein. The proceeds have been (and can be) used for the refinancing of existing indebtedness and for general corporate purposes.

The Senior Facilities Agreement contains provisions that may be triggered in the event of a change of control over the Company. More specifically, the Senior Facilities Agreement provides, among others,

that any person or group of persons acting in concert acquiring, directly or indirectly, beneficial ownership of the issued capital of the Company having the right to cast more than 50% of the votes capable of being cast at a shareholders' meeting may lead to a mandatory prepayment and cancellation under the Senior Facilities Agreement.

19.2 Indenture

The Company, and certain of its subsidiaries as guarantors, entered into an indenture dated 7 July 2021 (the "Indenture") pursuant to which the Company issued €580,000,000 3.5000% senior notes due 15 July 2026 (the "Senior Notes"). The proceeds have been used for the refinancing of existing indebtedness and for general corporate purposes

The Indenture contains provisions that may be triggered in the event of a change of control over the Company. More specifically, the Indenture provides, among others, that any person or group of persons acting in concert (other than certain exempt persons) acquiring, directly or indirectly, beneficial ownership of more than 50% of the total voting power capable of being cast at a shareholders' meeting may lead to a mandatory offer by the Company to repurchase the Senior Notes at a purchase price equal to 101% of the principal amount of the Senior Notes (together with accrued and unpaid interest).

19.3 Factoring Agreement

The Company entered into a Factoring Agreement dated February 21, 2018, with BNP Paribas Fortis Factor N.V. and KBC Commercial Finance N.V. ('Factoring Agreement'); The Factoring Agreement contains provisions that may be triggered in the event of a change of control over the Company. More specifically, the Factoring Agreement provides, among others, that in the event the effective control of any party is transferred to others, the other party has the right to terminate the Factoring Agreement.

19.4 Hedging Agreement

The Company entered into an ISDA FX hedging agreement dated 12 March 2018 with Crédit Agricole Corporate and Investment Bank ("CACIB") (the "Hedging Agreement"). The Hedging Agreement contains provisions that may be triggered in the event of a change of control over the Company. More specifically, the Hedging Agreement, provides, among others, that a change control, defined as any person or group of persons acting in concert acquiring, directly or indirectly, beneficial ownership of the issued share capital of the Company, provides CACIB the right to terminate the Hedging Agreement.

19.5 Guarantee Agreement

The Company and its subsidiary Hygiene Medica SAS entered into a guarantee agreement dated 6 November 2018 with Euler Hermes NV (the "Guarantee agreement"), with respect to the guarantee issued by Euler Hermes NV to Land Rheinland, Finanzamt Mayen, dated 13 November 2018. The Guarantee Agreement includes provisions that may be trigged in case of a change of control. More specifically, the Guarantee Agreement provides for acceleration in case Ontex Group NV has leased a substantial part of her assets to a third party, or Ontex Group NV merges or decides to merge, splits or decides to split, or is absorbed by a third Party.

All change of control provisions as listed above were subject to shareholders' approval in accordance with Article 7:151 of the Belgian Code of Companies and Associations (previously, Article 556 of the (former) Belgian Companies Code) and have been approved by the shareholders' meeting.

19.6 Severance pay pursuant to termination of contract of Board members or employees pursuant to a takeover bid

The Company has not concluded any agreement with its Board members, executive officers or employees which would result in the payment of a specific severance pay if, pursuant to a takeover bid, the Board members, executive officers or employees resign, are dismissed or their employment agreements are terminated.

Please refer to the Remuneration Report for further detail on the termination provisions of the members of the Board and the Executive Committee in general.

20 Conflicts of interests

In accordance with Article 7:96 of the Belgian Code of Companies and Associations, if a Board member has a direct or indirect patrimonial interest in a decision or transaction which is the responsibility of the Board, he/she must inform the other Board members before any decision by the Board is taken and the statutory auditor must also be notified. The conflicted Board member cannot be present during the deliberations of the Board relating to these transactions or decisions and cannot vote.

In addition to the legal requirements, Ontex, as a general matter and as set forth in its Corporate Governance Charter, also expects each Board member to arrange his or her personal and business affairs in such a way as to avoid any (appearance of) conflict of interest of a personal, professional or financial nature with the Company, directly or through relatives (including spouse or life companion, or other relatives (by blood or marriage) up to the second degree and foster children).

No conflict of interest within the meaning of Article 7.96 of the Belgian Code of Companies and Associations arose in 2021.

Risk	Description Risk	Main Potential Impact
Infectious diseases of epidemic and pandemic potential	As Ontex is operating around the globe, a global epidemic or pandemic outbreak may affect our business contingency.	Global epidemic or pandemic outbreaks may have an impact on raw material availability & unavailability of employees and could disrupt the supply chain as such. This could negatively impact our service level.
Competitive Environment	All Divisions face competition from branded product manufacturers and retailer brand manufacturers. We also face competition from competing manufacturers in production innovation. Rapid time-to-market is key to our competitiveness.	The fact that we would fail to deliver our value proposition and/or to adapt to the customer's needs could affect our performance, and could entail price and volume pressure, loss of market share or margin erosion.
Reputation and Stakeholder Management	As a public company, Ontex has stakeholders with various needs, and Ontex is subject to high transparency standard and periodic reporting obligations. Ontex may be subject to adverse publicity.	Such adverse publicity may adversely impact our reputation, and indirectly our business and financial condition.
Product Quality and Safety	Our reputation as a business partner relies heavily on our ability to supply quality products.	In case of quality issues, this may lead to adverse effects to consumer health, loss of market share, financial costs and loss of turnover as well as putting the Company reputation at stake.

21 Risk and uncertainties

Intellectual Property	Although we are monitoring changes in intellectual property rights, we may inadvertently infringe intellectual property rights owned by others. Secondly, the Company may fail to register intellectual property rights in a timely manner.	As a potential consequence thereof, the Company may face legal claims or have to pay royalties which erode our profit margins. Failing to register or defend IP could erode the Company profit margins as well.
Manufacturing and Logistics	Our ability to serve our customers depends on the operation of our 20 manufacturing sites. We may experience disruptions at our production facilities or in extreme cases, our production facilities may shut down.	Such temporary shortfalls in production could affect our on-time delivery record, which could in turn adversely affect our ability to acquire new customers and retain existing customers.
Sourcing and Supply Chain	We are dependent upon the availability of raw materials for the manufacturing of our products. On average the main raw materials and packaging costs account for between 75% and 80% of our cost of sales. Our raw materials are subject to price volatility due to a number of factors that are beyond our control, including but not limited to, the availability of supply, general economic conditions, commodity price fluctuations and market demand.	The price volatility of the underlying commodities can affect the cost and availability of our products. We may not always succeed in passing on these costs to the customer/consumer through pricing.
Acquisitions	From time to time, we evaluate possible acquisitions that would complement our existing operations and enable us to grow our business. The success of any acquisition depends on our ability to integrate acquired businesses effectively. The integration of acquired businesses may be complex and expensive and may present a number of risks and challenges. Furthermore, there can be no assurance that we will realize any or all of the anticipated benefits of any future acquisitions, including the expected business growth opportunities, revenue benefits, cost synergies and other operational efficiencies.	In case we would not be able to realise the objectives of the acquisition, the integration may lead to additional unforeseen difficulties or liabilities, failure to deliver on financial goals and internal disruption.

Risk	Description Risk Main Potential Impact	Main Potential Impact Main Potential Impact
Information Technology, Data Security and Cyber Attack	We are increasingly reliant on IT systems and information management to run our business. There is a risk of disruption of our IT systems and that sensitive data may be compromised by malicious cyber-attack or technology failure.	A disruption of our IT systems could affect our sales, production and cash flows, ultimately impacting our results. Unauthorized access and misuse of sensitive information could interrupt our business and/or lead to loss of assets. It could also lead to negative reputational impact.
Legal and Regulatory	Ontex is subject to applicable laws and regulations in the global jurisdictions in which it operates.	Failure to comply with laws and regulations could expose us to civil and/or criminal actions, and changes to laws and regulations could have an impact on the cost of doing business.
Economical and Political Instability	Ontex operates around the globe, and as a result is subject to risks associated with operating internationally. Recent and ongoing instability in some of the countries in which we operate may adversely affect our business.	Any such conditions or instability could impact our operations and result in additional expenditure and other commercial and financial impacts incurred in order to comply or adapt to such conditions and consequently have a material adverse effect on our business.
Recruitment and Retention	A skilled workforce and agile organization are essential for the continued success of our business. Failure to identify, attract, develop and retain talents to satisfy current and future needs of the business may affect our ability to compete.	In case of failure to recruit and retain adequately, this may result in a decline in business performance.

Financial	As detailed in section 7.5 of the financial statements, the Group's activities expose it to a variety of financial risks including currency risk, interest rate risk and liquidity risk as well as counterparty default.	These risks may have a material adverse effect on our business, financial condition and results of operations.
Occupational Health and Safety	As Ontex is operating around the globe, it may fail to provide for the personal safety of employees in production and other facilities and during travel to high-risk locations.	This may lead to reputational damage and difficulties in hiring people.
Climate and Environment	Ontex risks not to be able to respond timely to the climate and environmental expectations and requirements from consumers, governments and other stakeholders. Ontex requires certain sensitive raw materials such as paper pulp and plastics to manufacture its products and Ontex produces disposable finished products.	Ontex risks losing market share if stakeholder expectations cannot be met at a competitive price. New regulations might increase the cost of doing business.

22 Reporting non-financial information (Article 3:6, §1, 9th Company Code)

In accordance with 3:6, §1, 9th Companies Code, Ontex Group NV is required to prepare a nonfinancial information statement.

Ontex Group NV hereby refers to the non-financial information statement as described in the consolidated annual report of the Company. Ontex Group NV furthermore declares that, with regard to the matters that are included in the non-financial information statement, no other policies, procedures, performance indicators or risks apply than those stated in the consolidated annual report of the Company.

23 Proposal for the resolution of the Ordinary Shareholders Meeting on May 5, 2022.

The Board of director proposes, amongst others, the following to the Ordinary shareholders meeting:

Acknowledge the Board of Directors report and the report of the statutory auditor for the year ending December 31, 2021
Approval of the separate annual accounts of December 31, 2021
To appropriate the loss of the period as follows:

The Board of directors proposes to carry forward the loss of the period amounting to € - 19,745,775 to next year:

Profit carried forward from last financial year:	€ 413,999,819
Result of the financial year to be appropriated:	€ -19,745,775
Profit to be appropriated:	€ 394,254,044
Accumulated profits:	€400,391,827
Withdrawal from reserves:	€ 6,137,783
Allocation to legal reserves:	€ 0

Discharge for the directors for their mandate exercised in the financial year ended December 31, 2021.
Discharge for the auditor PwC Bedrijfsrevisoren BV, represented by its liable partner Lien Winne for the financial year ended December 31, 2021.

Board of Directors, April 4, 2022 Erembodegem,

_______________________________

ViaBylity BV, represented by Hans Van Bylen, Director

Regina SARL, represented by Regi Aalstad, Director

Inge Boets BV, represented by Inge Boets, Director

Michael Bredael, Director

Gustavo Calvo Paz, Director

Alane Srl, represented by Aldo Cardoso, Director

Philippe Costeletos, Director

Isabel Hochgesand, Director

JH GmbH, represented by Jesper Hojer, Director

_______________________________

MJA Consulting, represented by Manon Janssen, Director

Rodney Olsen, Director

AI assistant

Ontex Group NV — Annual Report 2021

3985_rns_2022-04-04_32188aec-ccb0-4fa0-b591-ed975c7757fc.pdf

BOARD OF DIRECTORS REPORT OF NV ONTEX GROUP TO THE ORDINARY SHAREHOLDERS MEETING OF MAY 5, 2022

General

Introduction

Comments to the statutory accounts per December 31, 2021

3.1 Financial year

3.2 Balance Sheet

3.3 Income Statement

Reporting & Analysis required by Article 3:6§ 1, 1° Belgian Companies Code

Events after the end of the reporting period ended December 31, 2021 (Article 3:6§ 1 ,2° Belgian Companies Code)

Circumstances that may have a material impact on the development of the company (Article 3:6§ 1,3° Belgian Companies Code)

Research and Development expenses (Article 3:6 § 1, 4° Belgian Companies Code)

Information in relation to branch offices (Article 3:6 § 1, 5° Belgian Companies Code) The company does not have any branches.

Continuity of the Company (Article 3:6, §1 6° Belgian Companies Code)

Financial Instruments (Article 3:6 § 1, 8° Belgian Companies Code)

Acquisition own shares

Compliance with the 2020 Belgian Code on Corporate Governance (Article 3:6 §2, 1°& 2° 11. Belgian Companies Code)

Capital and Shareholders

13.1 Capital and capital evolutions during 2021

13.2 Shareholder Evolution

13.3 Shareholder structure

Dealing and Disclosure Code

Risk management and internal control framework (Article 3:6 § 2, 3° Belgian Companies Code) 15.1 Introduction

15.2 Control Environment

15.2.1 Three lines of defense

15.2.2Policies, procedures and processes

15.2.3 Group-wide ERP system

15.3 Risk management

15.4 Control activities

15.5 Information and communication

15.6 Monitoring of control mechanisms

15.7 Risk management and internal control with regard to the process of financial reporting

Remuneration policy and report (Article 3:6 §3 Belgian Companies Code)

16.1 2021 Context, Performance Highlights and Remuneration Outcomes

16.2 2021 Remuneration of the Directors

16.3 2021 Remuneration of the Members of the Executive Committee

16.3.1. Introduction

16.3.2. Total Remuneration Summary

Fixed Remuneration

A. Base Remuneration

B. Other Benefits

Variable Remuneration

A. One-year Variable

CEO bonus

Bonus for the other members of the Executive Committee

B. Multi-year Variable

Long-term Incentive vesting in 2021

Extra-Ordinary Items

Pension Expenses

16.3.3. Share-based Remuneration

2021 LTIP grant

Performance shares awarded during the reported financial year

Overview of share-based remuneration for the CEO and other members of the Executive Committee

16.4. Remuneration and Performance Evolution over the last 5 years

16.5. 2022 Remuneration outlook

Board and Board Committees (Article 3:6 §2, 5° Belgian Companies Code)Board and Board Committees (Article 3:6 §2, 5° Belgian Companies Code)

Hans Van Bylen

Chair of the Board of Directors, Independent Director

Regi Aalstad

Independent Director

Inge Boets

Independent Director

Michael Bredael

Non-Executive Director

Gustavo Calvo Paz

Non-Executive Director

Aldo Cardoso

Non-Executive Director

Philippe Costeletos

Non-Executive Director

Isabel Hochgesand

Independent Director

Jesper Hojer

Non-Executive Director

Manon Janssen

Independent Director

Frederic Larmuseau

Independent Director

Ontex Group NV Annual Report 2021