Van de Velde NV

Remuneration Information • Mar 22, 2024

Remuneration report

1. Introduction

The remuneration policy of the company applicable to the fiscal year 2023 and approved by the General Meeting of 26 April 2023 is published on the website of the company.

2. Total remuneration of non-executive directors

In accordance with the applicable policy, in 2023 the non-executive directors received only fixed basic remuneration for their membership or chairmanship of the Board of Directors, plus fixed remuneration for their membership or chairmanship of any advisory committees. The remuneration policy enabled the company to safeguard the necessary competence and experience on the Board of Directors.

Name, Position	Basic remuneration	Remuneration as a member of the Audit and Risk Committee	Remuneration as a mem ber of the Nomination and Remuneration Committee	Total remuneration
Herman Van de Velde NV, always represented by Herman Van de Velde (Chairman)	40,000 €	0 €	7,500 €	47,500 €
YJC BV, always represented by Yvan Jansen (Independent director)	20,000 €	5,000 €	5,000 €	30,000 €
Valseba BV, always represented by Isabelle Maes (Independent director)	20,000 €	7,500 €	5,000 €	32,500 €
Fidigo NV(1), always represented by Dirk Goeminne (Independent director)	20,000 €	5,000 €	0 €	8,333 €
Executive NV(2), always represented by Dirk Goeminne (Independent director)	20,000 €	5,000 €	0 €	16,667 €
Lucas Laureys(1)	20,000 €	5,000 €	0 €	8,333 €
Benedicte Laureys	20,000 €	0 €	0 €	20,000 €
Veronique Laureys	20,000 €	5,000 €	0 €	25,000 €
Greet Van de Velde	20,000 €	0 €	0 €	20,000 €
Mavac BV, always represented by Marleen Vaesen	20,000 €	0 €	0 €	20,000 €
BVHX BV(2), always represented by Bruno Vanhoorickx (Independent director)	20,000 €	0 €	0 €	13,333 €
PARCinvest BV(2), always represented by Christian Salez	20,000 €	0 €	0 €	13,333 €

(1) Pro rata from 01.01.2023 up to and including 26.04.2023.

(2) Pro rata from 27.04.2023 up to and including 31.12.2023.

3. Total remuneration of the members of executive management (including the CEO)

In 2023 the executive management was entrusted to the Management Team, which is chaired by the CEO. In accordance with the applicable remuneration policy, the following remuneration was awarded to the members of the Management Committee and the Management Team:

	1. Fixed remuneration		2. Variable remuneration				5.	6. Fixed/
Name, Position	Basic remuneration	Additional benefits (1)	One year variable	Multi-year variable	3. Exceptional items	4. Pension Cost (2)	Total remunera tion	veriable remuneration ratio
Karel Verlinde CommV (CEO), always repre								87% fixed remuneration
sented by Karel Verlinde (management company)	360,000 €	0 €	55,008 €	0 €	0 €	0 €	415,008 €	13% variable remuneration
Other members of the Management Team								Between 80% and 100% fixed remuneration
together (excluding CEO)(3)	1,230,392 €	85,222 €	95,823 €	0 €	0 €	37,137 €	1,448,574 €	Between 20% and 0% variable remuneration

(1) Only applicable to the member of the Management Team who works on the basis of an employment contract.

Fixed reimbursement of expenses also includes meal vouchers, hospitalization insurance and company car.

(2) Only applicable to the member of the Management Team who works on the basis of an employment contract. (3) If remunerated through an employment contract, the social security charges paid by the employer are not included.

If remunerated through a management agreement, the total cost for the company is included.

4. Note to the various components of the remuneration of the members of the Management Committee (including the CEO)

4.1. Variable remuneration

A) Short-term variable remuneration

As stated in the remuneration policy, the targets for short-term variable remuneration are based partly on objective parameters closely linked to the results of the Group (collective targets) and partly on individual targets closely linked to the responsibility of the member in question. The collective targets represent 80% of the total targets, the individual targets 20%. Three collective targets were set for 2023: turnover, EBITDA and one quality-related target. The Board of Directors, on the proposal of the Nomination and Remuneration Committee, established the turnover and EBITDA for 2023 and the extent to which the targets were achieved. On this basis, the corresponding payment level was established. The corresponding payment level of the collective targets combined is equal to 20 % of the collective target bonus.

		a)	Measured performance
Performance criteria (PC)	Relative weight	b)	Corresp. Payment level (*)
Turnover	40%	a)	Below target
		b)	0.00%
EBITDA	40%	a)	Below target
		b)	0.00%
	20%	a)	On target
NPS (Retail partners)		b)	20.00%

The individual targets were set and evaluated for each individual Management Team member.

B) Long-term variable remuneration

No long-term variable remuneration was granted in 2023.

4.2. Pension

Members of the executive management who have an employment contract participate in the company pension plan. This is a defined contribution pension plan to which the employer contributes 4% of the employee's fixed remuneration limited to the amount of the pension ceiling(1) and 5% of the annual salary exceeding the pension ceiling.

5. Share-related remuneration

The non-executive directors do not receive any remuneration in the form of shares. This means the company departs from Recommendation 7.6 of the Corporate Governance Code 2020. This departure is explained by the fact that the family directors are, directly or indirectly, long-term shareholders of the company and, in general, the non-executive directors are currently deemed to be sufficiently focused on long-term value creation for the company. The award of the shares to the non-executive directors is deemed unnecessary for that reason. However, the company will evaluate this recommendation on a regular basis in regard to any (mandatory) compliance in the future.

No minimum threshold has been set for shares that must be held by the members of the executive management. This means the company departs from Recommendation 7.9 of the Corporate Governance Code 2020. This departure is explained by the fact that the interests of the executive management are currently deemed to be sufficiently oriented to long-term value creation in the company by means of an existing longterm incentive programme in the form of an option plan (see table on the right). Setting a minimum threshold for shares that must be held by the members of the executive management is deemed unnecessary for that reason. However, the company will evaluate this recommendation on a regular basis in regard to any (mandatory) compliance in the future.

The Board of Directors of 29 April 2020 approved the 2020 option plan. As a result, the Nomination and Remuneration Committee can award options on shares of the company to the executive management for five years. These options are awarded free of charge. The exercise price of the options is, per share, equal to the lowest amount of (i) the average of the closing prices of the share on the market over the thirty calendar days prior to the date of the offer or (ii) the closing price of the final trading day prior to the date of the offer. The options are valid for a term of ten years. The company and the option holder may decide by mutual agreement to reduce the term of validity of the options below ten years, but it can never be reduced below five years. The options are not exercisable before the end of the third calendar year following the year in which the options are offered.

(1) For 2023, 76,395.98 euro.

	Most important provisions of the share option plan
	1	2	3
Name, Position	Identification of the Plan	Offer date	acquisition date
	2015	15.10.2019	14.12.2019
Mavac BV	2020	09.10.2020	08.12.2020
	2020	01.10.2021	30.11.2021
Vucastar BV	2020	08.03.2022	07.05.2022
	2015	15.10.2019	14.12.2019
	2020	09.10.2020	08.12.2020
Karel Verlinde CommV	2020	01.10.2021	30.11.2021
	2020	04.10.2022	03.12.2022
	2020	04.10.2023	04.12.2023
	2015	15.10.2019	14.12.2019
	2020	09.10.2020	08.12.2020
Liesbeth Van de Velde	2020	01.10.2021	30.11.2021
	2020	04.10.2022	03.12.2022
	2020	04.10.2022	03.12.2022
MMW BV	2020	04.10.2023	04.12.2023
Céline Soto Perez	2020	04.10.2022	03.12.2022
Skrapa BV	2020	04.10.2023	04.12.2023
Marijke Goossens	2020	04.10.2023	04.12.2023

Remuneration in share options

Exercise price

04.10.2033 32.25 € ⁰

04.10.2033 32.25 € ⁰

04.10.2033 32.25 € ⁰

04.10.2033 32.25 € ⁰

Options held at the beginning of

15.10.2029 23.36 € 5,000 a) n/a

09.10.2030 22.60 € 5,000 a) n/a

2023

Information with regard to the financial year under review

a) Number of optioins offered in 2023 b) Value of underlying shares on offer date

01.10.2031 28.75 € 5,000 a) n/a n/a 5,000 b) n/a

08.03.2032 32.40 € 10,000 a) n/a n/a 10,000 b) n/a

15.10.2029 23.36 € 5,000 a) n/a n/a 5,000 b) n/a

09.10.2030 22.60 € 5,000 a) n/a n/a 5,000 b) n/a

01.10.2031 28.75 € 5,000 a) n/a n/a 5,000 b) n/a

01.10.2032 32.40 € 5,000 a) n/a n/a 5,000 b) n/a

15.10.2026 23.36 € 5,000 a) n/a n/a 5,000 b) n/a

09.10.2025 22.60 € 5,000 a) n/a n/a 5,000 b) n/a

01.10.2026 28.75 € 5,000 a) n/a n/a 5,000 b) n/a

04.10.2029 32.40 € 5,000 a) n/a n/a 5,000 b) n/a

04.10.2032 32.40 € 5,000 a) n/a n/a 5,000 b) n/a

04.10.2027 32.40 € 5,000 a) n/a n/a 5,000 b) n/a

Opening balance In the course of the year (*) Closing balance

acquisition date c) Value at exercise price d) Gain on acquisition date

a) 5,000 a) 5,000

b) 161,250 € c) 161,250 €

a) 5,000 a) 5,000

b) 161,250 € c) 161,250 €

a) 5,000 a) 5,000

b) 161,250 € c) 161,250 €

a) 5,000 a) 5,000

b) 161,250 € c) 161,250 €

5,000 b) 161,250 €

5,000 b) 161,250 €

5,000 b) 161,250 €

5,000 b) 161,250 €

d) 0

d) 0

d) 0

d) 0

a) Number of acquired options b) Value of underlying shares on

n/a 5,000 b) n/a

n/a 5,000 b) n/a

Options held at the end of 2023

	Remuneration in share options
			Information with regard to the financial year under review
			Opening balance In the course of the year (*)			Closing balance
4 End of the retention period	5 Exercise period	6 Exercise price	7 Options held at the beginning of 2023	offered in 2023	8 a) Number of optioins b) Value of underlying shares on offer date	a) Number of acquired options 9 b) Value of underlying shares on acquisition date c) Value at exercise price d) Gain on acquisition date	10 Options held at the end of 2023
31.12.2022	01.01.2023- 15.10.2029	23.36 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2023	01.01.2024- 09.10.2030	22.60 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2024	01.01.2025- 01.10.2031	28.75 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2026(1)	01.01.2027- 08.03.2032	32.40 €	10,000	a) b)	n/a n/a	n/a	10,000
31.12.2022	01.01.2023- 15.10.2029	23.36 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2023	01.01.2024- 09.10.2030	22.60 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2024	01.01.2025- 01.10.2031	28.75 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2025	01.01.2023 01.10.2032	32.40 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2026	01.01.2027- 04.10.2033	32.25 €	0	a) b)	5,000 161,250 €	a) 5,000 b) 161,250 € c) 161,250 € d) 0	5,000
31.12.2022	01.01.2023- 15.10.2026	23.36 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2023	01.01.2024- 09.10.2025	22.60 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2024	01.01.2025- 01.10.2026	28.75 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2025	01.01.2026- 04.10.2029	32.40 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2025	01.01.2026- 04.10.2032	32.40 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2026	01.01.2027-	32.25 €	0	a)	5,000	a) 5,000 b) 161,250 €	5,000
	04.10.2033			b)	161,250 €	c) 161,250 € d) 0
31.12.2025	01.01.2026- 04.10.2027	32.40 €	5,000	a) b)	n/a n/a	n/a	5,000
31.12.2026	01.01.2027- 04.10.2033	32.25 €	0	a) b)	5,000 161,250 €	a) 5,000 b) 161,250 € c) 161,250 €	5,000
31.12.2026	01.01.2027-	32.25 €	0	a)	5,000	d) 0 a) 5,000 b) 161,250 €	5,000
	04.10.2033				b)	161,250 €	c) 161,250 € d) 0

(1) Contrary to the 2020 option plan, the options are not exercisable before the end of the fourth calendar year following the year in which the options are offered.

(2) Contrary to the 2020 option plan, it was agreed that 10,000 of the options granted in 2022 remain exercisable in accordance with the normal exercise periods.

The remaining 30,000 options granted in 2022 have expired..

6. Severance pay

During 2023 no severance pay was awarded to any director or member of the executive management.

7. Use of the right of claw-back

During 2023 no variable remuneration was clawed back.

8. Departures from the remuneration policy

During 2023, there were two departures from the remuneration policy.

It is stipulated in the remuneration policy that, in as far as a member of executive management is a management company, the total remuneration of members of executive management comprises fixed compensation, variable compensation and a share-based compensation (options).

• • Contrary to this, because of the ad interim character of the position of Head of HR and Facilities, the management agreement with Karen Van Bockstaele BV determines that no annual variable compensation is due. Furthermore, no options were granted to Karen Van Bockstaele BV during 2023.
• • Contrary to this, the management agreement with Skrapa BV determines that, with regard to fiscal year 2023, guaranteed variable compensation of 25% of the fixed compensation is due. This guaranteed variable compensation is calculated pro rata the period that Skrapa BV was active for Van de Velde during 2023, from 16 October 2023 until and including 31 December 2023.

During 2023, there were no other departures from the remuneration policy.

9. Ratio of highest to lower remuneration

The highest remuneration is 5.94 times that of the lowest remuneration of a Belgian employee of the Group.

10. Annual change

The company interprets article 3:6 §3, fifth paragraph BCC in such a way that the requirement to provide information on the changes in the remuneration, the performance of the company and the average remuneration of the employees over the past five years only applies as from 2020 and so figures from prior to 2020 are not required in the comparison. That is why the company will show that trend in the remuneration report as from 2020, but not from the years prior to 2020.

The remuneration of the members of the Board of Directors, the CEO and the members of the Management Committee and the main performance criteria evolved as follows in the period 2022-2023:

euro	2023	2022
Chairman of the Board of Directors	40,000	40,000
Member of the Board of Directors	20,000	20,000
Chairman of the Audit and Risk Committee	7,500	7,500
Member of the Audit and Risk Committee	5,000	5,000
Chairman of the Nomination and Remuneration Committee	7,500	7,500
Member of the Nomination and Remuneration Committee	5,000	5,000
CEO (fixed remuneration + short-term variable remuneration)	415,008	963,181
Other members of the Management Committee together (fixed remuneration + short-term variable remuneration + benefits (3)	1,448,574	1,834,668
Comparable turnover (in million euro)	212.1	211.4
Comparable EBITDA (in million euro)	56.6	58.0

(3) Insofar as the member in question is an employee.

The average remuneration of the employees in Belgium changed as follow:

2023	2022
3,633	3,458