KEY ELEMENTS OF THE EVALUATION PROCESS OF THE BOARD OF DIRECTORS, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS

The members of the Board of Directors evaluate the size, composition and functioning of this body on a regular basis, at least every three years. The current composition is evaluated in terms of the desired composition. The relationship and interaction with the management team are also reviewed.

The following elements are discussed during the evaluation process for the Audit Committee: internal regulations, composition and appointments, meetings, training of members and resources available for this, the integrity reporting procedure and relations with the Board of Directors. The Audit Committee evaluates its effectiveness and efficiency at least once every three years. As part of this evaluation, an individual questionnaire shall be issued to the members of the Audit Committee. The results of these questionnaires shall be discussed during a meeting of the Audit Committee and submitted to the Board of Directors.

The Appointments and Remuneration Committee evaluates its own effectiveness and efficiency at least once every three years. For the purpose of this self-evaluation, an individual questionnaire is sent to each member of the committee. The results are discussed at a meeting of the committee and submitted to the Board of Directors.

The Appointments and Remuneration Committee also contributes to the objective and professional functioning of the process for appointing and re-appointing directors and the annual evaluation of the performance of the management team.

Managementteam

• Composition

Following the adaptation of the articles of association to bring them into line with the new Companies and Associations Code, the Board of Directors has established an executive body, the management team. The management team consists of the General Manager, who leads the management team, and all other directors of the Company at a given time.

The composition of the management team on 31/12/2022:

CEO Jan Goossens

Asset Management

Finance & Procurement

Bart Van Eygen

Glenn Van Olmen

Project Management Danny Baeten

Business Development

& Innovation

Operations

Marjolein Weemaes

Hans Bruynooghe

HR & Organisational Sabine Schellens

Development

Corporate projects

• Functioning

Johan Maes (temporary position on an interim basis)

The management team exercises the powers relating to day-to-day management, and all transferable powers except for those powers reserved for the Board of Directors according to the statutory provisions, the company’s articles of association and the internal regulations of the Board of Directors. The management team meets on a weekly basis.

Diversity Policy

Aquafin aims for diversity in the Board of Directors and the management team. We interpret this more broadly than age, gender and cultural background, and also view diversity in terms of education, insights, experience and professional competencies.

Aquafin believes that diversity of perspectives within the management bodies contributes to the constructive puttingforward of views for discussion. It provides a broad range of perspectives, new ideas and critical considerations which are necessary to support the decision-making process effectively. Aquafin also enters into dialogue with the outside world and external expert groups regarding a wide range of topics in order to gather broad insights.

The Board of Directors ensures that each appointment or reappointment enables a suitable balance of competencies, knowledge, experience and diversity to be maintained in the board and the committees. As far as gender diversity is concerned, the Board of Directors aims to ensure balanced participation in the Board of Directors. The Board of Directors currently consists of ten members, four of them women.

Remuneration Report

• Non-executive directors

Aquafin applies the following remuneration model for directors: On the one hand, there is an annual flat fee for attending meetings of the Board of Directors. This flat fee stands at 6,500 euros for directors and 13,000 euros for the chairman. Payment of the fee is conditional on attending at least two thirds of the total number of meetings, barring force majeure. In addition, a fee is paid per meeting of the Audit Committee and the Appointments and Remuneration Committee amounting to 380 euros for the chairmen and 320 euros for the members of these committees.

Based on the advice of the Appointments and Remuneration Committee, the Board of Directors determines the remuneration policy for the executive management team. The aim of this policy is to attract, retain and motivate knowledgeable people. The amount of the remuneration shall take into account the individual tasks and responsibilities of the members of the management team.

The performance of the management team is evaluated once a year in the presence of the General Manager. The appraisal of the General Manager takes place in his absence. The Appointments and Remuneration Committee closely monitors the entire procedure, which is also approved by the Board of Directors. Individual and collective objectives are set each year, based on the regulations. A certain weighting is assigned to each objective within the evaluation in advance. For 2022, the elements of the evaluation related to organisational, budgetary, economic and environmental aspects and/or results, among other factors. The overall performance of each member of the Managing Committee is also evaluated, in addition to the evaluation based on the objectives set. The period during which this performance is evaluated extends from 1 January 2022 to 31 December 2022 inclusive.

In addition, a broad assessment was organised for each director by means of collaboration with Accord Group. This consisted of a 360° survey (digital questionnaire) and an interview with each director conducted by Accord. The results of these are discussed with the ARC and form the basis for a development plan for each director.

The total gross remuneration paid for 2022 to the members of the management team amounts to:

• basic salary: 1,439,710.84 euros

• variable part: 272,249 euros

• pension entitlements: 228,996.16 euros

• other remuneration components: 171,011.75 euros

The variable remuneration for the 2022 financial year will be added to the group insurance in 2023.