Compliance with the Corporate Governance Code

GrandVision fully endorses the core principles of the Corporate Governance Code and is committed to adhering to the best practices set out in the Code as much as possible. The Company fully complies with the Code, with the exception of the following provisions:

Best-practice provision II.1.1: A management board member is appointed for a maximum period of four years. A member may be reappointed for a term of not more than four years at a time. The Articles of Association and the Management Board Rules do not stipulate a maximum period for the appointment of the CEO and the CFO. The service agreements for the CEO and the CFO are for an indefinite period of time, thereby maintaining the same term that was included in their respective employment agreements with the Company before its conversion into a public limited liability company.

Best-practice provision II.2.9: The company may not grant its management board members any personal loans, guarantees or the like unless in the normal course of business and on terms applicable to the personnel as a whole, and after approval of the supervisory board. No remission of loans may be granted. In the past, the CEO and the CFO were granted a loan to acquire part of the shares they hold in the Company; at the end of the financial year 2014, these loans are partly still outstanding. The CEO fully repaid his loans to GrandVision in February 2015. Granting these loans was in line with past practice but will not be continued in the future.

Best-practice provision III.5.11: The remuneration committee may not be chaired by the chairman of the supervisory board or by a former member of the management board of the company, or by a supervisory board member who is a member of the management board of another listed company. Mr. Groot is the Chairman of the Remuneration Committee and a member of the management board of another listed company. This situation will be allowed to continue in light of Mr. Groot’s extensive knowledge and experience.