Introduction

Kendrion N.V. is a public limited liability company under Netherlands law, with its registered offices in Zeist, the Netherlands. The company’s authorised share capital is divided into 40,000,000 ordinary shares with a nominal value of EUR 2.00. Kendrion’s shares are listed on Euronext’s Amsterdam market. Kendrion N.V. does not have a works council.

Kendrion's activities are organised in several legal entities in countries in which it is active. Kendrion N.V. is the ultimate holder of the shares of these legal entities.

Kendrion has an Executive Board, a Supervisory Board and a General Meeting of Shareholders. The members of the Executive Board and the Supervisory Board are appointed by the General Meeting of Shareholders on the recommendation of the Supervisory Board. The Supervisory Board is responsible for supervising the Executive Board and the general affairs concerning the company, advising the Executive Board. In the fulfilment of these tasks, the Supervisory Board's priority will be the interests of the company, its businesses and the stakeholders of the company. The Executive Board and the Supervisory Board are covered elsewhere in this section. Holders of ordinary shares may vote at the General Meeting of Shareholders in person or by proxy. Each share entitles the holder to one vote. Certain resolutions, which are identified in the articles of association of the company, require a supermajority.

Kendrion is required to comply with the Netherlands Corporate Governance Code. Kendrion observes the principles and best practice provisions of the Corporate Governance Code, but preserves the right to make exceptions, when duly explained. Certain exceptions, made by Kendrion are discussed in the Corporate Governance Statement. Kendrion will outline its corporate governance structure each year in its annual report and will submit any substantial changes to that structure to the General Meeting of Shareholders.