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Corporate Governance

Avantium N.V. is a publicly limited liability company incorporated under the laws of the Netherlands, with its registered seat in Amsterdam and its offices at Zekeringstraat 29, 1014 BV Amsterdam, the Netherlands, chamber of commerce registration number 34138918. Avantium’s shares are listed on Euronext Amsterdam and Euronext Brussels (symbol: AVTX).

Avantium’s corporate governance framework is based on the requirements of the Dutch Civil Code, the Dutch Code, the Company’s Articles of Association as amended on 25 January 2022, the applicable securities laws, and the regulations concerning the Management Board and the Supervisory Board.

Management Board

The Management Board is responsible for the day-to-day management of the Avantium operations, subject to the supervision of the Supervisory Board. The Management Board formulates company strategy and policies and takes responsibility for internal control systems.

Tom van Aken

Tom van Aken is Avantium’s CEO (Chief Executive Officer) and a member of the Management Board. Tom joined Avantium in 2002 as Vice President of…

Global Marketing and Sales in 2004, he was appointed CEO the following year. Prior to joining Avantium, Tom was Business Development Director at DSM Fine Chemicals, Inc. Tom holds a master’s degree in Chemistry from the University of Utrecht (the Netherlands).

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Boudewijn van Schaïk

Boudewijn van Schaïk has served as Avantium’s CFO (Chief Financial Officer) since 1 January 2023. Between 2013 and 2022, he held senior roles in Treasury, Strategy, and M&A at…

SBM Offshore, including the position of Corporate Finance Director. Prior to this, he served in various senior finance positions at NIBC Bank, ABN AMRO Bank, Main Corporate Finance, and Alexander Forbes Financial Services (South Africa). Boudewijn holds a Business Science degree (Accounting and Corporate Finance) from the University of Cape Town (South Africa).

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Supervisory Board

The Supervisory Board is charged with supervising the Management Board and the general course of affairs of Avantium, as well as assisting the Board of Management with advice, taking account of the interests of all the company’s stakeholders.

Edwin Moses

Edwin Moses (Chair) joined the Supervisory Board of Avantium in December 2019. He is a serial entrepreneur and value creator in European life science companies.

He has expertise in high-value service provision to the pharmaceutical industry and drug discovery and development. His primary focus is on high-growth businesses and change management. Mr. Moses has 25 years of board-level experience in more than ten companies, mostly as a Chair.

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Margret Kleinsman

Margret Kleinsman joined the Supervisory Board of Avantium in 2017. She was the Chief Financial Officer (CFO) of Agrifirm from 2020 until 2024. Prior to this,

she was CFO of Holland Colours N.V. from 2014 until 2020. Before that, she worked for Akzo Nobel, filling a variety of roles with increasing responsibilities in Chemicals, Fibers, and Coatings at various locations, including two longer-term assignments in the USA. In her last role at Akzo Nobel, as General Manager for Car Refinish Coatings for North and South America, she was based in Atlanta, Georgia, and was, among other things, responsible for the implementation of a new distribution model. She graduated from the Technical University Twente, the Netherlands, and completed a postdoc at the VU University Amsterdam.

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Nils Björkman

Nils Björkman has been a member of the Supervisory Board since 2021. He worked for 33 years at the food processing and packaging solutions company Tetra Pak

Group in a variety of senior positions around the world, including Sweden, Canada, the USA, the UK, and Switzerland. His last position was Executive Vice President of all commercial operations of the Tetra Pak Group, which he held until his retirement in March 2015. He has worked as a non-executive board member for several companies and holds an MBA from the Stockholm School of Economics (Sweden).

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Michelle Jou

Michelle Jou joined the Supervisory Board of Avantium in 2020. She has over 20 years of professional experience in the chemical industry in Asia and Europe, where she

has served in a variety of positions in sales, marketing, and supply chain management. Since 2022, Michelle Jou has served as Chief Executive Officer at Castrol. Prior to this, she worked for Covestro (formerly Bayer MaterialScience) in various roles. In her last role at Covestro, she was President of Covestro’s global Polycarbonates Segment (Shanghai). Mrs. Michelle B.B. Jou (1969) holds a Bachelor of Arts degree in French from Fu-Jen University (Taiwan) and an MBA from the EMLYON Business School (France). She is fluent in Mandarin, Cantonese, French and English.

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Dirk Van Meirvenne

Dirk van Meirvenne has been a member of the Supervisory Board since 2023. He serves as Head of the Advanced Industrial Intermediates business unit at

Lanxess, a global specialty chemicals company in Cologne, Germany. Prior to this, he served in various senior management positions in R&D and technology at Bayer in both Europe and Asia. He holds a PhD in Polymer Chemistry from the University of Ghent (Belgium).

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Peter Williams

Peter Williams joined the Supervisory Board in 2023. He serves as Group Technology Director and Head of Investor Relations at global chemical company INEOS

and was previously CEO of INEOS Technologies. Before joining INEOS, Peter worked for BP in the UK, where he held various senior technology and business roles. He currently also serves as non-executive director at hydrogen commercial vehicle developer First Hydrogen and at advanced materials technology company V-Carbon. He holds a PhD in Chemistry from the University of York (UK).

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Committees of Supervisory Board

Dutch Corporate Governance Code

The Dutch Corporate Governance Code 2016 (‘Code’), as drawn up by the Monitoring Committee Dutch Corporate Governance, was published on 8 December 2016. The Code consists of principles and best practice provisions regarding the corporate governance of Dutch listed companies and the associated accountability towards shareholders. The Code underscores the importance of themes such as long-term value creation, risk management, culture, effective management and supervision, remuneration, and relations with shareholders. By using words such as ‘continuity’ and ‘long-term value creation’, the Code is also outspoken when it comes to its expectations concerning the outcome of corporate decision-making. Dutch listed companies, including Avantium, are required to apply the Principles and Best Practice provisions of the Code or to explain why they deviate therefrom. In our Annual Report, Avantium describes how Avantium applies the Code for the financial year 2023: https://view.publitas.com/cfreport/avantium-annual-report-2023/page/73

Dutch Corporate Governance Code

Remuneration

Avantiums remuneration approach is designed to attract, motivate, and retain highly qualified and expert leaders, senior staff, and other employees. The Remuneration Policy supports the purpose, long-term development and strategy of the Company, while aiming to respect all stakeholders’ requirements and maintaining an acceptable risk profile. The Supervisory Board ensures that the Policy and its implementation are linked to Avantium’s strategic goals and objectives. The remuneration structure is aimed at achieving a balance between short-term and long-term results and objectives, and is designed to encourage behaviour that is focused on long-term value creation for all stakeholders, while ensuring that the highest standards of integrity and good corporate governance are maintained.

Shareholders at the 2024 annual general meeting (AGM) approved new remuneration policies for members of the Management Board and for the Supervisory Board. These came into effect retrospectively from 1 January 2024.

In designing these new policies, the Supervisory Board consulted advisory bodies and a broad range of stakeholders to achieve the right balance among the various viewpoints and interests.

Download the remuneration policies as approved at the 2024 AGM:

Principles and Policies

Our Principles & Policies describe what we expect of everyone who works with or for Avantium, as well as what they can expect from us.

Articles of Association

The Articles of Association of Avantium N.V. contain the internal regulations and by-laws covering procedure, shares, meetings, directors and other administrative issues.