COMMITTEES SET UP BY THE BOARD OF DIRECTORS

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Two committees assist the board of directors, the audit committee and the appointments and remuneration committee.

Audit committee

The audit committee consists solely of indepen dent directors. The expertise in accounting and auditing of Mr Carel Bikkers, chairman of the audit committee, is evident among other things from his former position as a senior manager of the Dutch media group Audax and from his board member/ supervisor mandate in a number of Dutch companies. The members of the audit committee have collective expertise related to the activities of Roularta Media Group cf. Article 7:99 of the Belgian Companies and Associations Code (and before 1 January 2020, Article 526a of the former BelgianCompanies Code).

The audit committee met four times in 2019. During these meetings the audit committee controlled the integrity of the financial information of the company, closely monitored the activities of the external auditor, and where it deemed necessary, made recommendations in these respects to the board of directors.

At the invitation of the chairman, the audit committee was attended by the statutory auditor, the CEO, the chairman of the board of directors, the CFO and the internal auditor. The statutory auditor attended two times the meetings of the audit committee in 2019. The job opening for internal auditor has not yet been filled.

Attendance at audit committee meetings in 2019:

Carel Bikkers, Chairman

4

Koen Dejonckheere 3

Appointments and remuneration committee

The board of directors has used the opportunity as provided in the Corporate Governance Code to establish a single, joint appointments and remune ration committee. The appointments and remuneration committee is composed of independent, non-executive directors.

Pursuant to Article 7:100 of the Belgian Companies and Associations Code, the nomination and remuneration committee has the necessary expertise in the field of remuneration policy (and before 1 January 2020, Article 526c of the former Belgian Companies Code). The CEO and the chairman of the board of directors participate in the meetings of the appointments and remuneration committee in an advisory capacity (cf. Article 7:100 of the Belgian Companies and Associations Code and before 1 January 2020, Article 526c of the former Belgian Companies Code), except when the appointments and remuneration committee deliberates on the remuneration of the CEO and/or the chairman of the board of directors.

The HR director of the Group is also invited to attend the meetings of the appointments and remuneration committee.

The appointments and remuneration committee met two times during 2019. The main item on its agenda was: preparing the remuneration report and reviewing the remuneration and bonus policy of the executive management and the (diverse) composition of the board of directors and its committees

Attendance at appointments and remuneration committee meetings in 2019:

Carel Bikkers

2
Koen Dejonckheere

2