1

The Company adopts a two-tier corporate governance structure that consists of a supervisory board and a board of directors (de facto “management board”, as hereinafter referred to).

The supervisory board is responsible for the general policy and strategy of the company and for all actions that are specifically reserved to it pursuant to the listing code of the DCSX or other applicable listing code (in case of a change of listing venue), as well as any code on companies and/or associations (CCA) that may apply, now or in the future, in the Company’s jurisdiction (Curaçao). In addition, the supervisory board is responsible for supervising the management board. The management board exercises all management powers that are not reserved to the supervisory board in accordance with the code(s) referred to above.

At least once every five years, the supervisory board should review whether the chosen governance structure is still appropriate, and if not, it should propose a new governance structure to the general shareholders’ meeting.

The supervisory board should ensure that this governance structure is correctly implemented in practice.

2

The supervisory board and management board shall remain within their respective remits and interact constructively.

The supervisory board should pursue sustainable value creation by the company, by setting the company’s strategy, putting in place effective leadership and monitoring the company’s performance in accordance with the Company’s “Vision” and “Mission” as expanded under the section “Company Overview”, especially in terms of economic return.

In order to effectively pursue such sustainable value creation, the supervisory board should adopt an inclusive approach that balances the legitimate interests and expectations of shareholders and other stakeholders.

The supervisory board should support the management board (including the CEO) in the fulfilment of their duties and should be prepared to constructively challenge the management board (or ‘executive management’, in the event any nonlinearity at management level should apply) whenever appropriate.

The supervisory board should decide on and regularly review the company’s medium and long- term strategy based on proposals from the management board (or directly from the CEO or other designated member of the executive management).

The supervisory board should approve and regularly review the company’s medium and long-term strategy based on proposals from the management board.

The supervisory board should ensure that it approves the operational plans and main policies developed by the management board to give effect to the approved company strategy.

The supervisory board should ensure that the company’s culture is supportive of the realisation of its strategy and that the Company’s policy shall not be imposed by unqualified third parties (such as woke and similar movements) at the expense of the Company’s own shareholders and their interests.

The supervisory board should monitor that the risk appetite of the management board is compatible with the Company’s strategic objectives as expanded upon in this present Investor Memorandum. More specifically, the supervisory board should, subject to article 14 of the Company’s Deed of Incorporation, recall the management board’s decisions if it considers that, as a result thereof, the Company and its shareholders are exposed, or are at a risk of being exposed, to risks that are not covered by the risk analysis that is expanded upon under the section “Risk (& Mitigants)” of this Investor Memorandum.

The supervisory board should appoint and dismiss the Company’s CEO in accordance with, and (in the unlikely event of ambiguity) in the following order of precedence:

1. The Company’s Deed of Incorporation
2. The present Investor Memorandum on the basis that its Listing Particulars (or similar technical sections), including those (indirectly) referred to, prevail over its commercial and strategy-related aspects.

The supervisory board should also appoint and dismiss the other members of the management board/executive management, in consultation with the CEO, and taking into account the need for a balanced executive team. “Balanced” for the purpose of this paragraph refers to the criteria set out under article 3 of the present corporate governance principles.

The supervisory board should satisfy itself that there is a succession plan in place for the CEO and the other members of the management board/executive managers, and review this plan periodically. In that respect, and until further notice, the following ad interim plan shall apply:

1. Prof. Franceso Mazzuca (see section “Management Team”) will act as CEO ad interim should this position unexpectedly become vacant.
2. In absence of solution (a) the CEO ad interim’s line of succession corresponds with the order of appearance of the other members of the management board/executive management in the “Management Team List” referred to under (a).
3. The “interim” period is not due to exceed 90 days before which an (extraordinary) shareholders’ meeting must be called to appoint a new CEO, or to initiate this process, in accordance with the Company’s Deed of Incorporation.
4. The replacement of another member of the management board/executive management will initially involve a transfer of that member’s powers to the joint (remaining) management board/executive management, on the basis that this “interim” period is not due to exceed 90 days before which an (extraordinary) shareholders’ meeting must be called to appoint a new member, or to initiate this process, in accordance with the Company’s Deed of Incorporation.

The supervisory board should monitor that the company’s remuneration policy is compliant with the provisions made under the section “Director’s Terms of Employment” in terms of maximum fees and contract duration. The supervisory board should also check if the financial position of the Company allows the remuneration of its management board/executive management.

The supervisory board should review the framework of internal control and risk management that is inherent to the Company’s activity of fund manager or other applicable quality under the  laws of Curaçao.

The supervisory board should take all necessary measures to ensure the integrity and timely disclosure of the company’s financial statements and other material financial and non-financial information in accordance with:

1. The applicable laws
2. The Listing Code of the DCSX or other applicable listing venue

The management board should determine the powers and duties entrusted to the Company’s various managers/executives and demonstrate a clear delegation policy, in close consultation with the CEO.

The management board should:

1. Adopt those internal controls that are imposed by the competent authorities, including the DCSX or other applicable listing venue (i.e. systems to identify, assess, manage and monitor financial and other risks) without prejudice to the supervisory board’s monitoring role.
2. Present to the supervisory board a complete, timely, reliable and accurate company financial statements, in accordance with the applicable accounting standards, the policies of the company.
3. Disclose to the public those statements referred to under (b), as well as other relevant information/assessments in accordance with the applicable Listing Code and the provisions made in this present Investor Memorandum.
4. Satisfy itself that the Company disposes of a DCSX (or other competent body) approved Listing Advisor (currently PYGG Securities Co. B.V.) that conducts on behalf of the former all the services provided for under the applicable Listing Code and respective Engagement Terms.

The supervisory board and the management board should agree on whether the executives may accept memberships of other corporate boards. Time constraints and potential conflicts of interests should be considered and balanced against the opportunity for the executive’s professional development.

3

The Company shall have effective and balanced boards in terms of competences.

Both the supervisory board and (even more) the management board should have a composition appropriate to the Company’s purpose and nature [listed investment company], its operations [finance and, whether or not directly, banking], phase of development, structure of ownership and other specifics.

The composition of both boards should be determined so as to gather sufficient expertise in the company’s areas of activity. In that respect, merit and diversity in terms of skills and experience will prevail over diversity in terms of background, age and gender.

The supervisory board should include an appropriate number of independent members. “Appropriate number” is to be understood as “at least half”, and subject to the next paragraph.

At least two supervisory board members should qualify as independent according to the prevalent criteria (Curaçao CCA or best reasonable alternative, as well as the criteria outlined in the next paragraph).

In order to be considered an “independent” supervisory board member, he/she should meet the following criteria:

1. Not being an executive, or exercising a function as a person entrusted with the daily management of the company or a related company or person, and not have been in such a position for the previous three years before his/her appointment. Or alternatively, no longer being in possession of equity (including options) of the Company or any of its majority-owned subsidiaries.
2. Whenever applicable in the future, not having served for a total term of more than five years as a member of the management board/executive management.
3. Not being a remunerated member of the ‘senior management’ (in the event any such distinction at management level should apply in the future) of the Company or any of its subsidiaries, and not having been in such a position for the previous three years before his/her appointment. Or alternatively, no longer being in possession of equity (including options) of the Company or any of its majority-owned subsidiaries.
4. Not receiving, or having received during his/her mandate or for a period of three years prior to his/her appointment, any significant remuneration or any other significant advantage of a patrimonial nature from the Company or any of its majority-owned subsidiaries, apart from any fee he/she receives or has received as a non-executive board member.
5. Not having maintained in the past year before the appointment, a significant business relationship with the Company or any of its majority-owned subsidiaries, either directly or as partner, shareholder, supervisory board member or member of the senior management.
6. Not having been within the last three years before the appointment, a partner or member of the (internal) audit team or external auditor of the Company  or any of its majority-owned subsidiaries.
7. Not having, in the Company or any of its majority-owned subsidiaries, a spouse, legal partner or close family member (to the second degree), that exercises a function as board member or executive or person entrusted with the daily management or employee of the senior management.

The minutes of the meeting should summarize the discussions, specify the decision taken and note diverging views expressed by any of the board members. The names of the interveners should only be recorded if specifically requested by them.

The supervisory board should meet sufficiently regularly to discharge its duties effectively. The company may organise – where necessary and appropriate – board meetings using video, telephone or internet-based means. The number of supervisory board and board committee meetings and the individual attendance record of board members should be disclosed in a statement, in accordance with:

1. The Curaçao CCA or best reasonable alternative
2. The Listing Code of the DCSX or other applicable listing venue

Supervisory board members should meet at least once a year in the absence of the CEO and the other executives.

See also the provisions made under the section “Management Team” with respect to the composition of the Company’s supervisory board and management board/executive management, and in particular the nomination of members proposed by new investors.

4

Where required, external experts and/or special (internal) committees shall assist the supervisory board in the execution of its responsibilities.

Whenever the need arises, the supervisory board should set up specialised committees in order to advise the board in respect of decisions to be taken, to give comfort to the board that certain issues have been adequately addressed and, if necessary, to bring specific issues to the attention of the board. The respective decision-making should however remain the collegial responsibility of the supervisory board itself. The Company should also monitor that its majority-owned subsidiaries – especially those that operate under the control of a Financial Market Supervising Authority or other Regulator – adopt a similar structure.

Strategy formulation should not be referred to any permanent committee.

Subject to the other paragraphs of this principle, each committee should meet sufficiently regularly to execute its duties effectively. The Company may organise – where necessary and appropriate – committee meetings using video, telephone or internet-based means.

Members of the management board/executive management and senior management (if applicable) may be invited to attend committee meetings to provide relevant information and insights into their areas of responsibility.

Each committee should be entitled to meet with any relevant person without any executive being present.

5

The Company shall communicate openly about the appointment of board members, whether or not through third parties that have been designated thereto.

For any appointment to both the supervisory and management board, the skills, knowledge and experience already present or required on the respective board should be evaluated and, in light of that evaluation, a description of the role and skills, knowledge and experience required should be prepared (also referred to as a “profile”).

When dealing with a new appointment (both for the supervisory and management board), the chair of the supervisory board should ensure that, before considering the candidate, the supervisory board has received sufficient information such as the candidate’s curriculum vitae, an assessment of the candidate based on the candidate’s initial interview(s), a list of the positions currently held by the candidate and, if applicable, any necessary information about the candidate’s independence.

To the extent of reasonableness, the profile of new board members

(1) should be of the same standing as that of the current members.

Supervisory board members should be made aware of the extent of their duties at the time of their application, in particular, as to the time commitment involved in carrying out those duties, also taking into account the number and importance of their other commitments. Supervisory board members should not take on more than three board memberships in listed companies. Changes to their other relevant commitments and their new commitments outside the Company should be reported to the chair of the supervisory board as they arise.

The supervisory board should ensure that, when considering nominating a former CEO as a supervisory board member, the necessary safeguards are in place so that the new CEO has the required autonomy. If the supervisory board envisages appointing a former CEO as its chair, it should carefully consider the positive and negative implications of such a decision and disclose in a statement why such appointment will not hamper the required autonomy of the CEO.

6

All board members(1) shall demonstrate independence of mind and shall always act in the best interests of the Company.

Board members(1) should engage actively in their duties and should be able to make their own sound, objective and independent judgements when discharging their responsibilities. Acting with independence of mind includes developing a personal conviction and having the courage to act accordingly by assessing and challenging the views of other board members(1), by interrogating the executives when appropriate in the light of the issues and risks involved, and by being able to resist group pressure.

Board members(1) should make sure they receive detailed and accurate information and should spend sufficient time studying it carefully so as to acquire and maintain a clear understanding of the key issues relevant to the company’s business. They should seek clarification whenever they deem it necessary. This recommendation applies specifically to those members that (in spite of being top-tier managers, academicians, magistrates or whichever quality applies) have limited direct or practical experience in the banking industry.

Board members(1) should not use the information obtained in their respective capacity for purposes other than for the exercise of their mandate. They should handle the confidential information received in their respective capacity with utmost care and be aware that otherwise penalties may apply. In the event of such a confidentiality violation, all subsequent legal proceedings fall under the competence of the common court of justice with its main office on Curaçao.

Supervisory board members should inform the supervisory board of any conflict of interests that could in their opinion affect their capacity of judgement. In particular, at the beginning of each supervisory board or committee meeting, they should declare whether they have any conflict of interests regarding the items on the agenda.

Supervisory board members should, in particular, be attentive to conflicts of interests that may arise between the Company, its board members(1), its significant or controlling shareholder(s) and other shareholders. The board members(1) who are proposed by (a) significant or controlling shareholder(s) should ensure that the interests and intentions of this/these shareholder(s) are sufficiently clear and communicated to the supervisory board in a timely manner.

In case of doubt as to whether or not a conflict of interest may arise or has arisen, as outlined in the two previous paragraphs, the Company, should seek arbitrary advice from an external auditing firm. This firm, or individual auditor, must be recognised as such by the International Auditing and Assurance Standards Board (IAASB) or by a sound jurisdiction (i.e. an early member state of the European Union). In case of compliance, its/his/her/assessment may be considered a clearance to proceed with or maintain the respective measures/decisions.

1. “Board members” includes both supervisory and management board members.

7

In addition to the previous guidelines:

The Company shall remunerate members of the supervisory board and management board/executive management fairly and responsibly, however subject to the caps that are imposed for the purpose of the present listing material. See also the provisions made under the section “Management Team”.

The Company shall treat all shareholders of a same share class equally and respect their respective rights in accordance with, and (in the unlikely event of ambiguity) in the following order of precedence:

1. The Company’s Deed of Incorporation
2. The present Investor Memorandum on the basis that its Listing Particulars (or similar technical sections), including those (indirectly) referred to, prevail over its commercial and strategy-related aspects.

The Company shall conduct regular internal evaluations as to its corporate governance regime.

The Company shall report in a transparent manner about any deviation from the above principles, in the unlikely event that this should occur.

In case of doubt as to whether:

1. Its business is being conducted -both in general or with respect to individual matters and decisions- in compliance with the present corporate governance principles and their underlying code(s), procedures and protocols [for the purpose of (b) jointly referred to as the “Framework”] or in the spirit thereof;
2. The soundness of this Framework itself,

the Company, should seek arbitrary advice from an external auditing firm. This firm, or individual auditor, must be recognised as such by the International Auditing and Assurance Standards Board (IAASB) or by a sound jurisdiction (i.e. an early member state of the European Union). In case of compliance, its/his/her/assessment may be considered a clearance to:

1. Proceed with the intended measures/decisions;
2. Maintain the ongoing Framework and/or structures,

whichever applies.