Articles of Association
Corporate Governance Statement
As a Dutch company listed on a stock exchange, the Company is subject to the Dutch Corporate Governance Code (the “DCGC”). The DCGC contains both principles and best practice provisions for boards of directors, shareholders and general meetings, auditors, disclosure, compliance and enforcement standards. A copy of the DCGC can be found on www.mccg.nl. The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their annual report to what extent it complies with the principles and best practice provisions of the DCGC, and where it does not, it must state why and to what extent it deviates from the DCGC. The Company’s most substantial deviations from the DCGC are summarized below.
Prior to completing the Business Combination, the Company has not and will not be involved in any activities other than preparation for the Private Placement and the Business Combination. The Company intends to tailor its compliance with the DCGC to the situation after the Business Combination Date and will, until such time, not comply with a number of best practice provisions. To the extent the Company will deviate from the DCGC following the Business Combination, such deviations will be disclosed at that time. To the extent best practice provisions relate to the Board and its committees, the Company’s most substantial deviations of the DCGC are summarized below.
Independence of the non-executive directors (best practice provision 2.1.7)
The DCGC provides that a majority of the non-executive directors should be independent. The Company has two non-executive directors that are independent (Stefan Oschmann and Axel Herberg) and two non-executive directors that are non-independent (Stefan Winners and Peer M. Schatz). Prior to his appointment as a non-executive director of the Company, Mr. Winners as shareholder of the Sponsor Winners & CO. GmbH was involved in the foundation of the Company and also provided advice to the Company in connection with the preparation of the Private Placement. Accordingly, Mr. Winners will not qualify as “independent” within the meaning of best practice provision 2.1.9 DCGC. Moreover, Mr. Schatz has performed management duties for the Company as from the incorporation of the Company until November 16, 2021 and will therefore also not qualify as “independent” within the meaning of best practice provision 2.1.9 DCGC. Nevertheless, the Company deems the balance of the non-executive directors sufficient. Moreover, the Company aims to comply with this provision as from November 16, 2022.
Independence of the chairman (best practice provision 2.1.9)
The DCGC recommends that the chairman of the board should be independent. With effect as of the date of Admission, Stefan Winners has been appointed as Chairman. As described above, Mr. Winners will not qualify as “independent” within the meaning of best practice provision 2.1.9 DCGC. Nevertheless, the Company intends to appoint Mr. Winners as Chairman as it considers Mr. Winners suitable for this position.
Majority requirements for dismissal and overruling binding nominations (best practice provision 4.3.3)
The Directors are appointed by the general meeting upon the binding nomination of the Board. The general meeting may only overrule the binding nomination by a resolution passed by a two-thirds majority of votes cast, provided such majority represents more than half of the Company’s issued share capital. In addition, except if proposed by the Board, the Directors may be suspended or dismissed by the general meeting at any time by a resolution passed by a two-thirds majority of votes cast, provided such majority represents more than half of the Company’s issued share capital. The possibility to convene a new general meeting as referred to in Section 2:230(3) of the Dutch Civil Code (“DCC”) in respect of these matters has been excluded in the Articles of Association. The Company believes that these provisions support the continuity of the Company and its business and that those provisions, therefore, are in the best interest of the shareholders and other stakeholders.