Board of Directors and management

The Board of Directors of smartphoto group NV is composed as follows:

Mr. Philippe Vlerick – Chairman
Acortis BV, permanently represented by Mr. Stef De corte – Managing Director
Pallanza Invest BV, permanently represented by Mr Geert Vanderstappen – Director
Fovea BV, permanently represented by Mrs. Katya Degrieck – Director
Mr. Hans Van Rijckeghem – Director
Alychlo NV, permanently represented by Mr Marc Coucke – Director
Mrs. Alexandra Leunen – Director


BRIEF BIOGRAPHY OF THE MEMBERS OF THE BOARD OF DIRECTORS

Philippe Vlerick
Chairman, non-executive director

Office address: Vlerick Group, Doorniksewijk 49, 8500 Kortrijk, Belgium

Holder of several degrees from domestic and foreign universities (philosophy, law, management, business administration). Extensive experience as a director and manager in numerous companies, several of which in the financial and industrial sector.

Active in sector federations and interest groups of the corporate world (VBO, Voka, etc.).

Non-executive director at the Company since 1995. Vice-chairman from November 28, 2005 to 2017. Chairman since May 10, 2017, also chairman of the Nomination Committee and the Remuneration Committee.

His current appointment as a director of the Company runs until the
2020 Annual General Meeting of Shareholders.

It is proposed to the Annual General Meeting of Shareholders of May 13, 2020 to reappoin7e8284t Mr. Philippe Vlerick as non-executive director for a period of three years, ending after the Annual General Meeting of Shareholders of May 10, 2023.

Current directorships at other companies:
• BIC Carpets NV (chairman);
• UCO NV (chairman, managing director);
• Raymond Uco Denim Private Limited (chairman);
• Exmar NV (director);
• KBC Group (vice-chairman);
• Besix NV (director);
• BMT NV (director);
• ETEX Group SA (director);
• Vlerick Business School (director);
• Mediahuis Partners (vice-chairman);
• LVD Company NV (director);
• Pentahold NV (chairman);
• Concordia Textiles NV (director);
• Oxurion NV (director);
• Festival of Flanders (chairman);
• Mediahuis (director);
• Europalia Romania (commissioner general).

In addition, Mr. Philippe Vlerick is a director of various family companies.

Mr. Philippe Vlerick has no family ties with other members of the Company’s administrative, management or supervisory bodies.

Mr. Philippe Vlerick does not hold any stock options of smartphoto group NV and does not hold any registered shares of the Company. Mr. Philippe Vlerick is the main shareholder of the companies that have joined forces in the Consortium Midelco NV, which holds 701,195 shares (17.79%) of smartphoto group NV, of which 3,607 shares are held by Mr. Vlerick in a personal capacity.

There is no agreement between the Company or its affiliates and Mr. Philippe Vlerick, which provides for any benefit upon resignation.

Stef De corte, permanent representative of Acortis BV
Managing Director, CEO

Office address: smartphoto group NV, Kwatrechtsteenweg 160, 9230 Wetteren, Belgium

Civil engineer. Active within the group since 1999, respectively as Finance & Administration Manager, then director of the Wholesale division which then had 18 labs in Europe, later as Chief Financial Officer and since December 2005 as Managing Director of smartphoto.

At the General Meeting of May 12, 2010, Mr. Stef De corte was appointed as director, and on June 7, 2012 as managing director of smartphoto group NV. As of November 14, 2017, Acortis BV, permanently represented by Mr. Stef De corte, has been appointed as managing director.

Previously active in various consultancy functions in the field of production, logistics and general company policy at Bekaert-Stanwick and at ABB Service.

His current mandate as managing director at the Company runs until the Annual General Meeting of Shareholders in 2020.

It is proposed to the Annual General Meeting of Shareholders of 13 May 2020 to reappoint Acortis BV, permanently represented by Mr. Stef De corte, as managing director for a period of three years, ending after the Annual General Meeting of Shareholders of 10 May 2023. .

Current directorships at other companies:
• Roxette Photo NV (director);
• Daddy Kate NV (director).

Mr. Stef De corte has no family ties with other members of the Company’s executive, management or supervisory bodies.

Mr. Stef De corte does not hold any registered shares of the Company in a personal capacity. Acortis BV, permanently represented by Mr. Stef De corte, holds 5 250 shares. Acortis BV and Mr. Stef De corte do not hold any stock options of smartphoto group NV.

There is an agreement that – only upon resignation at the request of the Company – provides for financial compensation of twelve months.

Geert Vanderstappen, permanent representative of Pallanza Invest BV
Non-executive director

Office address: Pentahold NV, Molenberg 44, 1790 Affligem, Belgium

Civil engineer. Acted as Chief Financial Officer at the Company between 1993 and 1999, more than five years ago. As a partner at Pentahold NV and Buy-Out Fund CVA, Mr. Geert Vanderstappen has solid financial expertise.

Non-executive director since November 28, 2005. Director and Chairman of the Audit Committee. Mr. Geert Vanderstappen has the necessary expertise in the field of accounting and auditing within the meaning of Article 7:99. §2 of the Companies and Associations Code.

The current mandate of Pallanza Invest BV, permanently represented by Mr Geert Vanderstappen, as director of the Company runs until the Annual General Meeting of Shareholders in 2020.

It is proposed to the Annual General Meeting of Shareholders of 13 May 2020 to reappoint Pallanza Invest BV, permanently represented by Mr Geert Vanderstappen, as non-executive director for a period of three years, ending after the Annual General Meeting of Shareholders of 10 May 2023.

Current directorships at other companies:
• Kinepolis NV;
• Garden Vision (Oh’green) NV;
• Pentahold NV;
• Devan International NV;
• Advipro Group.

Mr. Geert Vanderstappen has no family ties with other members of the Company’s executive, management or supervisory bodies.

Pallanza Invest BV and Mr Geert Vanderstappen do not hold any registered shares of smartphoto group NV, nor do they hold any stock options.

There is no agreement between the Company or its affiliated companies and Mr Geert Vanderstappen, which provides for any benefit upon resignation or retirement.

Katya Degrieck, permanent representative of FOVEA BV
Non-executive director

Office address: FOVEA BV, Vronerodelaan 103, 1180 Brussels, Belgium

Commercial Engineer. MBA.
Started as a management consultant at Andersen Consulting and has been active in the media world for 25 years: including managing director of ECI, daughter of Bertelsmann, Corporate Director Business Development manager of Corelio, member of the Executive Committee of Corelio NV, later Mediahuis NV, and director of various media companies of the Corelio and/or Mediahuis holdings, and the Arkafund venture capital fund.

Today, active at Google as Head of Revenue for Publishers and the News sector in Northern Europe. Also director at Lannoo Group, one of the largest book publishers in the Benelux.

Non-executive, independent director since May 8, 2013. Member of the Remuneration Committee and the Audit Committee since May 10, 2017. Ms. Katya Degrieck fulfills the independence criteria in accordance with principle 5.3 of the Belgian Corporate Governance Code, referred to in Article 7:87 of the Code of companies and associations.

The mandate of Fovea BV, permanently represented by Ms. Katya Degrieck, as director of the Company, runs until the Annual General Meeting of Shareholders in 2020.

It is proposed to the Annual General Meeting of Shareholders of 13 May 2020 to reappoint Fovea BV, permanently represented by Ms. Katya Degrieck, as non-executive director for a period of three years, ending after the Annual General Meeting of Shareholders of 10 May 2023.

Ms. Katya Degrieck has no family ties with other members of the Company’s administrative, management or supervisory bodies.

Fovea BV and Ms. Katya Degrieck do not hold any registered shares of smartphoto group NV, do not hold any stock options of the Company, nor do they have any other business relationship with the group.

There is no agreement between the Company or its affiliates and Ms. Katya Degrieck that provides for any benefit upon resignation.

Hans Van Rijckeghem
Non-executive director

Office address: Locofin B.V. Bunder 4 – 9080 Lochristi, Belgium.

Licentiate in Commercial and Financial Sciences (VLEKHO – Brussels). PUB (Vlerick Business School – Ghent). Since 2010 managing director of Shopinvest NV, Nr4 and various associated real estate companies. Also director at Concordia Textiles NV.

Mr Van Rijckeghem started his career in 1993 at KBC Bank NV. Subsequently he was active for ten years at the independent service provider Lessius Corporate Finance (partner until 2009). Also active as director of VZW Karus, psychiatric center in Melle.

Non-executive director and member of the Nomination Committee and the Audit Committee at the Company since May 10, 2017. Mr. Hans Van Rijckeghem has the necessary expertise in the field of accounting and auditing within the meaning of Article 7:99. §2 of the Companies and Associations Code.

His current mandate as director of the Company runs until the
2020 Annual General Meeting of Shareholders.

It is proposed to the Annual General Meeting of Shareholders of 13 May 2020 to reappoint Mr. Hans Van Rijckeghem as non-executive director for a period of three years, ending after the Annual General Meeting of Shareholders of 10 May 2023.

Mr. Hans Van Rijckeghem has no family ties with other members of the Company’s executive, management or supervisory bodies.

Mr. Hans Van Rijckeghem is managing director of Shopinvest NV, which holds 690,001 shares (17.50%) of smartphoto group NV. Mr. Hans Van Rijckeghem does not hold any registered shares or stock options of smartphoto group NV, nor does he have any other business relationship with the group.

There is no agreement between the Company or its affiliated companies and Mr. Hans Van Rijckeghem, which provides for any benefit upon resignation.

Marc Coucke, permanent representative of Alychlo N.V.
non-executive director

Office address: Alychlo N.V. Lembergsesteenweg 19 – 9820 Merelbeke, Belgium.

Master Pharmaceutical Sciences (UGent) followed by Post University Business Management (MBA Vlerick Business School – Ghent).

Founder and former CEO of Omega Pharma. After the sale thereof, Mr. Marc Coucke invests through Alychlo NV in various listed and unlisted companies.

Current most important directorships at other companies:
• Fagron NV (director);
• Mithra Pharmaceuticals NV (chairman);
• Animalcare Group Plc. (driver).

Non-executive director and member of the Nomination Committee at the Company since May 10, 2017.

His current mandate as director of the Company runs until the Annual General Meeting of Shareholders in 2020.

It is proposed to the Annual General Meeting of Shareholders of 13 May 2020 to reappoint Alychlo NV, permanently represented by Mr. Marc Coucke, as non-executive director for a period of three years, ending after the Annual General Meeting of Shareholders of 10 May. 2023.

Mr. Marc Coucke has no family ties with other members of the Company’s administrative, management or supervisory bodies.

Mr. Marc Coucke is the main shareholder of Alychlo NV, which holds 566,493 shares (14.37%) of smartphoto group NV.
Alychlo NV and Mr Marc Coucke do not hold any registered shares in smartphoto group NV, do not hold any stock options of the Company, nor do they have any other business relationship with the group.

There is no agreement between the Company or its affiliated companies and Mr Marc Coucke, which provides for any benefit upon resignation.

Alexandra Leunen
Non-executive director

Office address: Patada Consult Van Hamméestraat 41 – 1030 Brussels, Belgium.

UX Design & Research Certificate (ULB), Digital Transformation Program «Take the Lead», Digital Disruption (Vlerick Business School), Graduate Marketing (EPHEC). Graduate International Advertising Association (IAA).

Freelance Consultant (Patada Consult) in various companies in the field of marketing, communication and digitization. Formerly founder and Managing Partner of Lemon Crush BVBA, sold in 2013. Active in “Woman on board”, “Réseau Entreprendre Bruxelles” and “Entrepreneurs WE”. From 1 May 2020 Head of Digital & Customer Experience STIB.

Current directorships at other companies:
• Ascencio (2018);
• Toolbox VZW (director);
• Réseau Entreprendre Bruxelles ASBL (2017).

Non-executive, independent director and member of the Remuneration Committee since May 10, 2017. Ms. Alexandra Leunen fulfills the independence criteria in accordance with principle 5.3 of the Belgian Corporate Governance Code, referred to in Article 7:87 of the Companies and Associations Code.

Ms. Alexandra Leunen’s mandate, as director of the Company, will run until the Annual General Meeting of Shareholders in 2020.

It is proposed to the Annual General Meeting of Shareholders of 13 May 2020 to reappoint Ms. Alexandra Leunen as non-executive director for a period of three years, ending after the Annual General Meeting of Shareholders of 10 May 2023.

Ms. Alexandra Leunen has no family ties with other members of the Company’s administrative, management or supervisory bodies.

Ms Alexandra Leunen does not hold any registered shares or stock options of smartphoto group NV, nor does she have any other business relationship with the group.

There is no agreement between the Company or its affiliates and Ms Alexandra Leunen, which provides for any benefit upon resignation.