Charter of the Remuneration Committee
Signify N.V.
Definitions
Board of Management:

the board of management of the Company;

Company:Signify N.V.;

Remuneration Committee:

the remuneration committee of the Supervisory
Board;

Remuneration Committee Rules:

these rules of the Remuneration Committee;

Supervisory Board:

the supervisory board of the Company; andSupervisory Board Rules:

the supervisory board rules of the Company.

Responsibilities of the Remuneration Committee
Article 1
1.1.

The Remuneration Committee shall advise the Supervisory Board and prepare the decisionmaking of the Supervisory Board in relation to the committee's responsibilities.

1.2.

The specific responsibilities of the Remuneration Committee are the following:(a)reviewing and preparing – after consultation with the CEO (chief executive officer) and thehead of corporate HRM/global reward of the Company – proposals for the Supervisory
Board concerning the remuneration policies for the members of the Board of Management
and for the members of the Supervisory Board;(b)reviewing and preparing proposals for the Supervisory Board on the compensation levels
and individual remuneration of the members of the Board of Management and certain
senior executives designated by the Supervisory Board;(c)reviewing and preparing proposals for the Supervisory Board concerning the objectives forthe variable remuneration of members of the Board of Management as well as reviewing
the performance of members of the Board of Management against these objectives(d)preparing the Supervisory Board’s report on the remuneration policies for the members of
the Board of Management; and(e)exercising oversight over the development, implementation and administration of theCompany’s compensation programs for members of the Board of Management;

1.3.

The CEO or the head of corporate HRM/global reward will provide the Remuneration Committeewith all the information necessary to make a well-considered judgement on the remuneration ofmembers of the Board of Management.

1.4.

The Remuneration Committee has at any time the right to seek advice from internal and external
experts and advisors on all kind of remuneration matters. If the Remuneration Committee makes

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use of the services of a remuneration consultant in carrying out its duties, it shall verify that theconsultant concerned does not provide advice to the members of the Board of Management.
1.5.

The Remuneration Committee shall prepare a report of its deliberations and findings and send thisreport to the Supervisory Board.

Composition of the Remuneration Committee
Article 2
2.1.

The Remuneration Committee consists of members of the Supervisory Board with a minimum ofthree. The members of the Remuneration Committee, its chair and secretary shall be appointed
by the Supervisory Board. The secretary does not need to be a member of the Supervisory Board.

2.2.

The chair is primarily responsible for the proper functioning of the Remuneration Committee.
He/she shall act as the spokesperson of the Remuneration Committee and shall be the maincontact for the Supervisory Board.

2.3.

Rules regarding the independence of members of the Remuneration Committee must becomplied with, unless they apply on a comply or explain basis and the non-compliance isexplained.

2.4.

The following requirements must be observed in composing the Remuneration Committee:(a)all of its members must be independent within the meaning of article 9.4 of theSupervisory Board Rules, with the exception of no more than one member; and(b)neither the chair of the Supervisory Board nor any of the Company's former members ofthe Board of Management may (simultaneously) be chair of the Remuneration
Committee.

2.5.

If a member of the Remuneration Committee is or becomes aware of any circumstance which
may reasonably impair or affect his/her independence or the perception of his/her
independence, that member will inform the Remuneration Committee promptly. The
Remuneration Committee will then consult with the Supervisory Board to determine whether
there is sufficient cause for that member to resign from, or terminate his/her membership of theRemuneration Committee.

2.6.

In absence or inability of the chair, the members of the Remuneration Committee may appoint
another member from their midst to act as the chair.

Meetings
Article 3
3.1.

The Remuneration Committee meets whenever one or more of its members have requested
such meeting and at least twice a year.

3.2.

Meetings of the Remuneration Committee are called in writing by or on behalf of the chair or in
his/her absence or inability by another member of the Remuneration Committee. The invitation
to meetings must contain the agenda. Every member can suggest items for the agenda. TheNovember 2023

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agenda and accompanying materials for the meeting must be sent to the members in good time
before any meeting.
3.3.

The Remuneration Committee and the chair may request officers, external advisors of theCompany's group or other parties to be present at a meeting of the Remuneration Committee.

3.4.

Meetings of the Remuneration Committee are chaired by the chair and in his/her absence byanother member of the Remuneration Committee.

3.5.

If a member of the Remuneration Committee is frequently absent during meetings of theRemuneration Committee, the chair of the Remuneration Committee will discuss this with thatmember. If the chair of the Remuneration Committee is frequently absent during meetings,
another member of the Remuneration Committee will discuss this with the chair.

3.6.

The minutes of the meeting are prepared by the secretary of the Remuneration Committee or
any other person designated by the chair or in his/her absence or inability by another memberof the Remuneration Committee. The minutes will be adopted either in a following meeting ofthe Remuneration Committee or by signing by the chair and the secretary or deputy secretaryof the relevant meeting.

3.7.

The Remuneration Committee shall provide the Supervisory Board with a report of its
deliberations and findings.

Resolutions of the Remuneration Committee
Article 4
4.1.

The provisions of the Supervisory Board Rules regarding the adoption of resolutions by theSupervisory Board apply mutatis mutandis to the adoption of resolutions by the Remuneration
Committee.

4.2.

In deviation of article 4.1, if no resolution can be adopted by the Remuneration Committee as aconsequence of a Conflict of Interest (as defined in the Supervisory Board Rules) of all membersof the Remuneration Committee, the relevant resolution will be referred to the Supervisory
Board.

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Status and contents of the Remuneration Committee Rules
Article 5
5.1.

The Remuneration Committee Rules have been adopted by the Supervisory Board pursuant toarticle 4.3 of the Supervisory Board Rules.

5.2.

The Remuneration Committee Rules are complementary to the rules and regulations (from timeto time) applicable to the members of the Supervisory Board under Dutch law, the articles ofassociation of the Company and the Supervisory Board Rules. If and to the extent theRemuneration Committee Rules are inconsistent with Dutch law, the articles of association or
the Supervisory Board Rules, the Remuneration Committee Rules shall not apply.

5.3.

The Remuneration Committee may in exceptional cases, as the circumstances may require, at its
discretion decide to deviate from the Remuneration Committee Rules.

Governing law
Article 6
The Remuneration Committee Rules are governed by and to be construed in accordance with Dutch law.

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