{"url_path":"/sec/shmdw/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1987240/0001104659-26-062643-index.html","accession_number":"0001104659-26-062643","cik":"0001987240","ticker":"SHMD","issuer_name":"SCHMID Group N.V.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1987240/0001104659-26-062643-index.html","primary_entity_key":"0001987240","primary_entity_name":"SCHMID Group N.V."},"word_count":651,"has_tables":true,"body_markdown":"**ITEM 16G. CORPORATE GOVERNANCE**\n\nAs a “foreign private issuer,” as defined by the SEC, we are permitted to follow home country corporate governance practices, instead of certain corporate governance standards required by Nasdaq for U.S. companies. Accordingly, we follow Dutch corporate governance rules in lieu of certain of Nasdaq’s corporate governance requirements. The DCGC applies to all Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere. The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their Dutch annual reports whether or not they are complying with the various rules of the DCGC that are addressed to the board of directors or, if any, the supervisory board of a listed company and, if a company does not apply those provisions, to provide the reasons for such non-application. The DCGC contains principles and best practice provisions for managing boards, supervisory boards, shareholders and general meetings of shareholders, financial reporting, auditors, disclosure, compliance and enforcement standards.\n\nThe Company plans to apply the following Dutch corporate governance rules in lieu of the Nasdaq’s corporate governance requirements:\n\n●The Company does not intend to follow NASDAQ Stock Market Listing Rule 5620(c), which requires that for any meeting of shareholders, the quorum must be no less than one-third of the outstanding Ordinary Shares. Instead, the Company will not require any quorum for their shareholders’ meetings, except as provided for by Dutch law in relation to decisions regarding certain matters.\n\n●The Company does not intend to follow NASDAQ Stock Market Listing Rule 5620(b), which requires the solicitation of proxies, the provision of proxy statements for all meetings of the shareholders of the Company and the submission of such proxy solicitations to NASDAQ. Instead, the Company will be provided with a meeting agenda and the relevant documents to be discussed at the general meeting of shareholders, but a solicitation of proxies and the provision of a proxy statement will not be required.\n\n●The Company does not intend to follow NASDAQ Stock Market Listing Rule 5635(d), which requires shareholder approval when a company proposes entering into any transaction, other than a public offering, involving the sale, issuance or potential issuance of the company’s shares (or securities convertible into or exercisable for such shares) equal to 20% or more of the outstanding share capital of such company or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of such shares. Dutch law has no such equivalent limitation, and shareholders have the power to issue shares or rights to subscribe for shares at a company’s general meeting of shareholders unless such power has been delegated to the board of directors. Accordingly, additional shareholder approval is not required for any share issuance made within the parameters delegated to the board of directors.\n\n●The Company does not intend to follow NASDAQ Stock Market Listing Rule 5605(b)(2), which requires that independent directors regularly meet in executive sessions where only independent directors are present. Instead, the Company’s independent directors may choose to meet in executive sessions at their discretion.\n\n●The Company does not intend to follow NASDAQ Stock Market Listing Rule 5605(d)(2), which requires that a compensation committee be composed of at least two members who are each independent, and if the committee is comprised of at least three members one director may be appointed who is not an executive officer or employee or a family member of an executive officer. Instead, the Company intends to comply with the recommendations of the Dutch Corporate Governance Code, which requires that all members of the compensation committee be non-executive directors and more than half be independent.\n\n●The Company does not intend to follow NASDAQ Stock Market Listing Rule 5605(e)(1), which requires that a nominations committee be comprised solely of independent directors, as Dutch law has no such requirement.\n\n​\n\n​\n\n103\n\n[Table of Contents](#TOC)"}