Corporate governance policy

Corporate governance at Kid ASA, as reported in the Annual Report 2024.

1. Implementation and reporting of corporate governance principles

Kid ASA (Kid or the Company) consider good corporate governance key to create shareholder value through transparency, fairness and trustworthiness. The Company has developed these principles in compliance with laws, regulations and ethical standards. The Norwegian Corporate Governance Board has, for companies listed on the Oslo Stock Exchange, issued the Norwegian Code of Practice for Corporate Governance (the "Code of Practice"). Kid complies with this Code of Practice and it is detailed in this report with section numbers that refer to the Code of Practice's articles. The Code of Practice is available at www.nues.no.

2. Business

Kid's objectives are defined in the Company's articles of association and state that: "The business activities of the company are commercial activities, mainly based on the purchase and sale of interior textiles through import, wholesale, retail, franchise and other related activities, including investments in other enterprises and relevant real property". (Articles of association are made available at investor.kid.no)

The Company's strategy is to ensure growth while maintaining cost control to ensure a continued strong cashflow through:

• Concept development and category expansion to ensure like-for-like sales growth
• Inspirational stores through continuous upgrading the store portfolio
• Optimalization of store portfolio
• Digital footprint and e-commerce

The Company's risk profile is deemed to be low considering the nature of the business and the geographical span. Kid has a risk program which continuously identifies and assesses current risks.

3. Equity and dividends

Kid considers its equity ratio sufficient considering the Group's strategy and risk profile. The dividend policy is to pay out 80-100 percent of adjusted net profit, where adjustments are made for significant one-off events.

The Annual General Meeting approved the proposed dividend of NOK 3.50 per share in May 2024. The Board of directors were also given the authority to approve and distribute a half-year dividend considering the third quarter results in 2024. A half-year dividend of NOK 3.00 was distributed in November 2024. A dividend of NOK 5.00 has been proposed by the Board for the full-year 2024 payable in May 2025. The dividend is subject to approval at the annual general meeting in May 2025.

The Board of Directors has a mandate to increase the Company's share capital by up to NOK 4,877,419. The authority may only be used to issue shares as consideration and to raise new equity in order to strengthen the Company's financing. The authority remains in force until the annual general meeting in 2025, but in no event later than 30 June 2025.

4. Equal treatment of shareholders and transactions with related parties

Kid has one class of shares.

Any purchase or sale by the Company of its own shares will either be carried out through the Oslo Stock Exchange or at prices quoted on the Oslo Stock Exchange.

5. Freely negotiable shares

All shares in the Company have equal rights and are freely tradeable.

6. General meetings

The Annual General Meeting ("AGM") is the arena in which all investors can exercise their right to make fundamental decisions for the Company.

The Company's goal is to ensure that as many shareholders as possible may exercise their rights by participating in general meetings of the Company, and that the meetings are an efficient forum for shareholders and the Board to express their views. The policy is to facilitate shareholder participation through video conference at the general meetings.

Notices of general meetings are made available at investor.kid.no and a separate notice to the Oslo Stock Exchange no later than 21 days prior to the AGM. The date of the meeting is made available in the financial calendar. The notice clearly states deadlines for shareholders to give notice of attendance and provides information on the procedure for casting their votes by proxy.

All supporting documentation for the AGM is sufficiently comprehensive and detailed to allow shareholders to form a view on all matters to be considered at the meeting. The information will be accessible on the Company's website. In accordance with the Norwegian Public Act a shareholder can demand that documents concerning matters that are to be dealt with at a general meeting be sent to him or her by ordinary mail.

The Board of Directors and the person chairing the meeting will make appropriate arrangements for the general meeting to vote separately on each candidate nominated for election to the Company's corporate bodies.

Members of the Board, chairman of the nomination committee and the auditor will attend the general meeting.

7. Nomination committee

The general meeting has elected a nomination committee and approved a set of guidelines for the committee's work. The nomination committee is also laid down in the articles of association. The nomination committee's main purpose is to propose candidates for election to the Board and their respective remuneration. In order to achieve this, the committee has contact with shareholders, the Board of Directors and the Company's executive management.

The nomination committee consists of two members, who are independent of the Board and the Company's executive management. The current members are Petter Tusvik and Sten-Arthur Sælør.

8. Corporate assembly and board of directors: compositions and independence

In accordance with the articles of association, the Board of Directors of Kid shall consist of a minimum of three and a maximum of nine members, as decided by the general meeting.

Kid ASA does not have a corporate assembly, but instead has three employee representatives on the Board of Kid Interiør AS, which is 100% owned by Kid ASA, and the five board members of Kid ASA are also members of the Board of Kid Interiør AS. Board meetings for both companies are held concurrently, at which the Board of directors of Kid Interiør AS is responsible for reporting day-to-day operations, while the Board of directors of Kid ASA, as the listed parent Company, is responsible for equity, long-term debt and the incentive program for executive management. The Board of directors at Hemtex AB consists of Group Executive Management.

The composition of the Board of directors ensures that the Board can attend to the common interests of all shareholders and meets the Company's need for expertise, capacity and diversity. The Board members have a combined experience and competence in the fields of retail and consumer goods, as well as finance, property and experience from other listed companies.

60 percent of the Board members are women, and no member of the executive management team is a member of the Board of directors. The shareholder-elected members of the Board of directors have a term of one or two years, and the chairman is elected by the general meeting.

9. Work of the board of directors

The Board of directors produces an annual plan for its work, with particular emphasis on objectives, strategy and implementation. The chairman of the Board and CEO have regular contact between the meetings to evaluate the business and they keep the Board updated on any matters that need to be addressed. In an event where the chairman has been personally involved in consideration of any material matter, another board member will chair the Board's consideration of this particular matter. Board meetings always include the CEO's perspective on current events and progress of business plans, while the CFO provides the Board with an overview of the company's financial development and forecasted earnings and cashflow.

The Board evaluates its performance and expertise annually.

The Board has established an audit committee consisting of two board members.

Any transaction between the Company and a related party will be based on arm's length terms. If relevant, the transaction will be supported with a valuation obtained from an independent third party. The Company has guidelines to ensure that board members and senior management disclose any material interest to the Board of directors in transactions where the Company is a party.

10. Risk management and internal control

Kid is exposed to financial risks related to foreign exchange (FX) and interest rates. FX risks are managed by hedging nine to eleven months forward. Interest rate risks are managed by a MNOK 395 interest SWAP. Other operational risk areas are reported to the Board on a regular basis.

The Company provides the Board with monthly reports on the Group's financial performance and prepares quarterly reports that are made public. The audit committee and the auditor together review the quarterly and annual reports as well as the sustainability report before they are approved by the Board.

The Board of Directors, with assistance from the audit committee, carries out regular reviews of the Company's most significant areas of risk exposure and its internal control arrangements.

11. Remuneration of the board of directors

The Board of Directors are presented separately in the annual report.

The nomination committee proposes the remuneration of the Board of directors at the annual meeting. The proposition takes into account the Board's responsibility, expertise, time commitment and the complexity of the Company's activities. The Board has one sub-committee in the audit committee.

The remuneration of the Board in 2024 is disclosed in the notes to the consolidated accounts as well as the Remuneration report for 2024.

Members of the Board and/or companies with which they are associated do not, as a general rule, take on specific assignments for the Company in addition to those as members of the Board. If, however, they do take on such assignments these will be disclosed immediately to the entire Board and the remuneration for such additional duties will be agreed by the Board.

12. Remuneration of executive management

The Board of Directors has a set of guidelines for the remuneration of executive personnel. The Board also directly determines the remuneration for the CEO. The CEO is, in consultation with the chairman of the Board, responsible for determining the remuneration of other members of the executive management.

The Board of Directors and general meeting have approved an incentive program for executive management which aims to align the financial interests of Kid's senior management and its shareholders. The incentive program is based on EBITDA target achievement with a capped maximum level. The program includes no share options or rights. The incentive program is paid out over a period of three years and is dependent on the share price development.

The Board of Directors prepare guidelines on the remuneration of executive personnel and prepare a yearly remuneration report as a separate appendix to the agenda for the AGM which is approved by the general meeting. The remuneration for the executive management is also disclosed in the notes to the consolidated accounts in the annual report.

13. Information and communications

Kid has established an investor relation policy (available at investor.kid.no) that states that any communication with shareholders outside the Company's general meeting will take place in accordance with applicable equal treatment requirements and applicable legislation regarding inside information.

The Company publishes a financial calendar for the upcoming year in the fourth quarter at latest. The calendar includes an overview of major events such as its AGM, publication of interim reports, publication of revenue reports and any planned public presentations.

All information distributed to shareholders is made available simultaneously on the Company's web page. All information which the Company is required to disclose will be given in English.

14. Takeovers

Kid has guidelines for how it will act in the event of a takeover bid in accordance with its code of conduct. These guidelines state that the Board will not take any obstructive action unless it is agreed upon at the general meeting. In the event of a takeover bid, the Board will act in the best interests of the shareholders and ensure that the Company's operations are affected as little as possible.

The shareholders will be provided with timely and sufficient information in the case of a takeover bid, with the intention to enable the investors to have an informed view of the situation. The Board of Directors will also issue a statement making a recommendation as to whether shareholders should or should not accept the offer.

15. Auditor

The auditor annually submits to the audit committee the main features of its plan for the audit of the Company. The auditor participates in meetings of the Board of Directors that deal with the annual accounts. At these meetings the auditor reviews any material changes in the Company's accounting principles, comments on any material estimated accounting figures and reports all material matters on which there has been disagreement between the auditor and the executive management of the Company.

The auditor presents annually to the audit committee a review of the Company's internal control procedures, including identified weaknesses and proposals for improvement.

The CEO and CFO of Kid are present at all Board meetings. Once a year the Board of Directors has a meeting with the auditor at which neither the CEO nor any other member of the executive management is present.

Kid has clear guidelines for the use of the auditor by the Company's executive management for services other than the audit. The Board of Directors reports the remuneration paid to the auditor at the AGM, including details of the fee paid for audit work and any fees paid for other specific assignments.