The company’s capital is entirely owned by Mike Koedinger through the companies Lemonland S.A. and Everybody’s Darling S.A.

The Shareholder’s Strategic VISION

Towards a modern Luxembourg with the country’s first independent media company: challenger today, leader tomorrow.

The Shareholder’s AMBITIONS for Paperjam

To commit to the long-term development of Luxembourg. To contribute to the evolution of society and to the international standing of the country by critically and constructively accompanying all political, social and cultural developments. By encouraging decision-makers to find the best solutions. By emphasising the innovative and creative strengths of this country.

To contribute to raising the level of information and, therefore, the engagement of all people in Luxembourg, whether they are residents, working here, or simply passing through. To improve understanding between different cultures by highlighting their achievements and individual contributions to our open and liberal society.

PAPERJAM’S EDITORIAL LINE

• Paperjam is an independent publisher that serves no partisan, political, trade union, or religious interests;

• Committed to the modernisation and international standing of Luxembourg, it brings a sharp, constructive, and open perspective to national issues as well as business life. It highlights successes, but also knows how to be critical of mistakes, failures, or excesses;

• Its editorial line is resolutely democratic, European, and economically and socially liberal. It aligns neither with revolution nor conservatism, but positions itself energetically in the camp of progress and its advances.

PAPERJAM’S ACTIVITIES

We operate through four complementary business lines:

• Paperjam News: Independent and Influential Business Journalism

• Paperjam Club: Stronger Together in Business

• Paperjam Advertising: Advisory and Business Development

• Paperjam Studio: Native Advertising and Contract Publishing

GENERAL MEETING

The General Meeting is sovereign. It votes on amendments to the Articles of Association, appoints and dismisses members of the Board of Directors, and approves the accounts and the management of the Board.

It meets at least once a year and whenever required by law.

It defines the strategic vision of Paperjam S.A.

BOARD OF DIRECTORS

Its Role

Paperjam S.A. is managed by a Board of Directors whose role is to ensure the long-term success of the company in line with the strategic vision defined by the shareholder. It ensures that the necessary financial and human resources are available to enable the company to achieve its objectives. The Board decides on the company’s strategy, values, risk appetite, and key policies.

The Board of Directors decides on the structure of the Executive Committee and delegates to it the powers to implement the strategy.

To fulfil its role, the Board of Directors:

• develops the company’s general strategies and policies;

• adopts the annual budget and investment budget;

• authorises equity investments;

• reviews the existence and functioning of an internal control system;

• takes measures necessary to ensure the integrity of financial statements;

• appoints members of the Executive Committee;

• reviews the performance of the Executive Committee;

• sets the Chief Executive Officer’s remuneration;

• validates the remuneration of the members of the Executive Committee.

Organisation and Composition

The Board of Directors is composed of at least four members, including the founder of the company. Its composition reflects a complementarity of skills, experience, and gender.

With the exception of the company’s founder, all members of the Board of Directors are non-executive and independent directors.

The Board elects a Chair, who ensures the development of a climate of trust within the Board as well as effective interaction between the Board and the Executive Committee.

Term of Office

Independent directors are appointed for a renewable term of three years, renewable twice (nine years in total). Exceptions may be made, requiring a majority vote of the directors and two-thirds of the shareholders. Board members may be dismissed at any time by the General Meeting representing two-thirds of the shares.

Functioning of the Board

The Board of Directors meets frequently enough to discharge its duties effectively and as often as the Chair deems necessary.

The Board also meets at the request of half of its directors. Meetings are normally held in Luxembourg. A Board meeting is valid if 75% of members are physically present or connected via means provided by the company – except in exceptional circumstances preventing one or more members from being present or connected. In such cases, decisions may be taken by the members present or connected even if they do not represent 75% of the Board, provided they account for at least 50% of directors. The exceptional nature will be assessed either by the Chair or at least two directors.

The Chair ensures that an agenda, together with all information necessary for informed decisions, is prepared and sent to all members of the Board in due time. Minutes summarise discussions, record decisions, and specify any reservations expressed by directors.

The Board appoints a secretary, who drafts the minutes for approval and signature by the directors present.

Decisions are taken by majority of those present. A director may not be represented.

Rights and Duties of Directors

Non-executive and independent directors play a complementary role within the Board. However, independent judgement is required of all directors. All ensure they obtain all necessary information to have a thorough understanding of the company’s key aspects.

Each director organises their personal and professional affairs so as to avoid any conflict of interest.

Each director must inform the Board of any conflicts of interest as they arise and refrain from voting on the matter concerned. Each director shall declare all their activities and financial interests upon taking office and ensure this declaration is updated when major changes occur, and at least once a year.

Remuneration of Directors

Directors receive a fixed annual remuneration and variable remuneration based on three-year objectives, as decided by the General Meeting.

EXECUTIVE COMMITTEE

Its Role

The Executive Committee implements the company’s strategy as approved by the Board of Directors. It is the key body steering the company’s strategy.

It prepares for Board approval:

• the plan for the deployment of the company’s strategy;

• acquisitions of equity interests;

• investments;

• annual budgets;

• annual accounts submitted for shareholder approval;

• key management policies.

It reports regularly to the Board of Directors on business operations and submits monthly and quarterly accounts for review. It manages the company’s day-to-day operations collegially. It takes all decisions necessary for the smooth running of the company, in compliance with the strategy and budget approved by the Board.

Composition

The Executive Committee is composed of as many members as necessary to directly or indirectly cover the following areas:

• general management;

• finance;

• business lines;

• digitalisation;

• human resources.

The CEO proposes to the Board of Directors the functions deemed necessary for the smooth running of the company’s management, as well as the individuals capable of fulfilling these functions. Members must devote 100% of their professional time to the company unless authorised otherwise.

The CEO may propose independent advisers to attend meetings (without voting rights).

Executive Committee Members

• Chief Executive Officer (CEO)

• Chief Growth and Strategy Officer

• Chief Operating Officer (COO) / Chief Financial Officer (CFO)

• Director of Paperjam Club

• Director of Paperjam Advertising

• Director of Human Resources

Business Line Directors:

• Director of Paperjam News

• Director of Paperjam Club

• Director of Paperjam Advertising

• Head of Studio

Appointment and Evaluations

Members of the Executive Committee and independent advisers are appointed by the Board of Directors on the proposal of the Chief Executive Officer.

Their performance is evaluated at least once a year by the Chief Executive Officer, whose own performance is evaluated at least once a year by the Board of Directors.

Remuneration

The remuneration of the members of the Executive Committee includes a fixed component aligned with market practice for equivalent positions, and a variable component based on the performance of the company and the individual performance of each member.

The remuneration of the members of the Executive Committee is reviewed once a year by the Chief Executive Officer and submitted to the Board of Directors for approval.

The remuneration of the Chief Executive Officer is reviewed once a year by the Board of Directors.

Functioning

The Executive Committee meets frequently enough to effectively discharge its duties and as often as the CEO deems necessary.

The CEO ensures that an agenda, accompanied by all the information necessary for informed decisions, is drawn up and sent to all members of the Executive Committee in due time.

The minutes summarise the discussions and specify the decisions.

The Executive Committee appoints a secretary, who drafts the minutes and ensures the implementation of the decisions taken.

CONFIDENTIALITY OF INFORMATION

Documents and information provided to the Board of Directors and the Executive Committee are always confidential. Each member is bound to discretion at all times. This also applies to deliberations within these bodies.

Charter approved by the Board of Directors in September 2025.

SHAREHOLDING