Governance

Ultimate holding company

TMF Group Holding B.V. (TMF Group) is the parent company of our operational entities. The majority of the shares in TMF Group Holding B.V. are held by TMF Group Ltd.. The majority of the shares in TMF Group Ltd. are held by CVC Strategic Opportunities Fund II (CVC) and a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA). CVC (via Tucano Topco Jersey Limited) and ADIA hold an equal number of voting shares of TMF Group. TMF Group has a board comprised of at least two directors.

Corporate governance compliance

TMF Group closely follows developments in the area of corporate governance and the applicability of the relevant corporate governance rules to the TMF Group. Any substantial changes to TMF Group's corporate governance structure or application of the corporate governance code will be reviewed by the Board of Directors.

Governance structure

In 2025, ADIA transferred all shares held in TMF Group Holding B.V. to TMF Group Limited, and at the same time acquired shares of TMF Group Limited itself. With this transfer, TMF Group Limited holds the majority of the shares issued by TMF Group Holding B.V.. The members of the Management Board and the Supervisory Board of TMF Group Holding B.V. have resigned at the date of transfer and, at that same date, were appointed as directors of TMF Group Limited. The shareholders of TMF Group Holding B.V. have reappointed a Board of Directors consisting of Patrick de Graaf and Natalija Kuzović at the transfer date.

• 1TMF Sapphire Holdco B.V., TMF Sapphire Topco B.V., Tucano Bidco B.V., Tucano Midco B.V. and Tucano Holdco B.V.
• 2TMF Group operating entities include indirect and direct subsidiaries of TMF Sapphire Midco B.V.; TMF Sapphire Bidco B.V. is the direct subsidiary of TMF Sapphire Midco B.V. and the entity carrying external financing.