Corporate Governance
In good company

Ownership

Pieter Zwart (Sourire B.V.), HAL Investments B.V., management, and employees are the shareholders in Mondhoekie B.V., the parent company of Coolblue. Sourire and HAL Investments B.V. are the 2 majority shareholders and have joint control.

Friend Shares

At the end of 2025, 1,184 Coolbluers were also Coolblue co-owner, as they had been awarded Friend Shares. These depositary receipts for shares were granted in 2021 and 2022 to Coolbluers who at that time had been working at Coolblue for more than a year.

Structure

We keep our corporate structure as simple as possible. We are active in the Netherlands, Belgium, and Germany via various corporate entities. They are all fully owned by Coolblue Holding B.V., a private company with limited liability (besloten vennootschap) under Dutch law, which in turn is fully owned by Mondhoekie B.V. In 2025, a transaction took place in which we fully sold Windcentrale B.V., a part of Servicehouse B.V. involved in the management of windmill cooperatives.

Executive directors

Coolblue’s executive directors are Pieter Zwart and Daphne Smit.

Pieter Zwart

Age: 48

Position: CEO

Started Coolblue in: 1999

Education: Business Administration at Erasmus University Rotterdam

Responsibilities at Coolblue: Category Teams, Customer Experience, Stores, Tech, Purchasing, Germany, Business Journeys, Exclusive Brands and Marketing

Daphne Smit

Age: 40

Position: CFO

Has been working at Coolblue since: 2014

Education: International Business Administration at Erasmus University Rotterdam

Responsibilities at Coolblue: Finance, Delivery & Installation, Warehousing, Returns & Repairs, Customer Service, Coolblue Energy, Corporate, and Human Resources

Support

The executive directors are supported by:

  • A management board, in addition to the executive directors consisting of Michiel van der Zanden as Chief Marketing Officer and Lars van der Hoorn as Chief Energy Officer;
  • A commercial management team of purchasing and commercial experts;
  • Separate management teams for each operational domain, with specific individuals responsible for technology and infrastructure, operations, and HR matters respectively; and
  • Experts who advise on general aspects of Coolblue’s business, such as Finance, HR, or Legal.

Remuneration

The executive directors’ salaries are determined by the Supervisory Board. The executive directors receive a fixed salary. They are not entitled to any bonuses, options, or shares in the company as part of their remuneration.

The executive directors are shareholders in Mondhoekie B.V., each via entities controlled by them. Both of them also hold depository receipts in the capital of the company under the management incentive plan through Stichting Administratiekantoor Zonnestraal.

Corporate Governance

We acknowledge the importance of good governance. We are not legally obliged to follow the Dutch Corporate Governance Code, but we do actively monitor relevant developments in the Corporate Governance Code and incorporate the principles that are relevant to us as a private company.

Supervisory Board

Coolblue’s Supervisory Board is a group of experienced entrepreneurs and investors. They form an independent body that supervises Coolblue’s policies and daily order of business. They also serve as a friendly yet critical sounding board to the Management Board. The Supervisory Board and each of its members are committed to Coolblue’s interests, its customers, and all other parties involved. The Supervisory Board currently consists of 4 members, each with their own background, experience, and expertise relating to different aspects and activities of Coolblue. A new member of the supervisory board will be appointed early 2026.

Jaap van Wiechen

Jaap van Wiechen (53) is the Chairman of the Executive Board HAL Holding N.V. and serves as a member of the Supervisory Board of Boskalis. Jaap acts as chairman of the Supervisory Board and is a member of the Audit Committee.

Theo Kiesselbach

Theo Kiesselbach (60), a German national, is a retail expert. He started his professional career at McKinsey & Co. Afterwards, he held executive roles in a number of German retail companies, followed by a long career as CEO of Grandvision. Currently, he serves as board director and advisor for various companies.

Bert Groenewegen

Bert Groenewegen (62) is the CFO of Mammoet. Bert’s previous positions include CFO of Nederlandse Spoorwegen, CFO at Exact Holding, CFO/CEO at PCM Uitgevers, and CFO at Ziggo. He is the chairman of Coolblue’s Audit Committee.

Maurine Alma

Maurine Alma (57) is working as independent advisor (e.g. Graduate Entrepreneur, Catawiki) next to her other supervisory board roles: chair for Alpine Hearing Protection and member for the Van Gogh museum. Maurine’s other previous positions include executive roles at Just Eat Takeaway, Google, and Procter & Gamble.

Supervisory Board report

Coolblue is an organization that is known for its focus on customer satisfaction and unconventionality. This is reflected in how the company goes about internal and external developments and challenges, like new propositions, the energy market, labor market, consumer behavior, and many others. To match this approach, we as members of its Supervisory Board (installed at Mondhoekie B.V. level) also have to adopt the flexible mentality that characterizes Coolblue. This proves an interesting and challenging assignment, which we gladly take on.

Activities of the Supervisory Board

In 2025, we had 4 official meetings with the Coolblue Management Board. Of course, we also had frequent interactions in between. During these meetings, we discussed recurring topics such as customer satisfaction (NPS), strategy, market developments, and financial and operational results.

Compared to last year, we changed the set-up for discussing specific topics by inviting more responsible managers and clustering these topics around strategic topics such as the expansion in Germany, customer journey improvements, like improved advisory content with the help of AI, our delivery and installation services, the further mechanization of our warehouse, the developments in the energy market and customer service improvements. This resulted in the majority of the meeting being presented by different people out of the business. We highly appreciate the presentations given by these managers and are time after time positively surprised about the energy and knowledge of these managers.

Audit Committee

The Audit Committee supports the Supervisory Board in the supervision of financing, reporting, internal controls, and risk management.

In 2025, the Audit Committee met 3 times with the CFO, Head of Finance, and the external auditor. During these meetings, the following topics were discussed: the financial statements of 2024, the audit planning for 2025, the findings of the interim audit and internal control findings in 2025, ESG (and specifically CSRD) developments, risk management, the strategic risk assessment, fraud and compliance with laws and regulations as well as the relation with the external auditor.

Going forward

Growth continued in 2025. Management acted proactively, focusing on improving the efficiency of the operations while maintaining a growth mentality. The Supervisory Board is pleased with the developments within Coolblue over 2025 in the Netherlands, Belgium, and the growth in Germany. This all resulted in a positive outlook on the further development of the success of Coolblue for the coming years. We appreciate the flexibility and continuous effort of every Coolbluer, and we are confident that this will lead to positive developments and results in 2026.

The Supervisory Board also appreciates how Coolblue continues to take corporate and social responsibility, as always with its own characteristic touch. Coolblue takes responsibility through new propositions and by building on already existing propositions, for example through strongly reducing its cardboard consumption by custom made packaging or even skipping packing, electrification of the delivery fleet, bike delivery, the Free Washing and Drying propositions for Coolblue Energy customers, and the extension of the product journey by refurbishment of washing machines and mobile phones.

Looking ahead after what has been another eventful year for Coolblue, given the enormous dedication of Coolbluers to each other and to the organization, we believe that 2026 is bound to become a great year for Coolblue.

On behalf of the Supervisory Board,

Jaap van Wiechen

Chairman

Bert Groenewegen

Maurine Alma

Theo Kiesselbach