Corporate & Governance

CORPORATE & GOVERNANCE

Astorica Group is the international business identity under which Astorica Holding B.V. and Astorica Consultancy & Services B.V., both incorporated in the Netherlands, together with their subsidiaries, special-purpose vehicles, participations and formally established joint ventures, conduct and coordinate international investment, project development, structured financing and advisory activities.

Astorica combines strategic investment and financial structuring capabilities with sector-specific technology and project-development expertise. The Group focuses primarily on infrastructure, energy, Waste-to-Energy, circular-economy solutions and other selected real-asset opportunities.
Astorica’s governance framework is designed to provide clear corporate accountability, disciplined transaction approval, appropriate due diligence and transparent identification of the legal entities participating in each transaction.
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Corporate Structure

Astorica Holding B.V.
Chamber of Commerce (KvK): 93148534  The Netherlands
Astorica Holding B.V. serves as the principal holding and investment entity of Astorica Group. Its activities include strategic investments, participations, acquisitions, establishment and ownership of project companies, joint ventures and other investment structures supporting the Group’s international activities.

Where appropriate, individual investments and projects may be undertaken through dedicated Special Purpose Vehicles (SPVs) or joint ventures established for the relevant transaction, jurisdiction or project.

Astorica Consultancy & Services B.V.
Chamber of Commerce (KvK): 93149948  The Netherlands
Astorica Consultancy & Services B.V. provides project development, transaction coordination, strategic advisory and related professional services supporting Astorica Group’s international activities.

Depending on the transaction, its role may include project origination, financial structuring, coordination of professional advisers and financial counterparties, commercial negotiations and transaction execution support.
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Corporate Identity

Astorica Group operates exclusively through its duly incorporated entities, authorized representatives and formally appointed project companies or joint ventures.

Only communications, engagements and transactions originating from or expressly confirmed through astoricagroup.eu or other formally authorized Astorica channels should be regarded as representing Astorica Group.

Astorica Group is not responsible for, and does not represent, any unaffiliated third party using the Astorica name or a similar name, designation or identity.

Counterparties are encouraged to verify the relevant Astorica legal entity and authorized representative before entering into any transaction or transferring funds.
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Technology & Engineering Platform

Emission Resource Group (ERG) is a wholly owned member of Astorica Group following its acquisition by Astorica Holding B.V.
Through this acquisition, Astorica has integrated ERG’s established Waste-to-Energy technology platform, engineering expertise, intellectual property and project experience into the Group’s international Waste-to-Energy activities.

ERG and its technology lineage have accumulated experience encompassing more than 70 waste-treatment and Waste-to-Energy installations worldwide.

This established track record forms part of the broader technological and engineering capabilities available within Astorica Group.

Building on this foundation, Astorica combines established Waste-to-Energy technology and engineering experience with project development, structured financing and strategic investment capabilities for large-scale waste-management, energy-recovery and circular-economy projects internationally.
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Governance Framework

Astorica applies a structured governance process to the evaluation, approval and implementation of investments and projects.

Depending on the nature and size of a transaction, this process may include:

1. Strategic Review
 Assessment of strategic fit, commercial rationale, jurisdiction, counterparties and alignment with Astorica’s investment and development objectives.

2. Financial Review 
Assessment of project economics, capital requirements, proposed financing structure, collateral or security arrangements, financial counterparties and expected risk-adjusted returns.

3. Technical Review 
Evaluation of technology, engineering requirements, implementation capability, EPC arrangements, operating assumptions and technical feasibility where applicable.
Legal & Regulatory Review Assessment of corporate structure, contractual arrangements, ownership, permits, regulatory requirements and legal enforceability in the relevant jurisdictions.

4. Compliance & Counterparty
Due Diligence  Identification and verification of relevant counterparties and review of applicable KYC, AML, sanctions and source-of-funds requirements.

5. Final Transaction Approval 
Material investments, financing commitments, acquisitions and project participations remain subject to the appropriate corporate approvals and execution of definitive documentation.

Investment & Project Governance

Astorica may participate in projects through a combination of:

● direct investment;
● minority or strategic equity participation;
● project-development agreements;
● joint ventures;
● dedicated SPVs;
● structured financing arrangements; and
● financing coordinated with institutional and professional
financial counterparties.

The precise role of Astorica is determined separately for each project. A project being evaluated, developed or financially structured by Astorica should not be interpreted as an unconditional funding commitment by Astorica Holding B.V. or any other Astorica entity.

All financing remains subject to the applicable transaction structure, satisfactory due diligence, compliance review, collateral and security requirements where applicable, financial-counterparty approval, corporate approval and execution of definitive agreements.

Banking & Structured Finance Governance

Where transactions involve bank instruments, guarantees, standby letters of credit or other forms of collateral or credit support, Astorica applies formal verification and acceptance procedures.

These may include, as applicable:

● identification and KYC of the applicant and beneficial owners;
● verification of the issuing financial institution;
● confirmation of source of funds and/or source of wealth where
required;
● review of the proposed instrument wording;
● authenticated bank-to-bank communication;
● independent authentication and verification of the financial
instrument;
● legal and compliance review;
● confirmation of collateral eligibility;
● approval by the relevant financing counterparty; and
● execution of definitive financing documentation.

No financing obligation should be considered unconditional solely on the basis of a proposal, Letter of Intent, Term Sheet or preliminary transaction document.

Any binding financing obligation arises only in accordance with the executed definitive agreements and after satisfaction or formal waiver of the applicable conditions precedent.

Risk & Compliance

Astorica is committed to conducting its activities in accordance with applicable laws and internationally recognized standards of responsible business conduct.

The Group’s transaction-review framework addresses, where applicable:

* Know Your Customer (KYC) Identification and verification of
counterparties and ultimate beneficial ownership.

* Anti-Money Laundering (AML) Assessment of transaction
structure, source of funds and relevant financial flows.

Sanctions Screening 

Review of relevant counterparties and jurisdictions against applicable sanctions requirements.

Anti-Bribery & Corruption Zero tolerance for bribery, corruption or improper payments in connection with Astorica activities.

Transaction Integrity Financial commitments, bank instruments and material representations are subject to verification appropriate to the nature and size of the transaction.

Astorica reserves the right to decline, suspend or terminate engagement with a counterparty where satisfactory due diligence cannot be completed.

Project Companies & Joint Ventures

Large-scale international projects may be developed through dedicated project companies or joint ventures.
Such entities are established to provide appropriate separation of project assets, liabilities, financing, contractual obligations and governance.

The establishment of an SPV or joint venture does not, by itself, constitute a guarantee by Astorica Holding B.V. of the obligations of that entity. Any parent-company guarantee, financial undertaking or other recourse to an Astorica entity must be expressly documented and formally authorized.

Professional & Institutional Counterparties

Astorica works with professional advisers, technology providers, engineering organizations, financial institutions and other specialist counterparties according to the requirements of individual transactions.

References to a financial institution, professional adviser, technology provider or other organization in connection with a specific transaction describe that organization’s relevant role and do not imply a general partnership, endorsement or corporate affiliation unless expressly stated and formally established. This distinction is an important element of Astorica’s corporate-governance and communications policy.

Due Diligence & Verification

Astorica supports appropriate due diligence by qualified banks, institutional investors, financing counterparties, professional advisers, project sponsors and material commercial partners.

Subject to confidentiality requirements and, where appropriate, execution of a Non-Disclosure Agreement, relevant corporate and transaction documentation may be made available for verification.

Such documentation may include:

● Chamber of Commerce extracts;
● constitutional and corporate documents;
● authorized signatory information;
● ownership and corporate-structure information;
● relevant corporate resolutions;
● project and SPV documentation;
● technology and intellectual-property documentation;
● material transaction agreements;
● professional-adviser information; and
● transaction-specific banking or financing documentation where
disclosure is authorized.

Requests for institutional due diligence should be submitted through an authorized Astorica representative or the official contact channels published on astoricagroup.eu.

Corporate Responsibility

Astorica seeks to develop investments and projects capable of generating sustainable economic value while addressing significant infrastructure, environmental and resource-management requirements.

Particular emphasis is placed on projects involving:

· Waste-to-Energy
· Energy Recovery
· Circular Economy
· Resource Recovery
· Sustainable Infrastructure
· Renewable and Alternative Energy

Strategic Real Assets Investment and project decisions are evaluated on their individual commercial, technical, financial, environmental, regulatory and social merit.

Corporate Verification

For corporate, banking, legal or institutional due-diligence purposes, counterparties should always verify:

ASTORICA HOLDING B.V.

Registered office: Sumatrastraat 25, 5215 AX ’s-Hertogenbosch, The Netherlands
Dutch Chamber of Commerce (KvK): 93148534
Email: info@astoricagroup.eu

Contact & Locations · Corporate & Governance · Privacy Notice

Astorica Group’s activities are conducted through Astorica Holding B.V., Astorica Consultancy & Services B.V. (KvK 93149948) and the relevant project entities. The contracting entity and its responsibilities are identified in each agreement.

For privacy enquiries, contact info@astoricagroup.eu.