Minutes of the Annual General Meeting of DGB Group N.V. (now Green Earth Group N.V.)

Annual General Meeting of Shareholders of DGB Group N.V. (“DGB”, the “Group”, or the “Company”) 17 July 2025 at 14:00 (CET) Minutes

1. Opening and Announcements

The meeting was opened at 14:04 CET by the Chair and CEO, Mr. Selwyn Duijvestijn, who welcomed the shareholders and attendees present at the physical meeting in Zwolle.

He introduced Mr. Thomas Donia, operational director, as the Secretary of the meeting. The meeting was conducted in Dutch, in response to shareholder preference, while the official documentation remains in English.

The Chair confirmed the procedural formalities:

• The record date was 19 June 2025.
• The Company had 13,486,459 ordinary shares and 100 priority shares outstanding.
• A total of 3,626,301 shares were represented, equating to 26.89% of voting rights.
• Proxy votes had been received in advance; only a few votes were cast live during the meeting.

The meeting was deemed lawfully convened and able to adopt valid resolutions.

2. Approval of the minutes of the Extraordinary General Meeting of shareholders on 24 April 2025 (Voting item)

The Chair, Mr. Selwyn Duijvestijn, proceeded to the second item on the agenda, being the approval of the minutes of the Extraordinary General Meeting (EGM) of shareholders held on 24 April 2025.

The Chair explained that the draft minutes of the said meeting had been made available to shareholders in advance, both on the Company’s website and for inspection at the Company's office, in accordance with Dutch corporate governance best practices and the Company’s Articles of Association. He noted that no corrections, amendments, or objections had been received prior to or during the current meeting.

The Chair briefly summarised that the EGM of 24 April 2025 had dealt with various strategic resolutions and that the minutes reflected the outcome of that meeting accurately.

He then tabled the minutes for formal approval and noted the following:

• Voting had largely taken place in advance by means of electronic proxy voting.
• Only a limited number of shareholders were present physically at the meeting in Zwolle, and a small number of votes were cast live during the meeting.

The voting results, including both proxy and in-room votes, were as follows:

Approval of the minutes of the Extraordinary General Meeting of shareholders held on 24 April 2025

Voting item 2. Approval of the minutes of the Extraordinary General Meeting of Shareholders held on 24 April 2025

• For: 3,624,551 – 99.5%
• Against: 0 – n/a
• Abstain: 1,750 – 0.05%
• Total votes cast (i.e. without abstentions): 3,626,301
• Result: Adopted with 100% of votes cast.

3. Annual report 2024 – including corporate governance (Discussion item)

The Chair opened this agenda item by referencing the 2024 Annual Report, which includes the management report, the corporate governance chapter, and the audited financial statements. He noted that the full report had been made available for review via the investor section of the Company’s website ahead of the meeting and that shareholders were given ample time to raise questions prior to and during the meeting.

The Chair offered an overview of the operational developments of the Company in the past year, focusing on strategic execution and the long-term value creation plan. He emphasised that while the year 2024 closed with a financial loss, the Company had made significant non-financial progress, particularly in scaling its nature-based carbon projects. DGB’s activities spanned multiple continents, with notable milestones reached in afforestation, agroforestry, cookstove distribution, and biodiversity restoration projects.

He acknowledged that the costs of such rapid scaling were visible in the reported figures, but these investments were critical to establishing the infrastructure needed for long-term carbon credit issuance. The Chair emphasised that 2024 was the final year of the “build phase” of the Company, during which the primary focus was on operational rollout rather than immediate profitability.

From a governance perspective, the Chair stated that the Company continues to apply the Dutch Corporate Governance Code, with a few deviations. These deviations were clearly disclosed in the Annual Report, along with the rationale for each. For example, certain principles relating to the board composition were tailored to fit the Company’s current scale and listing status. The Chair reassured shareholders that transparency, sustainability, and ethical governance remain at the core of DGB’s operating model.

The Executive Board provided further insight into the reporting process, including how the impact metrics and non-financial KPIs were measured and disclosed. For instance, the report included data on the number of trees planted, hectares restored, and local communities supported. While these metrics do not feed directly into the IFRS financial statements, they represent key indicators of the Company’s value creation and future cash flow potential.

A shareholder took the floor to express appreciation for the thoroughness of the Annual Report and the inclusion of detailed ESG indicators. However, they also expressed a desire for greater visibility into project-level economics, such as the cost per hectare and expected carbon yield per site.

At this point in the meeting, Mr. Niels van Houdt, the Company’s Finance Director, took the floor via videoconferencing tool to provide additional clarification on the accounting treatment applied to project valuations and revenue recognition. He explained that the Company had, already prior to the audit, proactively opted to apply a cost-based valuation methodology to its nature-restoration projects. This means that expenditures incurred in project development are capitalised only when specific milestones are met, and revenue is recognised strictly upon the issuance and sale of carbon credits—regardless of the underlying biological progress achieved.

Mr. Van Houdt further explained that while this conservative approach may result in delayed revenue recognition and therefore short-term losses, it ultimately lays the foundation for outsized profits in later years. Once credits are validated and verified, and issuance begins, revenue is recognised at relatively low marginal cost, generating significant profit leverage. He emphasised that the Company is now entering that phase.

Following his remarks, one shareholder acknowledged the logic but commented that “this accounting method is painful now, but it will lead to extraordinary profits later,” to which the Chair and Mr. Van Houdt agreed.

Drs. Arjan Hasko RA, the external auditor from GCP Auditors, then added a brief explanation from the perspective of the independent audit. He confirmed that the audit process had been intensive, partly due to the fact that this was the Company’s first full audit cycle in several years. Combined with sector-specific complexity and staffing shortages within the auditing sector, this created a challenging timeline. He noted that the upcoming expansion of the finance team and broader governance capacity within the Company would support more efficient audit cycles in the future.

The Chair then formally concluded this agenda item by thanking shareholders for their engagement. As this was a discussion item, no vote was required or taken.

4. Adoption of audited annual accounts 2024 (Voting item)

The Chair introduced this agenda item by confirming that the audited financial statements for the 2024 financial year had been prepared by the Executive Board, approved internally, and subsequently audited and issued with an unqualified opinion by the external auditor. He informed the meeting that the full annual report, including the auditor’s report, had been published and made available via the Company’s investor relations website in accordance with regulatory disclosure requirements.

The Chair elaborated on the key figures included in the 2024 annual accounts. He acknowledged that DGB closed the year with a negative result, which reflected the Company’s intensive investment phase in long-term nature restoration projects and the development of its carbon credit pipeline. As he noted, while this loss might appear discouraging at first glance, it was entirely in line with DGB’s growth strategy and anticipated cash flow profile during the project development cycle.

A thorough explanation was provided on the accounting treatment applied to the major components of the balance sheet and profit and loss statement. The Chair specifically referenced the costs related to project development, staff expansion, and international operations, all of which contributed to the Company’s strategic positioning but also significantly increased the expenses during the financial year.

A shareholder posed a question challenging the prudence of incurring such costs ahead of meaningful revenues, particularly in a volatile and relatively young market like the voluntary carbon sector. In response, the Chair explained that the Company’s investments were necessary to establish future income streams, pointing out that DGB is now reaching the stage where its projects are validated and verified—the key milestones required to begin selling carbon credits. He further noted that carbon credits have now been issued under at least one large-scale carbon project, giving the Company tangible assets that will convert into revenues in the months ahead.

An additional explanation was provided regarding the valuation of the carbon credits. These credits are not recognised as revenue until they are actually issued and sold. Although the Company’s projects have generated biological and environmental progress, these gains do not immediately appear on the profit and loss account unless they meet strict recognition criteria under IFRS. This approach reflects a conservative and responsible accounting policy, but also means that DGB’s actual progress may not yet be fully visible in its statutory financials.

The Chair concluded the discussion by stating that the financial statements had been properly audited and that the figures presented offered an accurate representation of the Company’s operations and financial standing as of 31 December 2024. He then moved to put the proposal to a vote.

Voting item 4. Adoption of the audited annual accounts for 2024

• For: 3,624,551 – 99.5%
• Against: 0 – n/a
• Abstain: 1,750 – 0.05%
• Total votes cast (i.e. without abstentions): 3,626,301
• Result: Adopted with 100% of votes cast.

5. Allocation of results and financial outlook (Discussion item)

The Chair introduced the agenda item by confirming that the Company closed the 2024 financial year with a loss and that this result had been charged against the retained earnings. This accounting treatment was already reflected in the audited financial statements approved under the previous item. He reiterated that this was a discussion item and did not require a shareholder resolution.

A broader explanation was then provided by the Chair and his team, placing the reported loss within the operational and strategic context of DGB’s current phase of development. It was emphasised that the Company’s nature-restoration projects, such as reforestation and biodiversity initiatives, typically involve a front-loaded investment model, with high initial costs during the early years of each project. These costs include setting up nurseries, deploying agronomists and consultants, and initiating on-site operations, which are critical for long-term carbon credit generation. Revenue from these efforts only begins to materialise in substantial volumes several years after project initiation.

The Chair highlighted that DGB is now entering its fifth year of development, and the first carbon credits from its inaugural large-scale project have been issued. This marked a strategic inflexion point: For the first time, DGB is generating sellable carbon credits from mature projects. The operational shift from purely development-focused to revenue-generating activity represents a key driver for the Company’s future outlook. According to the presentation given, this will reduce the Company’s reliance on external financing—such as bond issuances—and allow DGB to increasingly fund its operations and growth through carbon credit sales.

It was also explained that the Company had previously relied heavily on capital raised through green bonds and other financing vehicles to fund project development. However, due to the arrival of certified credits, the most recent bond round had been closed, with no immediate need to raise further capital through this channel. The resulting improvement in cash flow from upcoming carbon credit sales was forecast to positively impact the Company’s balance sheet and earnings profile in 2025 and beyond.

During the discussion, a shareholder raised a concern about the development costs and questioned whether the Company’s business model was structurally capable of delivering healthy margins. The Chair acknowledged that margins in the carbon sector are often misunderstood and explained that while upfront costs are significant, the recurring issuance of carbon credits creates an exponential revenue curve. He illustrated that years six to ten of a project typically yield a high volume of credits at a low marginal cost, leading to strong operating leverage.

Furthermore, a dialogue emerged around how regulatory trends and market dynamics—such as the Article 6 implementation under the Paris Agreement—could influence demand and pricing for carbon credits. The Chair expressed confidence that high-integrity, nature-based solutions like those developed by DGB will continue to command a premium in the voluntary carbon market. He also cited external forecasts predicting a $10–$100 billion market expansion by 2030 and indicated that DGB is strategically positioned to benefit from this trend.

No formal objections or further questions were raised by shareholders present. The Chair concluded that the 2024 loss had been appropriately absorbed into retained earnings and that the financial outlook for the upcoming years was positive, with meaningful revenues expected to flow in from the monetisation of the Company’s existing carbon project pipeline. This outlook would be elaborated further in the strategic presentation under agenda item 8.

6. Discharge of the members of the Executive Board (Voting item)

The Chair proceeded to Agenda Item 6 and introduced the proposal to discharge the members of the Executive Board from liability for the fulfilment of their duties during the 2024 financial year, to the extent such performance is apparent from the annual accounts and the information provided to shareholders during the Annual General Meeting.

The Chair acknowledged the challenges faced during the 2024 financial year, particularly the continued investments in early-stage project development, which had placed pressure on the Company’s short-term financial results. However, he emphasised the strong strategic execution that occurred during the year. Under the leadership of the Executive Board, the Company made substantial progress on afforestation, cookstove, and biodiversity projects in Africa and other emerging regions, resulting in the issuance of the Company’s first verified carbon credits.

He further pointed out that the year 2024 marked a turning point where DGB moved from a phase of infrastructure build-up to monetisation, positioning itself for financial turnaround. Shareholders were reminded that the results of these long-term investments will begin to materialise from 2025 onward, as certified credits are brought to market and converted into revenue.

The Chair emphasised that the Executive Board had acted with transparency, diligence, and accountability throughout the reporting period. He cited the successful closing of a green bond issuance, the introduction of internal controls aligned with investor expectations, the expansion of project monitoring protocols, and progress made towards improving liquidity and reducing reliance on external capital.

There were no objections voiced by the shareholders present during the meeting, and no questions were raised specifically about the conduct or oversight of the Executive Board.

Following this, the Chair called for a vote on the discharge of the Executive Board members for the performance of their tasks during the 2024 financial year.

Voting item 6. Discharge of the members of the Executive Board for their management duties in 2024

• For: 3,624,551 – 99.5%
• Against: 0 – n/a
• Abstain: 1,750 – 0.05%
• Total votes cast (i.e. without abstentions): 3,626,301
• Result: Adopted with 100% of votes cast.

7. Amendment to the Articles of Association (Voting item)

The Chair introduced Agenda Item 7, concerning the proposed amendment of the Articles of Association of the Company. He explained that the amendment consisted of six substantive changes, each aligned with the Company's evolving strategic profile, operational needs, and branding objectives. These amendments were previously published in full on the Company’s website and made available for inspection by shareholders prior to the meeting.

The Chair then summarised the proposed changes:

1. Change of the statutory name from “DGB Group N.V.” to “Green Earth Group N.V.”. This reflects the Company’s broader mission beyond carbon credits, encompassing nature restoration, sustainable product development, impact finance, and biodiversity enhancement.
2. Relocation of the statutory seat from Hardenberg to Lelystad, which is a more central and operationally aligned jurisdiction for the Company as it scales its project portfolio and expands its institutional investor base.
3. Designation of Heerenveen and Utrecht as additional official locations for shareholder meetings, enhancing geographic flexibility and accessibility for shareholders.
4. Removal of provisions related to preferred shares, as the Company does not have any preferred shares outstanding and does not anticipate issuing such instruments in the near term.
5. Update of the shareholder register in accordance with Euroclear procedures, facilitating alignment with electronic securities clearing and improved investor infrastructure.
6. Increase in authorised share capital to allow future flexibility in financing operations and expanding equity participation, within the bounds of responsible capital governance.

The Chair clarified that the vote on this item included not only approval of the proposed amendments but also the authorisation of Simmons & Simmons LLP to execute the deed of amendment of the Articles of Association.

He then elaborated on the rationale for the name change. While DGB started as a carbon-focused organisation, the business has grown significantly to include product development (e.g., sustainable agriculture and beekeeping), community-based interventions (such as cookstove projects), and technology services (such as carbon footprint measurement tools). As such, the name Green Earth Group better captures the full scope and ambition of the enterprise, and the change marks the next chapter in the Company’s evolution.

One shareholder asked whether the name change would affect the Euronext ticker symbol or other identifiers. The Chair responded that the Company’s ticker symbol may be adjusted in coordination with Euronext, and that an announcement would be made once formal processes were completed. Other identifiers, such as the ISIN, would remain unchanged unless otherwise required.

Another shareholder sought clarification on whether the relocation to Lelystad would have any tax or operational consequences. The Chair confirmed that the move was primarily logistical and strategic, and that it would not affect the Company’s listing, regulatory compliance, or day-to-day business operations. He emphasised that Lelystad offered better alignment with the Company’s project development offices and national footprint because the Company's current HQ is there.

A third shareholder raised a question regarding the authorised capital increase, asking whether this was linked to any imminent share issuance or corporate action. The Chair explained that there were no immediate plans to issue new shares beyond existing authorisations, and that the purpose was to maintain strategic flexibility as the Company enters a more capital-intensive scale-up phase. Any future issuance would still be subject to approval by the Board and, where applicable, shareholder vote.

Following this discussion, the Chair called the item to vote.

Voting item 7. Amendment of the Articles of Association

• For: 3,624,551 – 99.5%
• Against: 0 – n/a
• Abstain: 1,750 – 0.05%
• Total votes cast (i.e. without abstentions): 3,626,301
• Result: Adopted with 100% of votes cast.

The Company will now proceed with the execution of the amendment deed via Simmons & Simmons LLP.

8. Approval of the delegation to the Board of Directors of the power to issue shares and to restrict or exclude the pre-emptive rights (Voting item)

The Chair introduced Agenda Item 8, which concerned the proposal to approve a delegation of authority to the Board of Directors to issue new shares and, when deemed necessary, to restrict or exclude pre-emptive rights associated with such issuances. This authority, if granted, would be valid for a period of 18 months from the date of the Annual General Meeting and would allow the issuance of shares up to a maximum of 20% of the issued share capital as at the date of the resolution.

The Chair explained the rationale behind the proposal, noting that such a delegation is standard practice for listed companies seeking to maintain strategic and financial flexibility.

It allows the Company to respond efficiently to investment opportunities, partnership developments, or capital markets conditions without requiring a separate shareholder vote for each issuance. Importantly, any issuance would still be conducted in accordance with the applicable Dutch legal framework and regulatory disclosure obligations.

The Chair reassured shareholders that this authority would not be used indiscriminately. The intention is to preserve timely access to growth capital, particularly as DGB transitions from the build phase into monetisation of its carbon and nature-based asset portfolio. The capital raised through such issuances may be deployed towards further project financing, acceleration of certified credit issuance, or to strengthen the balance sheet in preparation for future milestones.

He also acknowledged that while shareholders naturally prefer to maintain their proportionate ownership, there are instances where restricting or excluding pre-emptive rights is justified—for example, in the case of a strategic private placement or accelerated bookbuild. Any use of this authority would be carefully considered, announced publicly, and executed transparently.

A shareholder raised the question of whether the full 20% capacity would be used immediately or in stages. The Chair clarified that the delegation does not imply any imminent or full use of the authorisation. It simply provides the Company with the room to act decisively if an opportunity arises. Any future issuance within the 20% limit would be considered against market conditions and shareholder interests.

There were no objections to the legal wording or structure of the resolution, and no further questions were raised.

The Chair then called the proposal to a vote.

Voting item 8. Approval of the delegation to the Board of Directors of the power to issue shares and to restrict or exclude pre-emptive rights

• For: 3,624,551 – 99.5%
• Against: 0 – n/a
• Abstain: 1,750 – 0.05%
• Total votes cast (i.e. without abstentions): 3,626,301
• Result: Adopted with 100% of votes cast.

9. Presentation on the outlook on the carbon credit market and DGB's strategic positioning (Presentation)

The Chair introduced Agenda Item 9 by noting that the Company had entered a new phase in its development: One in which it is no longer defined solely as a carbon credit originator, but as a fully integrated environmental company with the capacity to shape the future of global carbon and nature markets.

He then invited the CEO to deliver a strategic presentation on the outlook for the voluntary carbon market and how DGB—soon to become Green Earth Group N.V.—is positioning itself for long-term value creation and impact.

Market Outlook:

The CEO began by outlining the macroeconomic and regulatory trends influencing the carbon markets. He noted that global climate commitments are increasing, especially under frameworks like the Paris Agreement and Article 6, which are now maturing into operative mechanisms across national jurisdictions. As more countries implement carbon pricing and companies commit to net-zero targets, demand for high-integrity, nature-based carbon credits is set to surge.

He referenced market projections estimating the voluntary carbon market to grow from approximately $4 billion today to potentially $100 billion by 2030, depending on adoption rates, regulation, and the pace of standardisation. A critical factor, he explained, is the shift in buyer preference: corporate clients increasingly seek auditable, science-backed, and socially credible credits—the very type DGB focuses on.

Strategic Positioning:

The CEO described how DGB had made deliberate investments in early-stage project development, prioritising afforestation, reforestation, and clean cookstove programmes. These are highly additional in terms of carbon impact and also aligned with biodiversity preservation and community development, which are now essential components of premium carbon credit certification.

He highlighted that DGB had recently achieved a major milestone in late 2024: The issuance of its first verified carbon credits. This marks the beginning of a new monetisation phase. The Company expects revenue recognition to scale in the coming quarters as more of its projects move through the verification and issuance pipeline.

The CEO also commented on the importance of vertical integration, noting that DGB’s unique model combines on-the-ground implementation with in-house monitoring technology, marketing, and investor distribution. This holistic structure is rare in the market and gives DGB control over quality, scalability, and brand integrity.

He noted that in addition to the sale of carbon credits, DGB was developing several ancillary products, such as its Carbon Footprint SaaS tool, and exploring ways to package project assets into structured financial instruments. This would allow institutional investors to gain direct exposure to nature-based impact, helping DGB unlock new capital sources.

Brand Transition:

The CEO then briefly addressed the significance of the rebranding to Green Earth Group N.V. He stated that the name reflects a wider mission: Not just to sell credits but to actively regenerate ecosystems, build climate-resilient supply chains, and serve as a global steward of environmental restoration. The new name would support international growth, partnerships, and recognition in a market increasingly driven by trust, transparency, and measurable outcomes.

Shareholder Value:

He closed by reiterating the Company’s core belief: that long-term environmental impact and financial returns are not mutually exclusive. By focusing on verified, nature-based assets with strong co-benefits, DGB aims to deliver returns to shareholders, value to local communities, and measurable climate outcomes. The Company is now entering a phase of operational execution and revenue realisation.

10. Any other business

The Chair opened the floor for any other business. No additional questions, remarks, or discussion points were raised by the shareholders present in the room. The Chair noted that all items on the agenda had been thoroughly addressed and that no further topics had been submitted in advance of the meeting. Shareholders present were thanked for their engagement, attendance, and support during the meeting.

There being no other business, the Chair moved to the final item on the agenda.

11. Closing

The Chair formally closed the Annual General Meeting at approximately 16:24 CET, expressing gratitude to all shareholders, both those physically present in Zwolle and those who had submitted votes by proxy. He remarked that the meeting had marked a historic moment in the evolution of the Company, most notably the approval to rebrand as Green Earth Group N.V., aligning its name with its mission and expanding operational footprint.

The Chair thanked the Executive Board, advisors, and team members involved in the preparation of the meeting and expressed confidence in the strategic direction and operational capacity of the Company as it enters a new growth phase focused on long-term environmental and shareholder value creation.