1. Opening and announcements
The chair, Mr T. Donia (Director of Technical Operations), opens the meeting at 14:02 hours and welcomes those present. Also present are Mr N. van Houdt (Finance Director) and Ms E. Tuinstra (Secretary to the Board), who acts as secretary of the meeting, as well as several observers. The meeting is held in Dutch.
The other directors are not present. Mr Donia chairs the meeting.
The chair makes the following procedural announcements:
- The meeting was convened on 30 April 2026. The notice, the agenda with explanatory notes, the minutes of the previous meeting and the other meeting documents were made available on the company’s website (www.green.earth/invest/investor-events), in accordance with the articles of association and the law.
- On the record date of 26 May 2026, after processing of all settlements on that date, the issued share capital consisted of 13,486,459 ordinary shares and 100 priority shares. Each share carries one vote.
- Shareholders could register for physical attendance until Friday 19 June 2026 at 17:00 hours CET. No registrations for physical attendance were received, nor were any valid registrations received after the deadline. Shareholders did make use of the possibility to cast their votes in advance or to grant a proxy.
- In total, 4,112,170 votes were cast in advance or by proxy, representing 30.49% of the voting share capital. These are all the votes taken into account at this meeting; the voting results established today are based exclusively on these votes.
- The observers present are welcome but have no voting rights.
- An audio recording of the meeting is made for the purpose of the minutes. The minutes are drawn up after the meeting and signed by the chair and the secretary.
The chair establishes that the meeting has been validly convened and is authorised to resolve on the items on the agenda. As no shareholders with voting rights are physically present, the meeting is mainly formal in nature; the agenda is dealt with efficiently and the votes cast in advance are processed. After the meeting, those present are welcome to talk informally with the company.
2. Adoption of the minutes of the Extraordinary General Meeting of 11 December 2025
The chair explains that the minutes of the Extraordinary General Meeting of 11 December 2025 have been made available on the company’s website. He proposes to adopt these minutes.
One of the attendees remarks that the minutes could not be found on the website. The chair takes note of the remark and indicates that it will be followed up after the meeting.
On the basis of the voting instructions received, the voting result is as follows:
- For: 4,112,170 votes (100.00%)
- Against: 0 votes (0.00%)
- Abstain: 0 votes
The chair establishes that the meeting has adopted the minutes of the Extraordinary General Meeting of 11 December 2025.
3. Discussion of the 2025 Annual Report, including Corporate Governance
The chair explains that the Board of Directors has prepared and published the annual report for the financial year 2025, including the financial statements and the report on the company’s corporate governance. This agenda item is for discussion only; no resolution is proposed. The chair explains the following:
- In 2025, the company further developed its international activities in nature restoration, carbon projects, biodiversity and climate finance.
- The company took further steps in the professionalisation of its governance structure, internal processes and reporting obligations as a listed company.
- In accordance with the Dutch Corporate Governance Code, the annual report explains how the company applies the Code and, where applicable, why it deviates from it.
The chair thanks all employees, partners, customers, investors and shareholders for their involvement during the past year.
4. Adoption of the annual accounts for the financial year 2025
The chair proposes to adopt the annual accounts for the financial year 2025 as prepared by the Board of Directors. The annual accounts were published on 30 April 2026 and include the independent auditor’s report of GCP Auditors Ltd.
On the basis of the voting instructions received, the voting result is as follows:
- For: 727,067 votes (100.00%)
- Against: 0 votes (0.00%)
- Abstain: 3,385,103 votes
The chair establishes that the meeting has adopted the annual accounts for the financial year 2025.
5. Allocation of results for the financial year 2025
The chair explains that the loss for the financial year 2025 of EUR 4,828 thousand is charged to the other reserves of the company. Given the company’s current financial position, no dividend distribution is proposed. This agenda item is for discussion only; no resolution is proposed.
6. Discharge of the members of the Board of Directors
### 6a. Discharge of Executive Director S.A.M. Duijvestijn
The chair proposes to discharge Mr S.A.M. Duijvestijn for the performance of his duties as Executive Director during the financial year 2025.
On the basis of the voting instructions received, the voting result is as follows:
- For: 727,067 votes (100.00%)
- Against: 0 votes (0.00%)
- Abstain: 3,385,103 votes
The chair establishes that the meeting has adopted the proposal and that discharge has been granted.
### 6b. Discharge of Executive Director N. Wall
The chair proposes to discharge Mr N. Wall for the performance of his duties as Executive Director during the financial year 2025.
On the basis of the voting instructions received, the voting result is as follows:
- For: 727,067 votes (100.00%)
- Against: 0 votes (0.00%)
- Abstain: 3,385,103 votes
The chair establishes that the meeting has adopted the proposal and that discharge has been granted.
### 6c. Discharge of Non-Executive Director H. van der Meulen
The chair proposes to discharge Ms H. van der Meulen for the performance of her duties as Non-Executive Director during the financial year 2025.
On the basis of the voting instructions received, the voting result is as follows:
- For: 727,067 votes (100.00%)
- Against: 0 votes (0.00%)
- Abstain: 3,385,103 votes
The chair establishes that the meeting has adopted the proposal and that discharge has been granted.
7. Appointment of the external auditor for the financial year 2026
The chair proposes to re-appoint GCP Auditors Ltd. (referred to in the agenda as GCP Audit) as the external auditor of the company for the audit of the financial statements for the financial year 2026.
On the basis of the voting instructions received, the voting result is as follows:
- For: 4,112,170 votes (100.00%)
- Against: 0 votes (0.00%)
- Abstain: 0 votes
The chair establishes that the meeting has adopted the proposal and that GCP Auditors Ltd. has been appointed as the external auditor for the financial year 2026.
8. Any other business
No additional items were submitted in advance, and no shareholders with voting rights are present to raise further matters. The chair establishes that there is no other business.
9. Closing
The chair thanks all shareholders, on behalf of the Board of Directors, for casting their votes and for the confidence placed in the company, and thanks all employees, partners, investors and other stakeholders for their involvement in Green Earth Group. He invites those present to talk informally after the meeting. The chair closes the meeting at 14:12 hours.
Adopted on 15 October 2026 in Lelystad.
T. Donia
Chair
E. Tuinstra
Secretary
