Minutes of the Extraordinary General Meeting of Shareholders of Green Earth Group N.V.

1. Opening and announcements

The chair, Mr N. van Houdt (Finance Director), opens the meeting at 14:11 hours and welcomes those present. He appoints Ms M. Tuinstra as secretary of the meeting.

The chair announces that several directors and members of the management team have sent their apologies because they are abroad on behalf of the company. In their absence, Mr Van Houdt chairs the meeting.

The chair makes the following procedural announcements:

• The meeting was convened on 31 August 2026. The notice and the meeting documents were published in time on the Green Earth website (www.green.earth/invest/investor-events), in accordance with the articles of association and the law. No shareholders have requested additional agenda items.
• On the record date of 17 September 2026, the issued share capital consisted of 13,486,459 ordinary shares and 100 priority shares. Each share carries one vote.
• Shareholders could register through the company’s platform and give voting instructions or a proxy in advance. At the meeting, votes are cast per agenda item through the personal admission ticket on the shareholder’s phone. Votes of attendees who do not vote by phone are recorded by the secretary.
• An audio recording of the meeting is made for the purpose of the minutes. The minutes are adopted and signed by the chair and the secretary.
• Attendees are asked to set their phones to silent. Taking photographs or making audio or video recordings is not permitted. Each shareholder may ask up to three questions per agenda item.

The chair announces that 5,900,049 shares are represented at the meeting, in person or by proxy, representing 43.75% of the voting share capital. He establishes that the meeting has been validly convened and is authorised to resolve on the items on the agenda.

The chair notes that there are no questions.

2. Adoption of the minutes of the Annual General Meeting of 23 June 2026

The chair explains that the minutes of the Annual General Meeting of 23 June 2026 have been published on the website. He proposes to adopt these minutes.

A shareholder remarks that the document containing the minutes on the website is empty, in both places where it is published. As a result, he was unable to take note of the minutes.

The chair responds to the shareholder’s remark:

• The remark is justified. The minutes will be sent to him after the meeting.

The shareholder explains that he registered without voting rights, because the meeting was not listed in his bank’s systems and he could not obtain proof of shareholding in time. The chair explains that shareholders can give a proxy through their bank or, as for this meeting, take part through the company’s platform.

The chair establishes that there are no further questions, after which a vote is taken. The voting result is as follows:

• For: 5,623,868 votes (100.00%)
• Against: 0 votes (0.00%)
• Abstain: 275,381 votes

The chair establishes that the meeting has adopted the minutes of the Annual General Meeting of 23 June 2026.

3. Amendment of the Articles of Association: B Corp governance provisions and digital general meetings

The chair explains the proposal. B Corp is an international certification for companies that demonstrably meet high standards in the areas of people, environment, governance and transparency. The assessment is independent and is repeated every three years. For Green Earth, the certification independently confirms what the company stands for. The company also expects commercial benefits, as customers and partners currently often carry out their own separate checks. The company has been working on the certification throughout the year; the amendment of the articles of association is the final element.

The amendment comprises three parts:

1. Article 3: inclusion of the company’s social and environmental purpose.
2. Article 14: the broader responsibilities of the Board of Directors towards all stakeholders.
3. Article 19: the possibility of hybrid and, where permitted by law, fully digital general meetings.

The amendment does not affect the issued share capital, the share classes, voting rights, pre-emption rights, the listing or the principal business activities. The draft deed and the three-column comparison form part of the meeting documents. The required prior approval of the meeting of holders of priority shares has been obtained. The deed of amendment is expected to be executed on 16 October 2026, after which the application for B Corp certification will be submitted.

A shareholder asks the following question and makes the following remark:

• Is the amendment of the articles of association the final requirement for certification, or may further points follow?
• He expresses reservations about digital meetings. He values physical meetings and advocates restraint in the use of digital meetings, although he welcomes the possibility for directors abroad to participate.

The chair answers the shareholder’s questions:

• The amendment is the formal recording. The company will then submit the complete application, and B Corp will assess all elements. After the first assessment there is an opportunity to supplement elements.
• The possibility of digital meetings is mainly intended to allow directors who are at project locations to participate, for example in a hybrid format.

The chair announces that this resolution requires a majority of at least 75% of the votes cast, with abstentions not being counted. A vote is then taken. The voting result is as follows:

• For: 5,899,249 votes (100.00%)
• Against: 0 votes (0.00%)
• Abstain: 0 votes

The chair establishes that the meeting has adopted the proposal to amend the articles of association with the required majority.

4. Presentation on Green Earth’s strategy and outlook

On behalf of the Board of Directors, the chair gives an update on the company’s position, based on the trading update of 1 October 2026. This agenda item is for discussion only; no resolution is proposed. The chair explains the following:

• Green Earth is in its commercialisation phase.
• The firm order book amounted to almost EUR 47 million on 30 September 2026, more than 23 times the year-end 2025 figure. Including customer options, the sales pipeline exceeds EUR 50 million. Almost EUR 7 million of the order book has been prepaid; the remainder is payable on delivery of the credits.
• The project portfolio comprises 1,632 hectares of agroforestry across three projects, with almost 1,000 hectares in preparation in Uganda and Kenya; 590 hectares of habitat restoration in Kazakhstan, with a programme of 12,000 hectares for 2027; and more than 79,000 cookstoves in Kenya and Nigeria.
• The focus is on execution: completing the second planting cycle, preparing the next planting phase in Kazakhstan, scaling up the cookstoves, and the verification, issuance and delivery of credits.
• The company previously projected gross carbon credit sales of EUR 79.8 million to EUR 160.8 million over the ten years from January 2023. The Board remains confident that it can surpass this outlook. Statements about the future are expectations; actual results may differ.

A shareholder asks the following questions and makes the following remarks:

• He asks about plastic credits and other types of credits besides carbon credits.
• He expresses concern about the profitability of the projects, including overhead costs, and about the company’s financial position. He refers to the negative equity, the loss per share in the half-year report and the share price development. He also asks about financing through loans.
• He asks whether the company plans to become active in other regions.

The chair answers the shareholder’s questions:

• The credit market comprises more than carbon credits, including plastic credits. The company’s plastic projects focus on removing plastic from rivers in the project areas.
• The order book and the signed contracts, under which delivery obligations have been entered into, show that substantial revenue is in the pipeline. The company seeks as many profitable projects as possible and aims to become profitable on the basis of the signed contracts.
• In new regions, the company looks for projects that are profitable and have a good chance of meeting the requirements of Gold Standard or Verra.

The chair notes that there are no further questions.

5. Approval of the Green Earth Employee Share Ownership Plan 2026 and related authority for up to 1,000,000 ordinary shares

The chair explains the proposal:

• The plan is intended for employees of the company and its group companies, expressly including non-statutory directors and employees with Director-level titles who do not participate in the STI or LTI schemes. Statutory directors are excluded; any share-based arrangement for statutory directors is always submitted separately to the General Meeting.
• A participant purchases shares at the market price and receives a conditional award of one additional share (matching share) for each purchased share. This share vests after three years, provided the participant is still employed and has retained the purchased share. A holding period of twelve months then applies.
• A participant may invest up to EUR 25,000 per calendar year. The price is the average of the closing prices on Euronext Amsterdam over the five trading days preceding the invitation. No discount is applied.
• The plan takes effect on 1 January 2027. Existing rights under the 2021 share option scheme remain unchanged.
• The resolution includes the designation of the Board of Directors, for a period of 18 months, as the body authorised to issue up to 1,000,000 ordinary shares and to grant rights to subscribe for them, and to restrict or exclude pre-emption rights to the extent required. This ceiling is separate from the authorities under agenda items 6A and 6B.

A shareholder asks the following questions and makes the following remarks:

• He foresees practical obstacles for employees outside the Netherlands, including in Africa and Kazakhstan, who may not easily be able to acquire shares on Euronext Amsterdam. He believes the plan should cover the entire organisation.
• He asks whether the plan is a one-off or will be offered more often.
• He points to the risk for employees if the share price falls and to the dilution for existing shareholders. He calls the plan a good initiative and supports the proposal.

The chair answers the shareholder’s questions:

• The possibilities are assessed per employee; participation is possible in a number of countries.
• The authority applies for 18 months, after which the plan will be evaluated. Any follow-up plan will again be submitted to the General Meeting.
• The aim of the plan is for employees to share in the company’s growth.

The chair establishes that there are no further questions, after which a vote is taken. The voting result is as follows:

• For: 5,623,868 votes (95.33%)
• Against: 275,381 votes (4.67%)
• Abstain: 0 votes

The chair establishes that the meeting has adopted the proposal.

6A. Designation of the Board of Directors to issue ordinary shares and grant rights to subscribe for ordinary shares, and to restrict or exclude statutory pre-emption rights, for general corporate purposes (up to 30%)

The chair explains the proposal. The Board of Directors currently holds an authority to issue up to 20% of the issued share capital, granted by the Annual General Meeting of July 2025. European rules have since been amended: a listed company may now issue up to 30% new shares within twelve months without a prospectus. The Board proposes to make use of this room now that the meeting is convened in any event. The authority enables the company to act quickly for financing, strengthening the balance sheet or working capital.

It is proposed to designate the Board of Directors, for a period of 18 months, as the body authorised to issue up to 4,045,937 ordinary shares (30% of the issued share capital) and to grant rights to subscribe for them, and to restrict or exclude pre-emption rights in connection with such issuances. The authority does not oblige the company to issue shares and may not be used for acquisitions or strategic transactions. Upon adoption, the Board will no longer use the authority of July 2025; it is replaced by the three purpose-specific authorities under agenda items 5, 6A and 6B. Any use of the authority will be assessed case by case against the applicable prospectus and admission-to-trading requirements.

The chair notes that there are no questions, after which a vote is taken. The voting result is as follows:

• For: 4,774,594 votes (80.94%)
• Against: 1,124,655 votes (19.06%)
• Abstain: 0 votes

The chair establishes that the meeting has adopted the proposal.

6B. Designation of the Board of Directors to issue ordinary shares and grant rights to subscribe for ordinary shares, and to restrict or exclude statutory pre-emption rights, for acquisitions and strategic transactions (up to 100%)

The chair explains the proposal. The authority is intended solely for acquisitions and strategic transactions, in which consideration is often paid wholly or partly in shares. It is proposed to designate the Board of Directors, for a period of 18 months, as the body authorised to issue up to 13,486,459 ordinary shares (100% of the issued share capital) and to grant rights to subscribe for them, and to restrict or exclude pre-emption rights in connection with such issuances.

The chair points out the safeguards. Before any use, the Board assesses whether a transaction requires separate approval of the General Meeting. The rules on public offers are complied with. Conflicts of interest are decided only by directors without a conflicting interest. For related-party transactions or issues of more than 30%, an independent valuation is obtained, and the Board records in writing why the price is fair. Any single transaction involving the issue of more than 30% of the shares is submitted to the General Meeting for prior approval.

A shareholder makes the following remarks:

• He considers the authority far-reaching. A transaction of this size could materially change the character of the company and could lead to a new major shareholder with control.
• He prefers the current structure and balance of control to be preserved.
• He notes that several transactions of less than 30% each could circumvent the threshold for separate approval.

The chair responds to the shareholder’s remarks:

• Any transaction involving the issue of more than 30% of the shares is submitted to the General Meeting in advance.
• The authority applies for 18 months and gives the Board room to act when a suitable transaction arises.

The shareholder indicates that he is not fully reassured, but is positive about the direction of the company.

The chair establishes that there are no further questions, after which a vote is taken. The voting result is as follows:

• For: 4,774,594 votes (80.94%)
• Against: 1,124,655 votes (19.06%)
• Abstain: 0 votes

The chair establishes that the meeting has adopted the proposal.

7. Any other business

A shareholder asks about the plans to raise capital in the United States, and whether this is still necessary as revenue from credit sales increases. He suggests not seeking unnecessary risks. The chair takes note of the remark.

The chair notes that there are no further questions.

8. Closing

The chair thanks those present for their attendance, involvement and contributions. Shareholders with questions after the meeting may contact Investor Relations (ir@green.earth) or one of the directors. The chair closes the meeting at 15:02 hours.