Extraordinary General Meeting of Shareholders of
DGB Group N.V. (“DGB”, the “Group”, or the “Company”)
24 April 2025 at 14:00 (CET)
Minutes
1. Opening and Announcements
The Chair, Mr. Selwyn Duijvestijn, opened the meeting at 14:09 CET and welcomed all shareholders present, including both familiar and new faces. He introduced Mr. Thomas Donia, COO of DGB Group, who would co-host the meeting and assist with questions and minute-taking.
Mr. Duijvestijn confirmed that the convocation of the meeting was legally valid. All documents, including the convocation letter and supporting materials, were published on time on DGB's website, distributed via press, banks, and brokers, and made available at DGB’s office. The Record Date was 27 March 2025. The total share capital at that date consisted of 13,486,459 ordinary shares and 100 priority shares, all listed on Euronext Amsterdam.
For this meeting, 4,541,470 votes were represented, accounting for 33.7% of the total outstanding share capital. The Chair declared that all agenda items could be lawfully voted upon and that no shareholder had submitted additional items for the agenda.
A sound recording was made to support the minute-taking. Attendees were reminded to silence mobile phones, and photography, video, or audio recordings were prohibited. Shareholders were invited to ask a maximum of three questions per person after each agenda item.
There were no questions or objections regarding the formalities or announcements.
2. Approval of the Minutes of the Annual General Meeting of Shareholders held on 16 May 2024 (Voting item)
The minutes of the Annual General Meeting held on 16 May 2024 were made available via the DGB website. The Chair invited questions, but none were raised.
He then confirmed that nearly all registered shareholders had already voted in advance. A total of 4,430,890 votes were cast in favour, representing 97.6% of the total, with 110,580 abstentions (2.4%). No votes were cast against. The Chair concluded that the proposal was adopted unanimously by all votes cast.
3. Appointment of GCP Auditors as the Company’s External Audit Firm (Voting item)
The Chair introduced the proposed appointment of GCP Auditors LTD (GCP) as DGB's external auditor for the financial year 2024. GCP is an AFM-registered Public Interest Entity (PIE) audit firm, recently authorised in the Netherlands, and is expected to continue as auditor in subsequent years (2025 and 2026).
The Chair emphasised that GCP fulfils all regulatory requirements and adds a new layer of oversight to the financial reporting process, complementing the stringent project-level verification already in place through the Verra and Gold Standard certification schemes.
Mr. Donia explained the dual-layer verification process, where DGB’s climate projects undergo independent validation and regular re-certification by authorised third-party auditors, which include on-site visits and in-depth verification of contracts, measurements, and project implementation.
Due to a shortage of PIE-licensed audit firms in the Netherlands, many public entities—including listed companies, housing corporations, and hospitals—have been unable to secure audit services. GCP is one of two new international firms that successfully completed the AFM accreditation process and is helping to fill this gap.
Preparatory work for the 2024 financial audit had already begun before the formal appointment. The Chair confirmed that the publication of the audited financial statements was on track for release by 30 April 2025.
No questions were raised. The Chair then confirmed that all 4,541,320 votes cast were in favour of the appointment, with only 150 abstentions. He declared the resolution unanimously adopted.
4. Presentation on the Outlook on the Carbon Credit Market and DGB’s Strategic Positioning
The Chair and COO delivered a concise presentation on the company’s strategic outlook. The main takeaways were:
- DGB focuses on large-scale nature restoration through the carbon credit market.
- DGB assists SMEs in measuring and offsetting their CO₂ emissions, forming a recurring revenue stream.
- The voluntary carbon credit market is projected to grow to $100 billion by 2030.
- Global investment in renewable energy now exceeds investment in fossil fuels (1.7:1 ratio).
- All multinationals are active in the offset market; demand exceeds supply by a factor of 11.
DGB has now reached a critical milestone: after five years of project development, it is harvesting and selling verified carbon credits from its own afforestation projects. Over 77,000 smallholder farmers and households are now participating in DGB’s projects.
Only four validated projects were included in the current revenue forecast. Others (in Sri Lanka, Senegal, Nigeria, and Kazakhstan) are still in earlier stages. Production in 2024 marked the first delivery of credits—all of which were sold immediately. Most of the 2025 credits are already pre-sold. Forecasted revenue from 2025–2035 is estimated at €85 million in conservative scenarios and up to €212 million under expected pricing models.
Mr. Duijvestijn also shared that negotiations are ongoing with large multinationals for multi-year offtake agreements with upfront payments, which would provide working capital for further scaling. The current pricing is €35 per credit for delivery-based sales, and €20 for prepayments.
Mr. Bremer asked about a previously mentioned deal with a major automaker that appeared to fall through.
Mr. Duijvestijn confirmed that in 2023, a top-5 global automaker signed an option agreement worth €5.4 million for DGB’s Uganda project. After due diligence in early 2024, they began renegotiations but ultimately paused the deal. While DGB retains legal rights to enforce the agreement, they chose to redirect the contract to another willing buyer.
Mr. Duijvestijn reassured shareholders that demand remains strong, smaller clients are consistently purchasing credits, and larger deals (over €1 million) are already in place. The next goal is to finalise a €5+ million contract.
The COO further explained diversification plans using DGB’s agroforestry networks, e.g., macadamia, avocado, and coffee, for new income streams. The coffee value chain in Uganda is a key development area, leveraging existing farmer networks.
The Chair added that income diversification now includes consultancy services, verified credit sales, and prepaid orders. As a result, bond issuance is being phased out. The final bond round ends on 30 May 2025.
No further questions were raised.
5. Any other business
Mr. Bremer raised a request for better Dutch-language communication. He noted that while the DGB website and general communication are bilingual, investor relation content remains English-only.
The Chair acknowledged the issue and confirmed that improvements would be made. He also committed to follow up once the website is fully bilingual in all sections.
Regarding meeting registration and voting via brokers (e.g., Saxo, DeGiro, Rabobank, ABN AMRO), the Chair noted the company will improve communication around this process ahead of the Annual General Meeting (AGM), expected to be held in late June or July 2025.
No other business was raised.
6. Closing
The Chair formally closed the meeting at 14:58 CET. He thanked all shareholders for their attendance and participation. He also highlighted that the appointment of GCP Auditors was unanimously approved and would be publicly announced shortly. The audited financial statements are expected to be published within the statutory deadline, reinforcing DGB's position as a listed company now generating revenue from its own certified projects.
Attendees were invited to stay for informal discussions and refreshments. The Chair encouraged everyone to take a copy of DGB’s magazine for further insights into the Company’s work.
Adopted by the Annual General Meeting of 17 July 2025.
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