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

Extraordinary General Meeting of Shareholders of

Green Earth Group N.V. (“Green Earth” or the “Company”)

11 December 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 Lelystad .

Mr. Thomas Donia was introduced as Secretary of the meeting.

The meeting was conducted in Dutch in response to shareholder preference. The official documentation remains in English.

The Chair confirmed the following procedural formalities:

• Record date: 13 November 2025
• Issued share capital: 13,486,459 ordinary shares and 100 priority shares
• Shares represented: 3,626,301 shares (26.89% of the voting rights)
• Proxy votes had been received in advance; only a limited number of votes were cast live during the meeting
• The meeting was lawfully convened and authorised to adopt valid resolutions

2. Approval of the minutes of the annual general meeting of shareholders on 17 July 2025 (Voting item)

The Chair noted that the minutes of the Annual General Meeting of Shareholders held on 17 July 2025 had been made available in advance through the Company’s website.

Shareholders had been given the opportunity to review the minutes prior to the meeting and to submit comments or corrections. No substantive comments or amendments had been received prior to the meeting.

The Chair asked whether any shareholders present wished to raise questions or comments regarding the minutes. No questions were raised.

The Chair therefore proceeded to the vote.

Voting item 2

Approval of the minutes of the annual general meeting of shareholders on 17 July 2025.

Overview

• For: 4,125,880 – 98.05%
• Against: 12,085 – 0.29%
• Abstain: 2,500 – 0.06%
• Total votes cast (i.e. without abstentions): 4,137,965
• Result: Adopted with 99.71% of votes cast.

3. Conditional approval of the acquisition of Anshel B.V. and its subsidiaries (including GroenVermogen B.V.), and the establishment of Green Earth Capital Asset Management (Voting item)

The Chair introduced the proposal to grant conditional approval for the acquisition by the Company of 100% of the issued and outstanding shares of Anshel B.V., including its subsidiaries, among which GroenVermogen B.V.

The Chair explained that this transaction forms part of the Company’s strategy to strengthen its capital structuring, project financing, and asset management capabilities, particularly in relation to large-scale nature-based projects and environmental credit portfolios.

It was noted that the transaction qualifies as a material related-party transaction within the meaning of Article 2:107a of the Dutch Civil Code, because Anshel B.V. is wholly owned by Mr. Selwyn Duijvestijn, Executive Director of the Company.

In accordance with Dutch corporate governance rules regarding conflicts of interest:

• Mr. Duijvestijn abstained from deliberation and decision-making on this agenda item, and
• the proposal had been prepared and reviewed through appropriate governance procedures.

The Chair further clarified that completion of the transaction remains subject to several conditions, including:

• receipt of an independent valuation and fairness opinion,
• completion of legal, financial, and regulatory due diligence, and
• completion of required filings under Dutch law and AFM requirements.

Shareholders were informed that these steps are standard practice for transactions of this nature and ensure transparency and protection of shareholder interests.

The Chair then opened the floor for questions. No questions were raised.

The proposal was subsequently put to a vote.

Voting item 3

Conditional approval of the acquisition of Anshel B.V. and its subsidiaries (including GroenVermogen B.V.), and the establishment of Green Earth Capital Asset Management.

Overview

• For: 742,477 – 17.64%
• Against: 80,485 – 1.91%
• Abstain: 3,385,103 – 80.44%
• Total votes cast (i.e. without abstentions): 822,962
• Result: Adopted with 90.22% of votes cast

4. Leadership Structure and Governance Framework (Presentation)

The Chair introduced a presentation by the Board of Directors outlining the governance structure and leadership framework of Green Earth.

The presentation explained how decision-making, oversight, and accountability are organised within the Company’s one-tier board structure, consistent with the Dutch Corporate Governance Code (2024).

The Chair explained that this governance framework has been designed to support the Company’s rapid international expansion, while ensuring strong internal controls and transparent oversight.

Under the Company’s governance model:

Executive Directors

Executive Directors are responsible for:

• day-to-day management of the Company
• strategic implementation
• operational performance of the Group and its divisions
• development and execution of the Company’s long-term strategy

Non-Executive Directors

Non-Executive Directors provide:

• supervision of the Executive Directors
• strategic advice
• monitoring of risk management and compliance
• oversight of audit and governance processes

In addition to the statutory board structure, the Company’s operational governance is supported by an Executive Leadership Team, consisting of:

Division Directors

Responsible for the operational execution of strategy within specific business divisions, including project development, capital markets, and impact delivery.

Local Managing Directors

Responsible for operations in regional markets across Europe, Africa, and Asia, ensuring:

• compliance with local regulatory frameworks
• stakeholder engagement
• delivery of verified environmental impact outcomes

The Chair emphasised that this integrated governance model creates a clear chain of responsibility from the Board level to divisional leadership and regional operations.

The presentation also served as an introduction to the proposed board appointments under agenda item 5, which were intended to further strengthen the Company’s governance structure as it continues its international growth.

5. Appointment of board members

5a. Appointment of Mr. Nicholas Wall as Executive Director (Voting item)

Pursuant to Article 7, paragraph 5, of the Articles of Association and in accordance with Article 2:132 of the Dutch Civil Code, the Board of Directors has drawn up a non-binding nomination for the appointment of Mr. Nicholas Wall as an Executive Director of the Company, with effect from 1 January 2026, for a term of four years, ending at the close of the Annual General Meeting of Shareholders to be held in 2030, at which meeting a proposal for reappointment may be made.

Mr. Wall has been part of Green Earth since its early development and was one of the Company’s first employees. As Head of New Projects, he has played a key role in shaping and implementing Green Earth’s current portfolio of nature-based initiatives. His long-standing involvement, practical experience, and leadership in project development have been instrumental in expanding the Company’s global footprint and building lasting partnerships.

With a background in conservation biology and extensive experience in sustainability ventures, Mr. Wall bridges the technical, operational, and commercial aspects of project implementation. His pragmatic and entrepreneurial approach has been central to establishing Green Earth. as a leading force in nature restoration and the carbon markets.

Mr. Wall currently holds 10,000 share options in the Company and no ordinary shares.

Further details about his background and qualifications are provided in his CV, available on www.green.earth.

Voting item 5a

Appointment of Mr. Nicholas Wall as Executive Director.

Overview

• For: 4,208,065 – 100.00%
• Against: 0 – 0.00%
• Abstain: 0 – 0.00%
• Total votes cast (i.e. without abstentions): 4,208,065
• Result: Adopted with 100.00% of votes cast

5b. Appointment of Ms. Hilda Van der Meulen as Non-Executive Director (Voting item)

Pursuant to Article 7, paragraph 5, of the Articles of Association and Article 2:142 of the Dutch Civil Code, the Board of Directors has drawn up a non-binding nomination for the appointment of Ms. Hilda Van der Meulen as a Non-Executive Director of the Company, with effect from 1 January 2026, for a term of four years, ending at the close of the Annual General Meeting of Shareholders to be held in 2030, at which meeting a proposal for reappointment may be made.

Ms. Van der Meulen complies with the Dutch Act on Management and Supervision (Wet bestuur en toezicht) concerning the maximum number of directorships. In accordance with best practice provision 2.1.8 of the Dutch Corporate Governance Code (2024), she does not qualify as independent because she holds priority shares. She holds no ordinary shares. As one of the founders behind the Company’s current business model, purpose, and mission, Ms. Van der Meulen has been instrumental in embedding ethical principles and long-term value orientation into Green Earth.'s operations and culture. The board considers her appointment to be in the best interests of the Company and its stakeholders, given her founding contribution, strong ethical leadership, and her role in safeguarding the Company’s mission-driven continuity.

Further details about Ms. Van der Meulen’s qualifications are provided in her CV, which can be downloaded from www.green.earth.

Voting item 5b

Appointment of Ms. Hilda Van der Meulen as Non-Executive Director.

Overview

• For: 743,277 – 17.66%
• Against: 79,685 – 1.89%
• Abstain: 3,385,103 – 80.44%
• Total votes cast (i.e. without abstentions): 822,962
• Result: Adopted with 90.32% of votes cast.

5c. Reappointment of Mr. Selwyn Duijvestijn as Executive Director (Voting item)

Pursuant to Article 7, paragraph 5, of the Articles of Association and Article 2:132 of the Dutch Civil Code, the Board of Directors has drawn up a non-binding nomination for the reappointment of Mr. Selwyn Duijvestijn as an Executive Director of the Company, with effect from 1 January 2026, for a term of four years, ending at the close of the Annual General Meeting of Shareholders to be held in 2030, at which meeting a proposal for reappointment may be made.

Mr. Duijvestijn is the founder and driving force behind Green Earth and has been instrumental in developing the Company’s mission, strategy, and global operations. Under his leadership, Green Earth has evolved from a pioneering concept into a revenue-generating enterprise with verified carbon and biodiversity projects across multiple continents.

He currently serves as Chief Executive Officer (CEO) and Executive Director of the Company and holds 3,371,640 ordinary shares and 960,000 options. Further details about Mr. Duijvestijn’s background and qualifications are provided in his CV, available on www.green.earth.

Voting item 5c

Reappointment of Mr. Selwyn Duijvestijn as Executive Director.

Overview

• For: 822,962 – 19.56%
• Against: 0 – 0.00%
• Abstain: 3,385,103 – 80.44%
• Total votes cast (i.e. without abstentions): 822,962
• Result: Adopted with 100.00% of votes cast.

6. Adoption of the updated Remuneration Policy (Voting item)

The Chair presented the proposal to adopt the updated Remuneration Policy, effective 1 January 2026.

The updated policy aligns with:

• Article 2:135a Dutch Civil Code
• Dutch Corporate Governance Code (2024)
• EU Shareholder Rights Directive II (SRD II)

The policy establishes a transparent framework for determining remuneration for both Executive and Non-Executive Directors, ensuring alignment with the Company’s long-term strategy and performance objectives.

Shareholders were informed that the policy will be submitted for approval at least once every four years, and that an annual remuneration report will be presented for advisory shareholder vote.

Voting item 6

Adoption of the Updated Remuneration Policy.

Overview

• For: 4,207,850 – 99.99%
• Against: 215 – 0.01%
• Abstain: 0 – 0.00%
• Total votes cast (i.e. without abstentions): 4,208,065
• Result: Adopted with 99.99% of votes cast

7. Approval of the Annual Performance Incentive Framework 2026 (Voting item)

The Chair presented the Annual Performance Incentive Framework 2026, which defines the Short-Term Incentive (STI) and Long-Term Incentive (LTI) targets for Executive Directors and senior leadership.

The framework links remuneration directly to measurable performance indicators, including:

• land restoration outcomes
• cookstove distribution
• contracted revenue growth
• client acquisition
• supply-chain traceability and verification

The Chair emphasised that shareholder approval of the framework provides additional governance oversight, particularly given the Company’s current board composition.

Voting item 7

Approval of the Annual Performance Incentive Framework 2026.

Overview

• For: 4,195,765 – 99.71%
• Against: 12,300 – 0.29%
• Abstain: 0 – 0.00%
• Total votes cast (i.e. without abstentions): 4,208,065
• Result: Adopted with 99.71% of votes cast.

8. Appointment of GCP Auditors as the Company’s external audit firm (Voting item)

The Chair presented the proposal to reappoint GCP Auditors Ltd. as the Company’s external audit firm for the 2025 financial year.

GCP is a PIE-accredited audit firm registered with the AFM and successfully completed the audit of the 2024 financial year.

The Board expressed satisfaction with:

• the quality of the audit
• the timeliness of delivery
• the professionalism of the audit team

Voting item 8

Appointment of GCP Auditors as the Company’s external audit firm.

Overview

• For: 4,208,065 – 100.00%
• Against: 0 – 0.00%
• Abstain: 0 – 0.00%
• Total votes cast (i.e. without abstentions): 4,208,065
• Result: Adopted with 100.00% of votes cast.

9. Any other business

No additional matters were raised by shareholders.

10. Closing

There being no further business, the Chair thanked the shareholders for their continued support and participation in the meeting.

The meeting was closed at 16:32 CET.