Sif N : Transcript EGMS 2023 - 8 September 2023

Sif EGMS 2023

Peter Gerretse: Good morning, everyone. And welcome to this Extraordinary General Meeting of Shareholders of SIF Holding NV. I am Peter Gerretse, Chairman of the Supervisory Board of Sif, and I will be chairing this meeting.

Alongside myself, this meeting is attended by the CEO of Sif Holding, Fred van Beers; the CFO, Ben Meijer; and the Company Secretary, Fons van Lith, and Annabelle Vos.

We can now move on to item two on today's agenda. I shall be chairing this meeting in accordance with Article 26 of the Articles of Association of Sif Holding NV. And I hereby request Fons van Lith to act as Secretary of this meeting and take minutes of the proceedings and resolutions adopted at the meeting. And this meeting is conducted in English.

For the purpose of an orderly meeting, I hereby inform you that the meeting was announced by means of a publication posted on the Sif website on 28th July 2023. Shareholders were invited to attend the meeting or to vote by proxy. It is determined that the notice to convene this EGM has been given with due observance of all legal and statutory requirements, and that therefore, this EGM is qualified to take legally binding decision.

A total of 29,880,612 ordinary shares were outstanding on the date of the convocation of this meeting, the same number as today's date. All ordinary shares are listed shares entitling the owners to 20 votes per share. Total 597,772,240 votes can be cast for these ordinary shares.

In addition, 50,000 cumulative preferent shares were outstanding at the date of convocation of this meeting, the same number as today's date. These cumulative preferent shares are not listed. In total 50,000 votes can be cast for these preferent shares.

For 22,260,939 ordinary shares, votes have been cast by proxy via the ABN AMRO securities portal, the equivalent of 74% of the total outstanding share capital. We will state the number of votes cast on each agenda item together with the numbers of votes in favour or against and the number of abstentions.

For the record, I emphasise that the meeting will vote and decide on all agenda items based on the agenda and explanation of the item included in the notice convening the meeting, which has been posted on the company's website. These documents are guiding for the content and purport of the resolutions put to vote.

This meeting is being broadcast via audio webcast. An on-demand version of the webcast and a transcript of the meeting will be available on the company's website within 72 hours after the close of this meeting. We will endeavour to publish the minutes of the meeting on the Sif website within four weeks of today.

The voting results and decisions reached during the meeting will be communicated immediately after the close of the meeting in a press release and an announcement on the Sif Holding NV website.

We will now move on to item three on the agenda, the appointment of the Supervisory Board Member.

The next business is the composition of the Supervisory Board. Sif has a vacancy in Supervisory Board since the AGM of 12th May 2023 and has announced its intention to fill this vacancy. The

general meeting of shareholders can recommend persons matching the Supervisory Board profile to the Supervisory Board for appointments to the Supervisory Board.

The Works Council has abstained from making a recommendation. No recommendations were received from shareholders.

So we can continue to item 3C on the agenda. This is the proposal to appoint Mrs Annabelle Vos as a member of the Supervisory Board. Supervisory Board has informed the meeting of the nomination of Annabelle Vos on 28th July 2023 when releasing the notice and agenda for this meeting.

I refer to the explanatory notes for details of Annabelle Vos. The Works Council has expressed its view on the nomination in writing, and is supportive of the proposal to appoint Annabelle Vos. Annabelle Vos is present in this meeting, and I invite her to introduce herself and share her motivation for appointment as a Supervisory Board member.

Annabelle Vos: Thank you, Peter. First of all, of course, it's an honour to be nominated. So thank you very much for that, and thank you for the support until now.

The motivation for wanting to join Sif as a Supervisory Board Member is largely based in the business - in the sector that Sif is active in. I myself have been active now in the energy sector for the past almost eight years and before that in private practice. And the company that I currently work for is very active in the renewable energies industry as Sif is, and we work in the same supply chain.

So from that perspective, I think it's fascinating to see Sif and to see its growth and to help Sif reach its full growth potential. Also bringing my expertise on both the legal and the compliance specialisations in order to help Sif reach its full growth potential in the coming years. So thank you.

Peter Gerretse: Okay. Annabelle, thank you very much. And I now propose to appoint Annabelle Vos as a member of Supervisory Board for a three year and nine months term ending at the close of the AGM in 2027.

And then to the voting result for this agenda item are as follows: that 99.99% is in favour of this proposal. I establish that voting Item 3C has been adopted by the meeting and congratulate Annabelle Vos on her appointment as a member of the Supervisory Board of Sif Holding NV.

And we can move on to Item 3D on the agenda. The present renumeration is €45,000 for each member in accordance with the renumeration policy. The proposal is to grant Annabelle Vos also a fee of €45,000 per calendar year. And also, here the voting results are that 99.99% are in favour. And I establish that voting Item 3D has been adopted by the meeting.

And that's all. We have now arrived already at the last agenda item for this meeting. And I thank you for your attention. And I close this meeting. Thank you very much.

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