Minutes of the Annual General Meeting of The Kingfish Company N.V. (Company) (AGM)
4 June 2025, 14.00 hours (CET)
| Present |
Supervisory board of the Company (Supervisory Board): Jeroen Scheelbeek, chairperson of the Supervisory Board |
|
Management board of the Company (Management Board): Vincent Erenst. CEO Jean-Charles Valette, CFO |
Shareholders Other participants |
Marieke Palstra, the Company's investor relations manager Harry van den Burg, auditor with Baker Tilly (Netherlands) N.V. |
ー OPENING AND ANNOUNCEMENTS
- 1.1 Marieke Palstra shall act as secretary of the meeting.
- 1.2 Company, for which 105,117,189 votes can be exercised. A total of 17,552,236 shares, for which 17,552,236 votes can be exercised are present at the meeting.
2 ANNUAL REPORT FOR THE FINANCIAL YEAR 2024
2.1 its website and made these documents available with the convocation of this AGM.
ADOPTION OF THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2024 3 (Resolution)
- 3.1 2024. This is a voting item.
- 3.2
| Overview votes |
Number |
0/0 |
| For |
103,334,447 |
98.30 |
| Against |
|
|
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
It is concluded that the resolution under item 3 is adopted with the required majority of votes.
ব APPROPRIATION OF THE RESULT FOR THE FINANCIAL YEAR 2024 (Resolution)
4.1 of EUR 30.783 thousand, to the general reserve as maintained in the books of the Company. This is a voting item.
| Overview votes |
Number |
% |
| For |
103,334,447 |
98.30 |
| Against |
|
|
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
4.2 - All persons with voting rights are invited to cast their vote:
4.3
5 MANAGEMENT BOARD AND THE MEMBERS OF THE SUPERVISORY BOARD (Resolution)
- 5.1 and the members of the Supervisory Board from all liability in relation to the exercise of their duties in the financial year 2024, to the extent that such exercise is apparent from the annual accounts or other public disclosures prior to the adoption of the 2024 annual accounts. This is a voting item.
- 5.2
| Overview votes |
Number |
% |
| For |
103,334,447 |
98.30 |
| Against |
|
|
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
5.3
6 THE FINANCIAL YEAR 2025 (Resolution)
- 6.1 Company for the financial year 2025. This is a voting item.
- 6.2 the selection and nomination process of KPMG Accountants N.V. as the proposed auditor.
| Overview votes |
Number |
% |
| For |
103,334,447 |
98.30 |
| Against |
|
|
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
6.3
6.4
7 WITH EFFECT FROM 4 JUNE 2025 (Resolution)
- 7.1 member of the Supervisory Board as per 4 June 2025 up to and including the annual general meeting of the Company to be held in 2027 following the binding nomination of Creadev International S.A.S. and the unanimous recommendation of the Company's Nomination Committee.
- 7.2 been made available on the Company's website and at the offices of the Company.
- 7.3
| Overview votes |
Number |
% |
| For |
103,121,003 |
98.10 |
| Against |
213,444 |
0.20 |
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
7.4

REMUNERATION OF MR GOVARE (Resolution) ರು
8.1 recommendation of the Company's Nomination Committee, a remuneration of EUR 35,000 on a yearly basis for his role as member of the Supervisory Board. This remuneration package is in conformity with the current remuneration package granted to other members of the Supervisory Board.
| Overview votes |
Number |
% |
| For |
103,319,924 |
9829 |
| Aqainst |
14,523 |
0.01 |
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
8.2
8.3
9 BOARD WITH EFFECT FROM 4 JUNE 2025
- 9.1 proposes to reappoint Mr. Hans den Bieman, following the unanimous recommendation of the Company's Nomination Committee, as a member of the Supervisory Board with effect from 4 June 2025 up to and including the annual general meeting of the Company to be held in 2027. This proposal includes the proposal to continue the terms of Mr. Den Bieman's remuneration package. This is a voting item.
- 9.2 have been made available on the Company's website and at the offices of the Company.
- 9.3
| Overview votes |
Number |
% |
| For |
103,121,003 |
98.10 |
| Against |
213,444 |
0.20 |
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
9.4

10 BOARD WITH EFFECT FROM 4 JUNE 2025
- 10.1 proposes to reappoint Mr. Jordi Trias Fita, following the unanimous recommendation of the Company's Nomination Committee, as a member of the Supervisory Board with effect from 4 June 2025 up to and including the annual general meeting of the Company to be held in 2027. This proposal includes the proposal to continue the terms of Mr. Trias Fita's remuneration package. This is a voting item.
- 10.2 Reference is made to the biography of Mr. Trias Fita as included in the AGM documents that have been made available on the Company's website and at the offices of the Company.
- 10.3
| Overview votes |
Number |
% |
| For |
103,121,003 |
98.10 |
| Against |
213,444 |
0.20 |
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
10.5
11 NOMINATION COMMITTEE WITH EFFECT FROM 4 JUNE 2025 (Resolution)
- 11.1 Committee. It is proposed, following the unanimous recommendation of the Company's Nomination Committee, to appoint Mr. Charles Francois as a member and chair of the Nomination Committee with effect from 4 June 2025 up to and including the annual general meeting of the Company to be held in 2027. This is a voting item.
- 11.2 been made available on the Company's website and at the offices of the Company.
- 11.3
| Overview votes |
Number |
% |
| For |
103,334,447 |
98.30 |
| Against |
|
|
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |

11.4
12 GRANT RIGHTS TO SUBSCRIBE FOR SHARES (Resolution)
- 12.1 Section 96 of book 2 of the Dutch Civil Code, as the corporate body authorized to resolve on the issuance and/or the granting of rights to subscribe for shares in the company. The authorisation shall be subject to the following limitations:
- (a) annual general meeting in 2026 or 18 months from the date of the AGM; and
- (b) of the Company on the date of the AGM
- 12.2 Board, some degree of flexibility in financing the Company in the most efficient manner and flexibility.
- 12.3 This is a voting item which requires a two/third majority of the votes cast.
| Overview votes |
Number |
% |
| For |
103,319,924 |
9829 |
| Against |
14,523 |
0.01 |
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
12.4
12.5
13 EMPTION RIGHTS (Resolution)
- 13.1 Since the resolution under item 12 is adopted, it is now proposed, in line with past practice, to designate the Supervisory Board, in accordance with Section 96a of book 2 of the Dutch Civil Code, as the corporate body authorized to limit or exclude pre-emptive rights in relation to any issuance of shares in the capital of the Company or any grant of rights to subscribe for shares in the capital of the Company pursuant to the authorisation provided for under the resolution set out in agenda item 12.
- 13.2 The authorisation shall be subject to the following limitations:
- (a) annual general meeting in 2026 or 18 months from the date of the AGM; and

- (b) to 50% of the authorisation provided for under the resolution set out in agenda item 12.
- 13.3
| Overview votes |
Number |
% |
| For |
103,319,924 |
98.29 |
| Against |
14,523 |
0.01 |
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
13.4
13.5
14
- 14.1 general meeting in 2024 (Plan). Under the Plan, a maximum number of shares may be awarded to employees of the Company, or any parent or subsidiary of the Company. This maximum has been set at 6 million shares.
- 14.2 In line with past practice, it is proposed:
- (a) under the Plan until the earlier of the conclusion of the annual general meeting in 2026 or 18 months from the date of the AGM (Resolution);
- (b) Civil Code, as the corporate body authorized to resolve on the issuance and/or the grant of rights to subscribe for shares in the capital of the Company (Resolution); and
- (c) Civil Code, as the corporate body authorized to resolve to limit or exclude pre-emptive rights in relation to any issuance of shares in the capital of the Company or any grant of rights to subscribe for shares in the capital of the Company (Resolution).
The authorisations referred to under (B) and (C) in this agenda item 14 shall be subject to the following limitations:
- (a) the annual general meeting in 2026 or 18 months from the date of the AGM;
- (b) shares in the capital of the Company is limited to the number of shares available under the Plan (total: 6 million); and
- (c) to the number of shares available under the Plan (total: 6 million).


14.3 the votes cast. The item under (A) is adopted with a simple majority.
| Overview votes |
Number |
% |
| For |
103,121,003 |
98.10 |
| Against |
213,444 |
0.20 |
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
14.4
14.5
| Overview votes |
Number |
0% |
| For |
103,106,480 |
98.09 |
| Against |
227,967 |
0.22 |
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
14.6 All persons with voting rights are invited to cast their vote on resolution (C):
| Overview votes |
Number |
% |
| For |
103,106,480 |
98.09 |
| Against |
227,967 |
0.22 |
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
14.7
15 THE COMPANY (RESOLUTION)
15.1 Civil Code, authorise the Management Board to acquire shares in the capital of the Company.

- 15.2 . The purpose of this proposal is to give the Management Board the authorisation to reduce the Company's outstanding share capital in order to return capital to the Company's shareholders, and/or to cover obligations under share-based compensation plans or for other purposes. The proposal is made in accordance with Section 98 of book 2, subsection 4, of the Dutch Civil Code.
- 15.3 The authorisation shall be subject to the following limitations:
- (a) the annual general meeting in 2026 or 18 months from the date of the AGM;
- (b) shares may be acquired at the stock exchange or otherwise, at a price between par value and the average market price of the 5 working days prior to the acquisition; and
- (c)
- 15.4 This is a voting item which requires a two/third majority of the votes cast.
| Overview votes |
Number |
0/0 |
| For |
103,319,924 |
9829 |
| Against |
14,523 |
0.01 |
| Abstain |
1,782,742 |
1.70 |
| Total |
105,117,189 |
100% |
15.5
15.6
16 ANY OTHER BUSINESS
16.1 The Chair closes the meeting.
Chair:
Secretary:
By: Jeroen Scheelbeek
By: Marieke Palstra
