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Sif Holding N.V. AGM Information 2025

Oct 2, 2025

3883_rns_2025-10-01_c94b3d64-2389-44e9-9031-f54eaaf4784c.pdf

AGM Information

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Notice

An Extraordinary General Meeting of Shareholders ('EGMS') of Sif Holding N.V. ('Sif Holding' or the 'Company') will be held at the Company's offices at Mijnheerkensweg 33-36, 6041 TA Roermond (telephone +31 475 385 777) on 12 November 2025 at 08:30 hours.

Registration date

The Company's Executive Board has determined that the shareholders qualifying as entitled to attend and vote at this meeting are those who, after the processing of all the then received registrations and redemptions, at 18:00 hours on 15 October 2025 (the "Registration Date") are thus entitled and who are registered as such in one or more of the administrations of the intermediaries as understood in the Securities Giro Transfer Act.

Shareholders and others entitled to attend

This Notice is applicable for shareholders and others entitled to attend the EGMS, or their proxies, from whom notification of their intention to be present at the meeting has been received by the Company, in writing, or via electronic means, or via the registration procedure described below ultimately on 5 November 2025 no later than 17:00 hours. Authorization to exercise attendance rights must also be received as described below ultimately on 5 November 2025 no later than 17:00 hours.

Shareholders who are entitled to attend the meeting and wish to attend the meeting, in person or by proxy, can register themselves at ABN AMRO Bank N.V., via www.abnamro.com/evoting or via the intermediary administering their shares, between 16 October 2025 and 5 November 2025 no later than 17:00 hours. The intermediaries concerned must provide ABN AMRO Bank N.V. via www.abnamro.com/intermediary, with a statement stating the number of shares held by the relevant shareholders on the Registration Date and registered for the meeting no later than 13:00 hours on 6 November 2025. To enable an efficient check of the shareholding on the Registration Date to be carried out, when submitting the declaration, the intermediaries are requested to state the full address details of the relevant shareholders. The shareholders will receive, via ABN AMRO Bank N.V., a registration certificate that will serve as an admission card for the meeting. This procedure shall apply also for usufructuaries and pledgees of shares with attendance rights related to the shares.

Proxy voting

The agenda for the EGMS will only include items for information purposes and will not include items that can be voted on.

Shareholders and others entitled to attend the meeting may also, via a written authorization, authorize a third party to represent them at the meeting and to exercise the attendance right. The form that can be downloaded from the website of Sif Holding (www.sif-group.com, via 'Investor Relations' under 'General Meeting of Shareholders, agenda and enclosures') may be used for this purpose. The filled-in form, together with the statement of entitlement as provided by the intermediary, should be received by ABN AMRO Bank N.V., via [email protected] ultimately on 5 November 2025 no later than 17:00 hours.

It will be possible for registered shareholders of Sif Holding to submit questions ahead of the meeting via [email protected], quoting the question and the ABN AMRO registration number of the shareholder.

Matters to be decided

The agenda for the meeting can be found on the following page of this Notice.

Number of shares and voting rights

On the day of this Notice, the issued and paid-up capital of the Company comprises 29,888,612 ordinary shares (with 20 votes each) and 50,000 cumulative preferent shares (with 1 vote each). In total 597,822,240 votes may be cast on these shares.

Meeting Documents

The agenda with the explanatory notes thereto and the brief resume of Pepijn Timmermans can be obtained free of charge at the website of the Company. The Meeting Documents are also available for inspection at the head office of Sif Holding, Mijnheerkensweg 33, 6041 TA Roermond, the Netherlands.

How to reach the location for the meeting

From Eindhoven (A67–A73–N280)

From Nijmegen/Germany (A73–N280)

From Roermond railway station (taxi or ± 20 minutes by foot to the location for the meeting)

Agenda

    1. Opening and announcements
    1. Notification of the intention of the Supervisory Board to appoint an Executive Board member
    1. Closing

The Executive Board and the Supervisory Board, Roermond, 1 October 2025

Notes to Agenda item 2

Appointment of Executive Board member

This agenda item concerns the notification of the intention of the Supervisory Board to appoint Mr. Pepijn Timmermans as a member of the Executive Board of Sif Holding N.V.

Sif Holding N.V. is subject to the large company regime (structuurregime). Members of the Executive Board are appointed by the Supervisory Board after the General Meeting of Shareholders has been notified of the intentions of the Supervisory Board thereof.

It is the Supervisory Board's intention to appoint Mr Pepijn Timmermans as a member of the Executive Board as per 1 December 2025.

Pepijn Timmermans (1973) is COO of VDL Bus Valkenswaard. Prior to joining VDL Bus, he was the Chief Supply Chain Officer of VDL Nedcar (2013-2024) and co-founder and Managing Director of Schleifenbauer Products (2008-2013). Pepijn holds a Master of Science degree in European Automotive Engineering from University of Hertfordshire, a Bachelor degree in Automotive Engineering from HAN University of Applied Sciences.

Pepijn Timmermans does not hold any shares in Sif Holding N.V.

The Works Council has been consulted under article 30 WOR on the proposed appointment.

The Supervisory Board believes that Pepijn Timmermans, thanks to the combination of knowledge of manufacturing, engineering and information technology, his experience, competencies and personality, is highly qualified to join the Executive Board of Sif Holding N.V. He meets the specific requirements for the vacancy and is a good fit with the team. The Supervisory Board intends to appoint Mr Pepijn Timmermans as member of the Executive Board for a term of just over 4 years until the end of the Annual General Meeting to be held in 2030.

The main elements of the services agreement that the Supervisory Board and Pepijn Timmermans intend to enter, include:

Remuneration: The remuneration is in line with the Remuneration Policy that was established during the Annual General Meeting of Shareholders in 2024. The package exists of an annual base salary of €280,000 in cash, pension provisions, a short term incentive and a long term incentive, both based on performance related to prior defined KPI's and both eligible for settlement in shares.

Executive Board members are entitled to contractual severance payments in amount of 6 month's salary in case of change of control of the company and in case of premature dismissal at the request of the Supervisory Board other than for termination due to cause.