Alfen N : Draft Minutes of the EGM

MINUTES OF THE EXTRA ORDINARY GENERAL MEETING OF SHAREHOLDERS OF ALFEN N.V., REGISTERED IN AMSTERDAM, HELD ON 19 SEPTEMBER 2023 AT 10.00 A.M.

LOCATION: HEFBRUGWEG 28 IN ALMERE

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Chairman: Henk ten Hove, chairman of the Supervisory Board (the "Chairman") of Alfen N.V. ("Alfen" or "the

Company"). Secretary: Maud Goté (the "Secretary")

1. Opening

The Chairmanwelcomes everybody and opens the meeting at 10.00 a.m.

Present are in Almere the members of the Management Board of Alfen: Marco Roeleveld, Jeroen van Rossen, and Michelle Lesh. The supervisory board members Jeanine van der Vlist and Willem Ackermans are also present. Joyce Leemrijse, civil law notary and partner with Allen & Overy, has given a power of attorney to Maud Goté, general counsel, who is also designated to keep the minutes of the meeting, whereby audio recordings of the meeting are used for reporting purposes.

The EGM has been convened with due observance of all relevant provisions of the law and the Company's articles of association. This means that a legally valid resolution can be adopted. The notice of the meeting was published on the corporate website of the Company on the 7th of August, 2023. The agenda and explanatory notes, together with the other meeting documents, were available free of charge at the offices of the Company from that same date. The record date of this EGM was on 22nd of August, 2023.

Voting for this AGM was possible in two ways: (i) by written or electronic proxy, including voting instructions, granting votes to the notary as independent party and (ii) by attending in person. The notary received proxies and voting instructions for a total of 12.892.270 shares prior to the meeting and holders of 729 shares are present at this meeting, together this is representing 12,892,999 shares, being 59,36% of the issued capital eligible to vote. Each share gives the right to one vote.

2. Change to SB: Proposal to appoint Ms Maria Anhalt as Supervisory Board member

Chairman:The Supervisory Board currently consists of 3 members instead of 4 after the stepping down of Eline Oudenbroek from her position in the Supervisory Board in April 2023. The Supervisory Board is pleased to nominate Maria Anhalt as member of the Supervisory Board. This nomination is supported by the Works Council. You have found the positive advice of the Works Council on our website.

Maria Anhalt (52) obtained relevant Supervisory Board experience from her current position as supervisory board member of Hewlett-Packard Germany as well as internal (supervisory) director of the start-up (not publicly listed) company Argus. Since January 2021, Maria Anhalt is the Chief Executive Officer of Elektrobit Gmbh at Erlangen, a global company with about 4,000 employees. Continental is a 100% shareholder of Elektrobit.

Ms. Anhalt brings technical and commercial expertise regarding software and services and brings a well-developed perspective on technology and the energy transition. She brings strong growth experience in a cross border international environment with experience in Europe and the United States. She is an experienced engineering and business leader with an engaging personality.

This is reflected in the past positions that she has held, among which: (i) Vice President R&D Operations at HP Enterprises in Palo Alto, California United States, (ii) Vice President Hybrid Cloud and Automation Software at Micro Focus International PLC in Newbury, United Kingdom and (iii) Senior Vice President, Head of Software at Continental AG in Hanover, Germany.

The Supervisory Board considers Maria Anhalt a strong candidate with personal and professional competences complementary to the other Supervisory Board Members. The Supervisory Board is of the opinion that Maria Anhalt has the right qualifications to fill the 4th seat in the Supervisory Board. It is therefore proposed to appoint Maria Anhalt for a first period of four years ending at the close of the Annual General Meeting of Shareholders to be held in 2027.

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Maria Anhalt is independent within the meaning of the corporate governance code. She does not hold any shares in Alfen N.V.

The remuneration for Maria Anhalt is in accordance with the remuneration policy for the Supervisory Board as determined by the general meeting in the Annual General Meeting of Shareholders held in April 2023.

The chairman hands over to Maria Anhalt to introduce herself.

Maria Anhalt: was born and raised in Bulgaria. During the change in the nineties - when the so-called iron curtain fell - she was doing her bachelor in Computer Science at the University of Sofia. At that point in time the EU sponsored selected scholars for international studies. She was awarded one of the 9 available scholarships for outstanding academic success, which gave her the opportunity to study in Germany, where she obtained a Masters in Computer Science at the Karlsruhe Institute of Technology (KIT).

For 21 years she worked for an American high tech company - Hewlett-Packard - in multiple roles, for various product lines and different businesses, but always in the area of software. This is not the software that is included in the hardware, like printers or cameras, but the commercial large-scale enterprise software systems. At the time when she left HP, she was Vice President of R&D and responsible for multiple product lines in IT Operations Management, which generated around $1B of revenue at that point in time. Her experience spanned bringing new products to market as well as rejuvenating cash cows for better customer service and profitability.

In the US, she had the opportunity to graduate from Stanford's Executive Program. That experience allowed her to hone her business and financial acumen, as well as to significantly expand her professional network across industries and functions. Almost five years ago Continental - the second largest automotive supplier in the world - headhunted her to join the corporation and assist with building software expertise, help the company implement digital business models and participate in the restructuring of the company. For two years she worked directly for Continental's CTO and was responsible for the next gen technology, this is the technology that will be instrumental in 10-15 years from now. In January 2021 she was appointed CEO of Elektrobit, a software company in Continental's portfolio. Continental has acquired the company 8 years ago, and keeps it as an independent company. Elektrobit operates in 12 countries, is present in all 3 regions Americas, Europe and Asia / Pacific, employs 4000 employees and serves 3 types of customers: car makers such as Volkswagen, Mercedes, Ford, Nissan etc, suppliers such as Continental, ZF, Magna, AlpsAlpine etc, and finally the tech companies such as Sony, Amazon, Google and the likes. While the situation in the automotive industry is a very difficult one, it motivates her to steer a software company and help customers to successfully master the transformation. Software and E-mobility are the two growth factors in that space.

During her career she gathered experience with boards at Hewlett Packard - was a member of the Supervisory Board of Hewlett-Packard Germany -, and now within the automotive industry with Argus - a cyber security startup which Continental has acquired five years ago.

On a private note, she lives in Stuttgart, south of Germany. Her partner is an architect who runs his own company. Their daughter - a teenager in high school - keeps them grounded and young at heart. In their leisure time they enjoy modern art, dancing Argentine tango, and rural nature.

It would be an honour for Maria Anhalt to join the Supervisory Board of Alfen. Alfen looks back at a great track record. With its position across three markets, it can sustain and protect its leading position here, but also expand significantly internationally, across the globe. There are parallels with EV charging and software defined vehicles, as well as building an ecosystem of partnerships across the mobility space. On the other hand, Alfen is strengthening its software skills and platform offering, its ability to integrate with heterogeneous systems. As a member of the Supervisory Board she can help with the strategic direction of the company, global deployment and reach, as well as technological topics such as IT, agile software development, and partnerships. Exciting times are ahead and she would very much like to assist the Board and the management team with her experience.

Chairman: says thank you to Maria Anhalt for her introduction and is asking for questions from the meeting members.

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Stevense:has the first questions: How did you get to Maria Anhalt? How was the process for the search? Was an executive search bureau used? Was there a shortlist? Was it discussed in a small committee? How did the interviews go?

Jeanine van der Vlist: answers the questions as the chairman of the HR Committee: we selected an international search bureau and added some requirements to the standard supervisory board profile. We wanted a female with international experience. We received a long list of 15 candidates and chose to have interviews with 4 candidates on the long list.

Stevense: has an additional question directed at Maria Anhalt: How careful was the process? How were the talks with Management Board and Supervisory Board. Was there a talk with the auditor?

Maria Anhalt: The process was done in a professional manner. First 3 rounds of talks with the agency. Then interviews with Jeanine van der Vlist, Henk ten Hove and Willem Ackermans and with all of the members of the Management Board individually. She was invited to see the company and meet the Director Strategy. It was exciting to meet everyone. The Management Board compares to other Management Boards encountered in other parts of the world.

Rienks: Why did you choose a German candidate? How is the travel time?

Maria Anhalt: Having lived in so many countries, she is used to travel. Half of her time is spent travelling. It is a relatively short trip, there are direct flights from Stuttgart to Amsterdam. She plans to always spent one night before or after the meetings to get to know the people. If there is anything urgent, she can fly in.

Chairman: It was a focus point for the candidate to have enough time to travel and spent time with and for the company. The search was not only for Germany, there were for example some people from Sweden and Italy on the long and short list.

The Chairman determines that there are no further questions. The proposal to appoint Maria Anhalt as a Supervisory Director is submitted to the General Meeting for a vote. The Notary confirmed that she received proxies for 12,838,300 votes are cast in favor of this agenda item, 318 votes against and 53,652 votes abstained. The shareholders present at the meeting representing 729 shares all voted in favor. The conclusion is that Maria Anhalt has been appointed as Supervisory Director of the Company. Congratulations!

3. Closing

Chairman:Closes the meeting. The draft minutes of this EGM will be available on the Alfen website at the latest 3 months after the date of this meeting. Thank you for your presence, questions and attention.

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Chairman, Henk ten Hove	Secretary, Maud Goté

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