Announcement for the Annual General Meeting of Shareholders of Alfen N.V. Adjusted v. 8-4-2024

Announcement for the Annual General Meeting of Shareholders (the AGM) of Alfen N.V., Almere, the Netherlands (the Company) to be held on Tuesday 9 April 2024 at 2.00 p.m. (CET) at Van der Valk Hotel Almere, Veluwezoom 45, 1327 AK Almere, the Netherlands.

The following agenda items are scheduled for this AGM, as adjusted on 8 April 2024 (item 7 deleted):

  1. Opening
  2. 2023 Annual Report
    1. Report of the Management Board for 2023
    2. Remuneration Report for 2023 (advisory vote)*
    3. Proposal to adopt the Financial Statements for 2023*
  3. Corporate governance update
  4. Reservation and dividend
    1. Explanation of dividend and reserve policy
    2. Explanation of reservation of profits for 2023
  5. Discharge of the members of the Management Board and the Supervisory Board from liability for the exercise of their duties
    1. Proposal to discharge the members of the Management Board from liability*
    2. Proposal to discharge the members of the Supervisory Board from liability*
  6. Proposal to amend the remuneration policy for the Management Board*
  7. Proposal to appoint Mr B. Tans as member of the Management Board*
    Reference is made to the press release of 8 April 2024
  8. Proposal to reappoint Mr W.M. Ackermans as member of the Supervisory Board*
  9. Amendments to the Articles of Association
    1. Proposal to amend the Articles of Association of the Company I*
    2. Proposal to amend the Articles of Association of the Company II*
  10. Authorities of the Management Board

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    1. Proposal to extend the designation of the Management Board as the competent body to issue shares and/or grant rights to subscribe for shares and to limit or exclude pre-emptive rights for a period of 18 months*
    2. Proposal to authorize the Management Board to cause the Company to acquire own shares for a period of 18 months*
  1. Proposal to appoint PWC as the external auditor for 2025*
  2. Closing

The items marked with an * are voting items. Agenda item 2(C) concerns an advisory vote. The other items are on the agenda for discussion only.

MEETING DOCUMENTS

The meeting documents (including the agenda and explanatory notes, the 2023 Annual Report and the new remuneration policy for the Management Board and the two proposals for the amendment to the articles of association) are available on the Company's website (www.ir.alfen.com). The aforementioned documents are also available free of charge at the offices of the Company (Alfen N.V., Investor Relations, Hefbrugweg 28, 1332 AP Almere, the Netherlands, telephone: +31 (0)365493400, e-mail:ir@alfen.com).

PARTICIPATION INSTRUCTIONS

Record Date

Those persons will be accepted as entitled to vote and attend the AGM, who on Tuesday 12 March 2024 at at 5:30 pm (CET) after all additions and deductions at that date have been processed (the Record Date), have those rights and are registered in the registers of the records of the intermediaries as defined in the Securities Giro Transfer Act (Wet giraal effectenverkeer) (the Intermediary), showing who is entitled to the shares on the Record Date.

Application

A shareholder will have access to the meeting if he/she has applied as from Wednesday 13 March 2024 and no later than on Tuesday 2 April 2024 at 5.00 p.m. (CET) via www.abnamro.com/evoting or via the Intermediary in whose records he/she is listed as holder of deposit shares, with ABN AMRO Bank N.V. (ABN AMRO). In all circumstances, the Intermediary will need to issue a statement via www.abnamro.com/intermediary, no later than Wednesday 3 April 2024 at 1.00 p.m. (CET), stating that the deposit shares were registered in the name of the holder thereof on the Record Date. In addition, the Intermediaries are requested to include the full address details of the relevant ultimate beneficial holders in order to be able to verify the shareholding on the Record Date in an efficient manner.

Admission to the meeting

Holders of deposit shares who have applied for attending the meeting will receive a proof of registration by e- mail or mail. The proof of registration will serve as proof of admission to the meeting.

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Granting of a proxy

Shareholders who wish to grant a proxy with voting instructions to (i) J.J.C.A. Leemrijse, civil law notary of Allen & Overy LLP, Amsterdam office, or a substitute, individually (the Notary), with the power of substitution, or (ii) a third party, may grant a proxy in the manner described below provided that they have applied for the meeting in time in the manner described above.

Electronic proxy to the Notary

Shareholders may grant an electronic proxy including a voting instruction to the Notary until Tuesday 2 April 2024 at 5.00 p.m. (CET) at the latest. This is possible via www.abnamro.com/evoting.

Written proxy to the Notary or a third party

A form for a written proxy to the Notary or a third party is available and can be asked for at ABN AMRO (telephone +31 (0)20 344 2000; e-mail:ava@nl.abnamro.com). The completed proxy form must be sent to ABN AMRO, by e-mail (ava@nl.abnamro.com) and must be in the possession of ABN AMRO at the latest on Tuesday 2 April 2024 at 5.00 p.m. (CET).

REGISTRATION AND IDENTIFICATION AT THE AGM

Registration for admission to the meeting will take place from 1.30 p.m. (CET) until the commencement of the meeting at 2.00 p.m. (CET). After this time registration is no longer possible. Persons entitled to attend the meeting may be asked for identification prior to being admitted by means of a valid identity document, such as a passport or a Dutch driver's license.

WRITTEN QUESTIONS AND INFORMATION

From today until Friday 5 April 2024 at the latest, shareholders may submit written questions about the items on the agenda. These questions will, possibly combined, be dealt with and discussed at the meeting. For these questions and for general information please refer to Alfen N.V., Investor Relations, Hefbrugweg 28, 1332 AP Almere, the Netherlands (telephone: +31(0)365493400, e-mail:ir@alfen.com).

Almere, 26 February 2024

Management Board

Alfen N.V.

CONTACT

Alfen N.V. P.O. Box 1042

1300 BA Almere, the Netherlands Tel: +31 (0)365493400

e-mail: info@alfen.com

web: www.alfen.com

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Disclaimer

Alfen NV published this content on 08 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2024 17:05:07 UTC.