Cabka N : Draft AGM Minutes May 31 2022

DRAFT

Meeting Minutes

Cabka N.V.

Annual General Meeting of Shareholders 2022

May 31, 2022

Crowne Plaza Amsterdam Zuid

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Minutes of the proceedings of the Annual General Meeting of Shareholders of Cabka N.V. (Company), registered in Amsterdam, the Netherlands, held on Tuesday May 31, 2022 at 2:00 p.m. at Crowne Plaza Amsterdam Zuid, George Gerschwinlaan 101, 1082 MT, Amsterdam. A live-stream (webcast) of the AGM was made available at www.cabka.com.

Agenda

1. Opening
2. 1. Report of the management board for the financial year ended 2021
   2. Explanation on policy on reserves and dividend
   3. Adoption of the company and consolidated financial statements for the financial year ended 2021 including appropriation of the net result for the financial year ended 2021 (voting item)

1. Discharge of the managing directors for the financial year ended 2021 (voting item)
2. Appointment of the external auditor for the financial year 2022 (voting item)
3. Appointment of supervisory director (voting item)
4. Business update
5. Any other business
6. Closing

Meeting Minutes Annual General Meeting of Shareholders 2022 of Cabka N.V. on May 31, 2022

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1. Opening

Mr. Hoek, vice-chairperson of the Supervisory Board and acting as chairpersonof the meeting, opened the meeting and welcomed all shareholders, guests and others interested to follow the meeting to Cabka's 2022 Annual General Meeting of Shareholders (AGM), on behalf of Cabka's Executive Board and Supervisory Board. He introduced the other attending members of the Supervisory Board: Ms. Holscher, Mr. Nanninga and Mr. Ramon and the attending members of the Management Board: Mr. Litjens (CEO) and Mr. Küpcü (CFO). The chairperson further explained that Ms. Posner Henkin, member of the Supervisory Board, is unfortunately unable to attend the AGM. The chairperson mentioned that Mr. Kuck, civil-law notary from Zuidbroek Notarissen, and acting as the independent proxy holder, and Mr. Hendriks, the external auditor of the accounting firm Deloitte, are attending the AGM. Mr. Kuck was to vote on behalf of shareholders who had indicated that they wanted to be represented at the meeting and had not appointed their own representative. Ms. Stevens was acting as secretary to this AGM.

The chairpersoncontinued that the AGM is held in a hybrid manner and could be followed via a live webcast. The main language of the meeting was English. To ensure as much interaction as possible, Cabka offered the possibility to shareholders to submit questio ns regarding the agenda items prior to the start of the meeting and also during the meeting. These questions were to be answered during the meeting. Ms. Stevensexplained the voting procedure. For this meeting, 3 May 2022, was set as the record date. Anyone owning shares on that date was entitled to register, attend, vote and participate in the AGM. Shareholders were also given the opportunity to vote remotely via the ABN AMRO website. Mr. Kuck, civil - law notary, would cast the votes as the proxy and independent third party for the participating shareholders. The voting took place at the end of the meeting and the results were shared and also published on Cabka's website after the meeting.

The draft minutes of this meeting will be made available for comments on Cabka's website for three months as of November 1, 2022. The final minutes will be available as of February 1, 2023.

The secretaryto the meeting established that the meeting was properly convened taking into account the required formalities by placing the notice and agenda on Cabka's and ABN AMRO websites on 13 April 2022. She stated that the meeting was held in a hybrid manner in accordance and with the provisions of the Temporary Law COVID-19 Justice and Safety and was entitled to adopt legally valid resolutions on the agenda items.

Meeting Minutes Annual General Meeting of Shareholders 2022 of Cabka N.V. on May 31, 2022

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The chairpersonstated that the registration of shareholders closed at 14:00 CEST and a share capital of approximately 12.587.626 votes was represented, so that these votes might be cast. The level of attendance was approx. 52%. Mr. Kuck, civil-law notary, had been granted proxy with voting instructions for in aggregate 12.582.761 shares. All resolutions to be adopted at the AGM required a simple majority of the votes cast, irrespective of the share capital present or represented at the meeting.

The chairpersonmoved to agenda item 2.

2. (a) Report of the management board for the financial year ended 2021

The chairpersonstated that all shareholders had been able to read and review the annual report 2021 which was published on 13 April 2022. The secretary to the meeting confirmed that no questions about this agenda item were received beforehand. The first questions submitted at the meeting came from Mr. Stevense, a retail shareholder. Because his questions were about foldable containers and replacement of activities from the Genthin site to the Weira site, the chairperson explained that these questions should asked and answered at agenda item 6, business update.

(b) Explanation on policy on reserves and dividend

The chairpersonelaborated about the policy on reserves and dividend and refered to clause 9 of the Relationship agreement between Cabka N.V. and DSC Executive Directors Holding B.V., which can be found on Cabka's website. With reference to art. 33 of the Articles of Association he mentioned that shareholders can elect to receive either a capital repayment or a dividend repayment. The company and DSC Executive Directors Holding B.V. shall take all reasonable actions required in order to ensure that, if and to the extent any form of profit distribution is envisaged in any given year, such election is facilitated.

As no questions about this agenda 2.b were received prior to or during the meeting, the chairperson moved on to agenda item 2.c.

Meeting Minutes Annual General Meeting of Shareholders 2022 of Cabka N.V. on May 31, 2022

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1. Adoption of the company and consolidated financial statements for the financial year ended 2021 including appropriation of the net result for the financial year ended 20211 (voting item)

The chairpersonstated that it is proposed to adopt the company and consolidated financial statements for the financial year ended 2021 as prepared by the management board and included in the 2021 annual report. The financial statements have been drawn up in the English language and the audit has been performed by Deloitte Accountants B.V. From the company financial statements for the financial year ended 2021 it appears that there is a net loss of EUR 3,215,788. By adopting the company financial statements it is also resolved to allocate the net loss for the financial year ended 2021 to the accumulated deficits.

The Chairpersonnoted that there are no questions on this agenda item and that the financials of 2021 were already discussed. So he invited Mr. Hendriks, independent auditor from Deloitte, to comment on the controls performed during the financial year ended 2021, the auditor's report on the financial statements of the special purpose entity Dutch Star Companies Two B.V. (as of March 1, 2022 Cabka N.V.) and also to address any questions that may arise.

Mr. Hendriksreferred to the slide below and elaborated about the four main area of attention: Risk assessment and materiality, scoping, execution and Conclusions. He explained that the selected materiality level of EUR 1.1 million determined the scope and depth of Deloitte's audit work. The three Key Audit Matters identified by Deloitte in 2021 relate to (i) Corporate Governance, (ii) Impact of different classes of shares and (iii) IFRS treatment of financial instruments; scope, classification and valuation.

Mr. Hendriksexplained about Deloitte's independence at stated that approximately 270 hours were spent on the entire engagement. Three reports were delivered: the Audit plan, the report to the Supervisory Board and the unqualified auditor's report as signed on April 12, 20 22.

1 De facto being the financial statements of DSC2 BV.

Meeting Minutes Annual General Meeting of Shareholders 2022 of Cabka N.V. on May 31, 2022

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The Chairpersonthanked Mr. Hendriks, noted that no questions regarding agenda item 2 were received prior to or during the meeting and moved on to agenda item 3.

3. Discharge of the managing directors for the financial year ended 2021 (voting item)

The chairpersonnoted that it is proposed to discharge all managing directors in office in the financial year ended 20212 from all liability in relation to the exercise of their duties in the financial year ended 2021, to the extent such performance is apparent from the financial statements for the financial year ended 2021 or other public disclosures prior to the adoption of these financial statements.

The chairpersonnoted that no questions regarding agenda item 3 were received prior to or during the meeting and moved on to agenda item 4.

2 De facto being the executive and non-executive directors of DSC2 BV.

Meeting Minutes Annual General Meeting of Shareholders 2022 of Cabka N.V. on May 31, 2022

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