Alfen N : Draft minutes of meeting

MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ALFEN N.V., REGISTERED IN AMSTERDAM, HELD ON THE 7th of APRIL 2022 AT 2.00 P.M. AT THE 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 2.00 p.m. The Chairman informs the meeting that in accordance with the Temporary Act Covid-19, as adopted by the Dutch government, the AGM is entirely electronic.

Present are (i) the members of the Management Team of Alfen: Marco Roeleveld, our CEO; Jeroen van Rossen, the CFO; and Michelle Lesh, our CCO, ii) the Supervisory Board members Eline Oudenbroek, Willem Ackermans and Henk ten Hove. Furthermore: Joyce Leemrijse, partner with Allen & Overy, who is overseeing the meeting and Maud Goté, Alfen general counsel, who is designated to keep the minutes of the meeting, whereby audio recordings of the meeting are used for reporting purposes. Feico van der Ploeg of PricewaterhouseCoopers Accountants N.V. is present in connection with the audit of the Company, he will give his views on the audit procedure, present the auditor's opinion and answer any questions in that regard.

The Meeting was convened in accordance with article 34 of the articles of association, which means that legally valid resolutions can be adopted. The notice convening this meeting was published on the Alfen website and on the ABN AMRO website on the 23th of February of this year. The agenda and the explanation to the agenda were available from Alfen and ABN AMRO free of charge from the same date.

Voting for this electronic AGM was possible by way of written or electronic proxy, including voting instructions, granting your votes to the notary as independent party. The notary received proxies and voting instructions for a total of 14,309,299 shares, that is representing 65.96% of the issued capital eligible to vote. Each share gives the right to one vote. The notary will supervise whether the meeting is conducted in line with all the regulatory and statutory requirements.

Shareholders have been given the opportunity to submit written questions about the items on the agenda until Monday 4 April 2022. Several questions were received from the VEB and Mr. Rienks and these questions will be answered during the meeting. Next to that, registered shareholders also have the opportunity to ask questions during the meeting about the various items on the agenda.

2. 2021 Annual Report

2.a Report of the Management Board for 2021

The Chairmangives the floor to Marco Roeleveld, Michelle Lesh, and Jeroen van Rossenfor a presentation about the highlights for 2021.

Marco Roeleveldstarts with the statement that despite the impact of COVID on the whole society, the wider economy and everybody's well-being, the result of Alfen for the full year of 2021 is something to be proud of. He indicates that the Company is confident that in the course of 2022 it will be able to leverage on the increased European focus on the energy transition, although the supply chain is still challenging. He continues with the highlights for 2021, which show that revenue in 2021 has risen to €249.7m, representing a growth of 32% compared to 2020. The adjusted EBITDA in 2021 was €36.8m. This is a growth of 51% compared to 2020. After Marco Roeleveld, Michelle Leshcontinues with examples of the commercial successes, which all reinforce the growth across all three of our business lines. Thereafter, Jeroen van Rossendiscusses more details of the financial performance of the Company, some items that were discussed are: the adjusted EBITDA, which increased from €24.4m, which was 12.9% of the revenues in 2020, to €36.8m in 2021, which was 14.8% of revenues in 2021. The adjusted EBITDA margin improvement was the result of our operational leverage strategy. The adjusted net profit increased from €12.5m in 2020 to slightly over €22m in 2021. For the content of the full presentations a reference is made to the presentation of the management board, attached to these minutes as Annex 1.

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The Chairman: says thank you to Mr. Roeleveld, Ms. Lesh and Mr. van Rossen and provides the opportunity to participants to raise questions, but before doing so, part of the submitted questions were answered.

Mr. Rienkshad submitted 6 questions, the first question is about the development of the cost price of a charging station since the beginning of 2021 and how the cost price relates to the numbers produced? What is the effect of raw materials prices increases and everything else?

Jeroen van Rossenanswers the first question of Mr. Rienks: The gross margin is a result of structural improvements such as the growing scale and increased purchasing power, but it also depends on product mix effects and macroeconomic circumstances such as the current supply chain challenges. In 2021, the impact on the gross margin from the supply chain pressures was still limited in the first three quarters of the year, but was somewhat stronger in the fourth quarter. That was a result of cost inflation of various components, as well as increased logistical costs. To a certain extent it is also a result of product mix effects. Looking forward, we expect to continue to experience some impact on the gross margin due to the current supply chain pressures. But please note that we will continue to execute on our strategy of profitable growth and for us the key contributor to improved EBITDA margins is our operational leverage model.

Mr. Rienks second questionis similar to the first one, but now about the transformer substations. How was the cost price development for transformer substations?

Jeroen van Rossen: The difference in cost price between our transformer substation and our charge points is that first we saw the pressure mostly on the electrical components for charge points. At that time the Smart grids business was less effected. Now we see that, as a result of the geopolitical situation between Russia and the Ukraine, there is not only an increase in prices for metals (examples: aluminium, steel and copper), but also an increased price pressure on the overall supply chain. We manage these challenges in the same way as we manage the challenges in our EV charging business.

Mr. Rienks third question: If and to what extent are we able to pass on price increases to the customers?

Michelle Lesh: It really depends on the contract and the business if it can be passed on. We have indexation clauses, such as for example for our smart grids business. In other contracts we manage it through the bid and tender process, where we limit the bid validity period. We also have, for all business lines, regular pricing meetings with the Management Board, to ensure that the best pricing decision is made. We want to continue to stay competitive in the market and balance the price increases with continuing to be a reliable long-term partner for our customers.

Mr. Rienks fourth question: Was Russia a promising and interesting market for Alfen? Is there an impact on the supply chain in terms of materials we are purchasing? What are the consequences of the war for Alfen?

Marco Roeleveld: With regard to revenue and supply, there is no direct impact for Alfen. However, the indirect elements of the situation will have an effect for a long time. For example, in the supply chain we see that especially for metal elements prices go up. On the other hand, what we also see is a stronger emphasis on the transition from fossil fuels to renewable energy sources and that benefits the growth potential of Alfen in a wider sense, because with all our products we contribute to the energy transition.

Mr. Rienks Question 5: is about leverage. Turnover increased in 2021 with 32%, but the number of FTEs with just 11%. Is the production and the installation of the products partly outsourced? Will we also see that in the future that the personnel costs increases less than the turnover?

Jeroen van Rossen: All our products are produced by ourselves in Almere, in the Netherlands. That answers part of the question about outsourcing the production. What you see here is the result of the operational leverage model. We will continue to execute on that model and operational leverage will be the main contributor to further growth , also in the future.

VEB Question 1: deals with segmentation and the request to what extent Alfen can separate the reporting on the three segments. Alfen indicated previously that it would be too complex to divide the financial results per division. Is it possible to combine Energy storage, which still only represents 7% of the total turnover, with one of the other two segments and then report on the profitability of the two segments?

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Jeroen van Rossen: First of all, Alfen never stated that the segmentation of financial results per product group is too complex. That is the VEB's own interpretation. As explained last year, we simply follow the requirements of IFRS 8 to determine the required disclosures for the Annual Report. If you follow these principles, you have to look at our CEO, Marco, who is also the Chief Operating Decision Maker (CODM), ultimately responsible for reviewing and assessing the performance of the three product groups. The CODM monitors the performance of these three product groups, despite the split in revenue, solely on an aggregated basis for resource allocation and overall performance management, which is also fully in line with the management reporting to the CODM. We therefore consider our current segment reporting, which is solely on a group basis, to be fully in line with our internal management reporting to the CODM, which, by the way, is unchanged compared to last year and therefore, of course, there is also no change in segment reporting.

VEB Question 2: can Alfen elaborate a bit more on why the growth in energy storage has been relatively small over the last four years and what is the outlook for this division for the mid to long term?

Marco Roeleveld: As explained earlier, COVID had the biggest influence on our energy storage business line. The re-evaluation of business cases have lengthened the decision-making processes at the customer side. On the other hand, the long-term opportunity for energy storage is huge because it is an essential part of an energy system that is fuelled by renewables. We do see that the market is increasingly getting into a better momentum, as stated earlier. Also, we have been able to secure important new contract wins over the past few months, such as Agreco Products, Greener and Bredenoord. And as also announced during the FY2021 publication, we think that we are well set for this year, because with those contracts we already have more in backlog per the first of January than the overall revenue of 2021 for energy storage.

VEB Question 3:In 2020 and 2021 Alfen did not achieve its mid to longer term objective of an average annual growth of 40%. What is the biggest disappointment in the vision of the Management Board if you look at revenue growth?

Marco Roeleveld: If we look at the medium term revenue CAGR objectives at the time of the IPO in March 2018, it was set at 40%. When we consider our top line growth from 2017 to 2021, it comes down to a CAGR of 36%. However, at the time of our IPO, we could not foresee the COVID-19 impact on the global economy and also not on the overall way the business was running, which resulted in the current supply chain pressures. As indicated, the energy storage business line was impacted the most by the COVID-19 situation. On the other hand, the energy transition is building more and more momentum and we are sure we are going to benefit from that momentum in the coming years.

VEB Question 4: Alfen has a substantial cash position, which does not seem necessary for the autonomous growth. What is the rationale for Alfen to keep this cash position?

Jeroen van Rossen: The cash position is maintained in order to fund investments and net working capital in conjunction with the build-up of our capacity, stronger market penetration in an increasing number of geographies and also to further invest in research & development which is necessary for future innovations. Due to the strong cash position in the financial year 2021, we were able to pro-actively manage the supply chain challenges by means of higher safety stock levels, which were further supported by strategic stock down payments for batteries and electrical components to safeguard and enhance the resilience in our global supply chain, because we favour the continuous delivery to our customers.

VEB Question 5: The cash conversion was extremely strong in 2020 and weaker in 2021 because the net working capital tripled to €32m ultimo 2021, especially because of higher security stocks. Should the shareholders expect significant higher working capital in the years to come?

Jeroen van Rossen:We partly addressed the question already in the previous answer to question #4 of the VEB. We indeed put extra cash in the working capital to safeguard our supply chain and to increase stock levels because, as said, we favour the continuous delivery to our customers. Given the current macroeconomic circumstances in the supply chain, as well as the geopolitical situation between Russia and Ukraine, it is at this point in time very difficult to predict when the supply chain will be normalised again. Having said so, if we look for example at the supply chain for batteries, there we see a trend that there are longer lead-times and there is more necessity to buy larger quantities at once. So in that area we will need more working capital.

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VEB Question 6: Other publicly traded companies have indicated that they may have to stop production due to supply chain issues. How big is this risk for Alfen?

Jeroen van Rossen:Although we also have our challenges in the supply chain, up to this point we have been able to mitigate the challenges and had no production stops. Marco explained earlier that we have an integrated team that monitors and engages the supply chain and takes purchasing decisions on a daily basis in order to secure the supplies. We reach out to tier 2 and tier 3 suppliers to monitor the complete supply chain. We have drop-in replace components or we fly components in instead of receiving them by ship or truck, to shorten the logistical flows. Also, we enter into larger commitments and sometimes even re-engineer or adjust the firmware to make different available components fit. Under the direct supervision of the Management Board, it is a fully integrated team, decision making is short so that actions can be taken to safeguard the supply chain. Given the circumstances, we will definitely continue doing so, and hopefully somewhere in time it will go back to normal again, but that is very difficult to predict.

VEB Question 7: With the growth Alfen professionalized. Until now Alfen did not appoint an internal audit committee and has no audit committee on its Supervisory Board. Can Alfen inform us why they consider this not necessary? In which way do the Management Board and the Supervisory Board secure that the internal control grows with the size and complexity of the Company?

Willem Ackermans(who monitors finance and control from a governance perspective): Alfen does not have an internal audit function, but the Supervisory Board assesses the need and necessity for an internal audit function each year. Up to now, the conclusion is that the size of the Company and a highly qualified finance and control department with in-depth accounting and audit knowledge is presently covering all the requirements sufficiently.

The Chairman indicates that there is an additional question on the line from the VEB.

Robert Manders from the VEB: It is about question 3 that was asked by the VEB regarding revenue growth and

where the targets are: do you think it is more a supply or demand issue that revenue in 2021 was below your long- term expectations or goals?

Marco Roeleveld: We have seen that in two of our business lines the demand was maybe as expected or in line with the growth in the overall market place. Especially with energy storage we saw the impact due to COVID. You have to bear in mind that for energy storage the impact of the capability to finance the project is very important, and due to the uncertainty in the market place a lot of the battery storage projects were being postponed. On the other hand, as we already said, we see that the qualified leads pipeline grows quite strongly, therefore we are fully convinced that in the coming years this market segment will become a positive growth segment for Alfen.

Chairman: I just need to correct myself because I see that the second part of the VEB Question 7was not answered yet which is why Alfen doesn't have an audit committee.

Willem Ackermans: Under the bylaws of the Supervisory Board, the Supervisory Board may appoint an audit committee when it consists of more than four members. As the Supervisory Board currently consists of three members only, no such committee has been established. However, in the absence of an audit committee, I have assumed responsibility for audits as a focus area and as such I was involved intensively in the discussions with the external auditor on the audit plan for the financial year 2021 and the Management letter for 2021. Next to that, on behalf of the Supervisory Board I pay special attention to risk management and other financial and IT items.

The Chairman: indicates there are no further questions, so the next agenda item is the remuneration report.

2.b Remuneration report for 2021

The Chairman: explained that in accordance with the provisions of Article 2:135b of the Dutch Civil Code, the remuneration report for 2021 will be discussed and presented for an advisory vote. The report was drawn up with an overview of the remuneration of the individual members of the Management Board and the Supervisory Board, in accordance with the statutory requirements. Reference is made to the separate remuneration report published on the Company's website, to the section included in the 2021 Annual Report or to the meeting documents of the AGM.

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Eline Oudenbroek: In the financial year 2021, Marco Roeleveld received a gross annual base salary of €356,000 and Jeroen van Rossen received a gross annual base salary of €277,000. The total remuneration amounted for Marco Roeleveld to €557,000 and for Jeroen van Rossen to €435,000. Both total amounts include the short-term incentive ("STI") based on the STI performance KPIs set out in the remuneration report, social security payments, pension contributions, share based payments and other remuneration. Furthermore, a long-term incentive ("LTI") of 1752 shares was granted to Marco Roeleveld in 2021, subject to certain performance criteria set out in the remuneration report; and 1363 shares to Jeroen van Rossen, both based at 100% - on target - of the applicable performance conditions as determined by the Supervisory Board. The Company did not provide any personal loans, advance payments or guarantees to the Management Board.

The members of the Supervisory Board received the following remuneration in 2021: Henk ten Hove received an amount of €50,000, Willem Ackermans and myself each received an amount of €40,000. Two questions from the VEB were submitted prior to the meeting which will be answered now.

VEB Question 1: In relation to the short term incentive an 'at target' objective of 30.5% growth was set compared to 2020 while the midterm goal for the Company towards investors was 40% growth. Can this significant difference be explained?

The Chairmananswers: As said before, in 2018 we launched a 5-7 year midterm plan with an average growth objective of 40%. But for the short-term bonus we look to the short-term circumstances every year. And of course 2020 but also 2021 were COVID years and based on that, we decided on the best at target bonus for that year. This does not exclude that over the long period, if you take the period 2017-2021, we are on average at 36% growth. That gives us the flexibility, at least for the short-term bonus, to adapt whenever the circumstances are justifying that.

VEB Question 2: The outlook for 2022 gives an indication of revenue between €330m and €370m. Can the Supervisory Board indicate the minimum and the maximum at target thresholds for the short-term bonus on turnover for 2022?

The Chairman: Every year we simply have to give you the same answer. We don't want to disclose these targets up front, because there are financials and non-financials and it gives an indication of the emphasis we agree with the Management Board for that year and that is information we would like to keep for ourselves. But, of course, after the year we are extremely open to explain the outcome and also why we came to that outcome.

Chairman: No further questions. Therefore, we continue with the shareholder voting results, which is an advisory vote.

Our notary confirmed that 12,602,458 votes are in favour. We have 1,706,456 votes against and 385 votes abstained. So the conclusion is that the remuneration report is approved.

2.c Proposal to adopt the Financial Statements for 2021 as included in the 2021 Annual Report

Chairman: The Financial Statements have been audited by PricewaterhouseCoopers and approved by the Supervisory Board. PWC issued an unqualified auditor's opinion. Before we present these Financial Statements for voting, Feico van der Ploeg from PWC is here to share some insights.

Feico van der Ploeg: Indeed our audit opinion is unqualified. The elements included in the long form audit opinion are (i) materiality, (ii) the scope, and (iii) our key audit matters. Since this year two new elements are added to the key audit matters: fraud and going concern. Although COVID-19 was still there, PWC has been able to perform the audit as planned. Where possible the audit was done virtually, and where necessary PWC was present at the premises of Alfen, for instance with the stock take.

The materiality level in 2020 was set at €1.5m and for 2021 at €2m. It is calculated as a percentage of sales. Any unadjusted differences over €99,000 have been presented to the Supervisory Board in our board report. For some items in the Financial Statements, like for the board remuneration that was just mentioned, we use a lower materiality level. The materiality level there is €1 - these amounts should be completely correct.

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