Alfen N : Draft minutes

MINUTES OF THE EXTRA ORDINARY GENERAL MEETING OF SHAREHOLDERS OF ALFEN N.V., REGISTERED IN AMSTERDAM, HELD ON THE 21 NOVEMBER 2022 AT 10.30 A.M.

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 10.30 a.m. The Chairman informs the meeting that in accordance with the Temporary Act Covid-19, as adopted by the Dutch government, the EGM is entirely electronic.

Present are in Almere the members of the Management Team of Alfen: Marco Roeleveld, CEO; Jeroen van Rossen, CFO; and Michelle Lesh, CCO, Jeanine van der Vlist, the future supervisory board member, Dico van Dissel, investor relations and Maud Goté, general counsel of the Company. Joyce Leemrijse, partner with Allen & Overy, who is overseeing the meeting, is also present. Maud Goté is designated to keep the minutes of the meeting, whereby audio recordings of the meeting are used for reporting purposes.

Voting for this electronic EGM 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 14,650,628 shares, being 67.53% of the issued capital eligible to vote. Today, the notary will supervise whether the conduct of this meeting is in line with all regulatory and statutory requirements.

Shareholders had the opportunity to submit written questions about the item on the agenda until Friday 18 November 2022. We did not receive any questions. Registered shareholders had the opportunity to ask questions during this meeting about the item on the agenda, but no one did. 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 7 October 2022. 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 24 October 2022.

2. Change to SB: Proposal to appoint Ms Jeanine van der Vlist as Supervisory Board member

The Supervisory Board currently consists of 3 members. The members Mr Ackermans and Mrs Oudenbroek were appointed during an extraordinary general meeting of shareholders in July 2020. Henk ten Hove was reappointed during the annual general meeting of shareholders in April 2022 for another four years.

In accordance with Article 20.2 of the Company's articles of association, the Supervisory Board has determined to increase the number of Supervisory Board members in office from three to four members in order to anticipate on the continued growth and internationalisation of the Company. Furthermore, the Supervisory Board has the intention to introduce two committees: an audit committee and a remuneration committee. We will present the structure in more detail in the AGM of April 2023.

The Supervisory Board is pleased to nominate Ms Jeanine van der Vlist as additional member of the Supervisory Board. This nomination is supported by the Works Council. Reference is made to the positive advice of the Works Council as attached to the agenda and explanatory notes for this EGM.

Jeanine van der Vlist is a non-executive or supervisory director by profession. In the past she held several senior management positions in a number of international companies, such as Fujitsu, Dell, Alcatel-Lucent and Eurofiber. She has supervisory board experience with BDR Thermea Group and DPG Media Group and she is currently a non-executive board member of the Belgium company DPG Media N.V. and a supervisory director of Remeha Group. She is also board member of the non-profit foundation Worldgranny. Ms Van der Vlist combines a number of relevant basic competences, such as strategic thinking, understanding of a manufacturing and/or assembly company. She has analytical skills with management and supervisory board experience in an international context. Her additional specific competences are in the field of digital, transition management, organizational development

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and various HR matters. We, as Supervisory Board consider her a strong candidate with personal and professional competences complementary to the other members of the Supervisory Board.

The Supervisory Board is of the opinion that Ms Van der Vlist has the right qualifications to fill the new (fourth) seat in the Supervisory Board. It is therefore proposed to appoint Ms Van der Vlist for a first period of four years, which will end in line with the Company's articles of association at the close of the annual general meeting of shareholders to be held in 2027. Ms Van der Vlist is independent within the meaning of the Dutch Corporate Governance Code and she does not hold shares in Alfen N.V. The chairman hands over to Jeanine van de Vlist to introduce herself.

Jeanine van der Vlist: She lives near Amersfoort; is married to Gerard, and has 2 children. She graduated in information and communication technology at the Inholland University of Applied Sciences. Work experience of more than 30 years in the IT and Telecom industry, and for a 2-year period in the Utility industry (Essent), most of the time in several senior executive roles. Most of the companies were international companies, like Fujitsu, Alcatel- Lucent and more specifically high growth international companies like Dell and Eurofiber.

During her executive period, she created success by maximizing performance, capturing market shares and improving profits. People leadership and building teams were always the foundation of my success.

Over the last 10+ years she was active in a number of international Board positions. Ms. Van der Vlist took her first SB role in 2014 at BDR Thermea (Remeha B.V.); They operate in the HVAC industry and are right in the middle of the energy transition. More recently she joined the Board of DPG media N.V. as non-executive Board member. They are in the midst the digital transformation that is taking place in the Media industry.

Since early 2022 she decided to become a professional board member. Her natural focus will be the commercial strategy, international growth, digital and transformation development, people, and the energy transition.

She is honoured to join the SB team of Alfen as a member and to help the management team with the Company direction, harvesting market potential, strengthening their international position, and supporting them with the opportunities and challenges that fast-growing companies experience in scaling up.

Chairman: says thank you to Ms Van der Vlist for her introduction and indicates that the remuneration for Ms Van der Vlist 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 2020.

Since no questions have been obtained from the shareholders with respect to the proposed appointment of Ms Van der Vlist as member of the Supervisory Board, we go directly to the voting:

The Notary confirmed that 14,636,416 votes are cast in favour of this agenda item, 7,955 votes against and 6,257 votes abstained. I then conclude that this agenda item has been adopted.

3. Closing

Chairman:Ladies and gentleman, this brings us to the end of this meeting. I would like to mention that the draft minutes of this EGM will be available on our website at the latest 3 months after today. After that date you have another three months to submit your comments prior to the adoption of the minutes. Thank you for your votes and attention and goodbye.

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Chairman, Henk ten Hove	Secretary, Maud Goté

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