RoodMicrotec N : EGM Minutes 2024

Minutes of the Extraordinary General Meeting of Shareholders of

RoodMicrotec N.V. ("the Meeting")

held on Thursday, 14 March 2024 at 14:00 hours CET

at the offices of RoodMicrotec N.V. ("the Company"), Zutphenseweg 29 D1,

7418 AH in Deventer, the Netherlands

Present:
Shareholder(s)	Microtest S.p.A. (proxy)
Board of Management	Martin Sallenhag	CEO
	Luca Civita	CIO
	Arvid Ladega (Secretary)	CFO
Supervisory Board	Ruud van der Linden (Chair)
	Marc Verstraeten

1. Opening and announcements

The Meeting is opened by the Chair at 14:00 hours CET.

General comments:

• The Meeting was convened by the Board of Management and the Supervisory Board on 9 February 2024.
• The registration date for the Meeting was set at 15 February 2024.
• The minutes will be prepared by Mr. Arvid Ladega, who will act as Secretary of the Meeting.
• All documents for the Meeting have been published and made generally available on the corporate website of the Company as from 9 February 2024, the date of convocation.
• The total number of 82,561,267 shares have been issued by the Company.
• The total number of shares eligible to vote is 82,561,267.
• According to the attendance list, holders of in aggregate 78,506,409 shares are attending or are represented at the Meeting.
• Consequently, together a nominal share capital of 8,635,704.99 euro is represented constituting a total of 95.09% of the Company's issued share capital.

Prior to the Meeting, Microtest S.p.A. has granted a power of attorney with voting instructions to the Secretary of the Meeting. Microtest S.p.A. has provided its vote in favour for all voting items on the agenda. The Secretary will cast the votes by Microtest S.p.A. in accordance with these instructions at the Meeting today.

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2. Composition of the Supervisory Board

2.a Proposal to determine that the number of members of the Supervisory Board shall be five (voting item)

Given the proxy with voting instruction for this item on the agenda, as received from Microtest S.p.A. and casted accordingly by the Secretary, the Chair concludes that the Meeting is unanimous in favour of the proposal that the number of members of the Supervisory Board shall be five, and therefore the proposal is adopted.

2.b Proposal to appoint Mr. Franco Prestigiacomo as a member of the Supervisory Board (voting item)

Given the proxy with voting instruction for this item on the agenda, as received from Microtest S.p.A. and casted accordingly by the Secretary, the Chair concludes that the Meeting is unanimous in favour to appoint Mr. Franco Prestigiacomo as a member of the Supervisory Board, and therefore the proposal is adopted.

2.c Proposal to appoint Mr. Giuseppe Amelio as a member of the Supervisory Board (voting item)

Given the proxy with voting instruction for this item on the agenda, as received from Microtest S.p.A. and casted accordingly by the Secretary, the Chair concludes that the Meeting is unanimous in favour to appoint Mr. Giuseppe Amelio as a member of the Supervisory Board, and therefore the proposal is adopted.

2.d Proposal to appoint Mr. Stefano Calabrò as a member of the Supervisory Board (voting item)

Given the proxy with voting instruction for this item on the agenda, as received from Microtest S.p.A. and casted accordingly by the Secretary, the Chair concludes that the Meeting is unanimous in favour to appoint Mr. Stefano Calabrò as a member of the Supervisory Board, and therefore the proposal is adopted.

3. Any other business

No other business was discussed at the Meeting.

4. Closing

The Meeting was closed by the Chair at 14:10 hours CET.

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