SPEAR Investments I B : EGM Proxy

POWER OF ATTORNEY

For the Extraordinary General Meeting of Shareholders (the EGM) of SPEAR Investments I B.V. (the Company) to be held at Keizersgracht 62, 1015 CT Amsterdam, the Netherlands, on Wednesday 27 September 2023, at 15:00 CET.

Name shareholder, ________________________________________________________________ (name),

______________________________________________________________________________ (address),

_____________________________________________________________________ (postal code and city),

______________________________________________________________________________ (country),

________________(if applicable, registration number and name Chamber of Commerce or similar register)

If the shareholder is an entity or partnership: represented by:

_____________________________________________________________________________ (name),

_____________________________________________________________________________(address),

____________________________________________________________________(postal code and city),

______________________________________________________________________________(country),

hereinafter referred to as "the Shareholder", acting in his/her/its capacity as holder of ______________

(number) shares in the Company, hereby grants a power of attorney to:

____________________________________________________________________________ (name)*,

____________________________________________________________________________ (address),

_____________________________________________________________________(postal code and city),

_______________________________________________________________________________(country),

to represent the Shareholder at the AGM and to speak on behalf of the Shareholder and to vote on the shares in respect of the items on the agenda for the AGM, in the manner set out below.**

• Fill in J.J.C.A. Leemrijse, civil law notary of Allen & Overy LLP, Amsterdam office, or her deputy, with the power of substitution (the Notary), if you wish to grant a proxy to the Notary. If no details of the proxyholder are included, it is considered that the power of attorney is granted to the Notary.
• If it is unclear whether the Shareholder grants a proxy for, against or as abstention regarding an agenda item, it is considered that the proxy is granted in favor of the respective agenda item(s).

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No.	Agenda	For	Against	Abstain
1	Opening	N.A.	N.A.	N.A.
2	Consummation of the Business Combination, which single voting
	item includes the following resolutions:
(a)	approval of the proposed Business Combination;	N.A.	N.A.	N.A.
(b)	conversion of SPEAR from a private limited liability company under	N.A.	N.A.	N.A.
	Dutch law into a public company under Dutch law named "QEV
	N.V." and amendment of the Articles of Association;
(c)	discharge to all members of the Board for their acts in such	N.A.	N.A.	N.A.
	capacity until the date of the EGM to the extent that these are
	apparent from public disclosures by the Company;
(d)	appointment of Joan Orús Valls and Juan Fernández Krutchkoff as	N.A.	N.A.	N.A.
	members of the Board as Executive Directors with effect as of
	Completion;
(e)	appointment of Miriam van Dongen, Carlos Conti, Elisa Sanchini	N.A.	N.A.	N.A.
	and Derek Whitworth as members of the Board as Non-Executive
	Directors with effect as of Completion;
(f)	adoption of the remuneration policy of the Executive Directors and	N.A.	N.A.	N.A.
	the remuneration policy of the Non-Executive Directors, including
	approval of the key terms of the Employment Stock Option Plan to
	the extent it regards the Board;
(g)	consent with communication with shareholders through electronic	N.A.	N.A.	N.A.
	means;
(h)	authorisation of the Board to repurchase Ordinary Shares with	N.A.	N.A.	N.A.
	effect as of Completion;
(i)	authorisation to make payment to non-redeeming shareholders in	N.A.	N.A.	N.A.
	the form of redemption premium by means of a distribution from
	the general share premium reserve (algemene agioreserve) of
	SPEAR;
(j)	designation of the Board as the competent body to (i) issue	N.A.	N.A.	N.A.
	Ordinary Shares and (ii) restrict or exclude pre-emptive rights upon
	issuance of Ordinary Shares with effect as of Completion;
(k)	cancellation of Ordinary Shares with effect prior to Completion; and	N.A.	N.A.	N.A.
(l)	conditional cancellation of all Ordinary Shares acquired under the	N.A.	N.A.	N.A.
	authorisation referred to under Proposal 2h
3	Closing	N.A.	N.A.	N.A.

Signature: ……………………………………………………………………….………………………………

Place: ……………………………………………………………………………………………………………

Date: ………………………………………………… 2023

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This proxy shall be in the possession of ABN AMRO Bank N.V., Gustav Mahlerlaan 10, 1082 PP Amsterdam ([e-mail]) no later than Wednesday 20 September 2023 at 17:30 (CET).

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