Notification and agenda
TO:
ALL SHAREHOLDERS OF THE KINGFISH COMPANY N.V.
Kats, 24 November 2025
Re: Convening notice, agenda with explanatory notes and proxy for the extraordinary general meeting of The Kingfish Company N.V.
Dear Shareholder,
On behalf of the supervisory board (Supervisory Board) we herewith invite you to the extraordinary general meeting of The Kingfish Company N.V., a limited liability company (naamloze vennootschap), having its statutory seat (zetel) and offices at Oost-Zeedijk 13, 4485 PM Kats, the Netherlands, registered with the trade register of the Dutch Chamber of Commerce under number 64625060 (Company).
The extraordinary general meeting of the Company is to be held at the offices of the Company at Oost-Zeedijk 13, 4485 PM Kats, the Netherlands, on 23 December 2025 at 14.00 hours (CET) (EGM).
GENERAL INFORMATION
Meeting documents
The agenda with explanatory notes thereto are available on the Company’s website (www.thekingfishcompany.com) as from today. These documents are also available, free of charge, for inspection at the offices of the Company at Oost-Zeedijk 13, 4485 PM Kats, the Netherlands.
Record date
For purpose of the EGM, those persons who are registered with the Norwegian Central Securities Depository (VPS) as shareholder in the Company per 25 November 2025 (after processing of settlements on that date in the VPS) (Record Date) are entitled to attend, speak and if applicable vote at the EGM, regardless of whether the shares in the Company are still held by them at the date of the EGM.
Attendance EGM
All shareholders, persons with meeting rights or their proxies who wish to attend and speak at the EGM are required to register their intention to attend the EGM by sending a notification to j.valette@thekingfishcompany.com, no later than 16 December 2025, 12.00 p.m. (CET). All persons wishing to attend the EGM should be able to identify themselves at the EGM by means of valid passport, identity card or driver’s license. Attendees may also be asked to produce proof of shareholding on the Record Date (together with, if applicable, a written proxy and, in case of a legal persons/entity, evidence of the authority of the person) and may be declined access in case such proof is not produced. The Company may ask the relevant person for additional details.
Registration and identification at the venue
Registration for admission to the EGM will take place at the registration desk at the meeting venue between 13.30 CET and the commencement of the EGM on 23 December 2025. It is not possible to register after this time. Attendees will be asked to produce proof of identity and shareholding on the Record Date (together with, if applicable, a written proxy and, in case of a legal persons/entity, evidence of the authority of the person) and may be declined access in case such proof is not produced. The Company may ask the relevant person for additional details.
Live voting and voting in advance
Registered shareholders or their proxies will be allowed to cast their vote during the meeting.
Further, shareholders or other persons with voting rights who wish to cast their votes in advance may send their votes to DNB Bank ASA by sending such votes to vote@dnb.no, no later than 16 December 2025, 12.00 p.m. (CET).
Proxy voting procedure
Shareholders or other persons with voting rights that will not be attending the EGM (either in person or by proxy), but nonetheless wish to participate in the decision-making process, may grant a proxy to Jean-Charles Valette, the Company’s Chief Financial Officer. By providing the proxy voting instruction, such person grants a proxy to vote on the shares at the EGM in accordance with the instructions. To that effect, the shareholder or other person with voting rights must submit a duly completed and signed proxy voting instruction form to DNB Bank ASA, by sending the proxy voting instruction form to vote@dnb.no, by no later than 16 December 2025, 12.00 p.m. (CET). The proxy voting instruction form is published with this convening notice on the Company’s website (www.the-kingfish-company.com) and through the Company’s stock exchange notice calling the EGM as published on www.newsweb.oslobors.no. This proxy can also be obtained from DNB Bank ASA by sending a request to that end to vote@dnb.no and can also be obtained from the Company by sending a request to that end to j.valette@thekingfishcompany.com.
DOWNLOAD
Proxy for Extraordinary General Meeting: 23 December 2025
Questions
Shareholders or other persons with meeting rights may submit questions relating to the EGM agenda items prior to the EGM. Questions must be delivered to Jean-Charles Valette, by email to j.valette@thekingfishcompany.com, no later than 16 December 2025, 12.00 p.m. (CET). The Supervisory Board shall try to answer these questions during the EGM. The answers to the questions shall be included in the minutes of the EGM, which will be published on the Company’s website (https://thekingfishcompany.com/) as soon as possible after the EGM.
Personal data
The Company reserves the right to record the proceedings at the EGM, for use in future events, publications, social media or press-related activities connected to the event. Recording may be in the form of photography, video recordings or audio recordings. By attending the event you consent to being photographed and/or audio and/or video recorded at the event and grant the organizers the perpetual right to use your likeness, image, photo and voice, without financial compensation, for possible use in conjunction with related future events, publications, social media or press-related activities. A copy of the Company’s privacy statement can be found here.
AGENDA WITH EXPLANATORY NOTES
The EGM will be opened by the chairman of the Company’s supervisory board (Supervisory Board), or in his absence by a person so designated by the Supervisory Board. Failing such appointment by the Supervisory Board, the EGM may elect the chairman of the EGM.
The chairman of the EGM will, prior to the EGM, make a record of persons registered with VPS as shareholder who have submitted (i) proxy voting instructions through DNB Bank ASA and (ii) have cast their votes in advance.
The agenda for the EGM is as follows:
- OPENING AND ANNOUNCEMENTS
- ACCEPTANCE OF RETIREMENT OF MR VINCENT ERENST (RESOLUTION)
Mr. Erenst will retire as a managing director and Chief Executive officer of the Company, effective 31 December 2025. The Supervisory Board proposes that the general meeting adopts the resolution to accept his retirement and to grant a discharge for the performance of his duties as managing director of the Company.
- THE APPOINTMENT OF KARL BUIKS AS MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER OF THE COMPANY (RESOLUTION)
In accordance with the Company’s articles of association, managing directors of the Company are appointed by the Company’s general meeting upon the recommendation of the Supervisory Board.
The Supervisory Board unanimously recommends the appointment of Mr. Karl Buiks as member of the management board of the Company and to grant him the title of Chief Executive Officer of the Company, effective as of 1 January 2026.
Reference is made to the Company’s stock exchange notice published on 20 November 2025, see https://live.euronext.com/en/product/equities/NL00150001S5-MERK#CompanyPressRelease-12848341. Upon adoption of the proposed appointment of Mr. Buiks, the number of members of the management board of the Company will be set at two (2).
The works council has been granted the opportunity to give its point of view (standpuntbepaling) on this proposal, such within the meaning of section 2:134a of the Dutch Civil Code, and has indicated to have a positive view on the proposed appointment. The written point of view of the works council is available, free of charge, for inspection at the offices of the Company at Oost-Zeedijk 13, 4485 PM Kats, the Netherlands.
Bio of Mr. Buiks:
Karl Buiks joins The Kingfish Company as an experienced international business leader with more than 25 years in the food and beverage industry, with senior roles at PepsiCo, FrieslandCampina and Kerry Group. His career spans leadership positions in finance, sales, marketing, and full P&L management across both international B2C and B2B environments, including managing operations of up to $800 million in revenue.
Before joining The Kingfish Company, Karl was Vice President Foodservice and Vice President Marketing & Strategic Planning at Kerry Group, where he also helped develop sustainable nutrition platforms and brought consumer-driven innovation to market.
Throughout his career, Karl has been a strong advocate for responsible value chains, innovation in food systems, and embedding sustainability into business strategy.
Karl holds a Master’s degree in Business Administration from Erasmus University Rotterdam.
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The Kingfish Company N.V. is a Dutch limited liability company (naamloze vennootschap). As of the Record Date and the date of this notice, the Company has issued 142,694,048 shares, each of which represents one vote.
For the purpose of the EGM the total number of issued shares in the Company for which votes can be cast is set at the Record Date.