Minutes of the formal Members’ Council meeting on 30 March 2023

On Thursday, 30 March, the first formal 2023 Members' Council meeting led by Jack Goossens, chair of the Supervisory Board, took place in Aalsmeer.

After approving the minutes of the previous formal Members' Council meeting, it was time for another fixed item on the agenda of this meeting: a further introduction between one of the Supervisory Board (SB) members and the Members' Council. This time, SB member Evert van Helvoort talked a bit more about himself, his career and his role within Royal FloraHolland. This is a valuable part of this meeting, as it contributes to good cooperation within the governance structure of our cooperative: the Members' Council, the Supervisory Board and the Management Board.

Next on the agenda were the 2022 annual report and the annual accounts. After an explanation from CEO Steven van Schilfgaarde, CFO David van Mechelen and SB chairman Jack Goossens, the Audit Committee, Finance Committee and PwC representatives were also given the floor. They issued an approved statement on the process followed and the figures presented in the annual report. After the Members' Council were given the opportunity to ask a few more questions, it was time to move on to the vote on the 2022 annual report and annual accounts. Following this formal vote, there was an update from the Management Board on key developments in the industry and within the company, with room for questions and comments from Members' Council members.

The items below were on the agenda of the Members' Council meeting. Under the supervision of the voting committee, a positive vote was taken on all the points tabled.

1. Payment of the 7th annual instalment (Certificate E) (decision-making)

In so far as the credit balance per member with certificate A exceeds €20,000, the excess of his credit balance in the participation account as of 31 December 2016 is recognised as the ‘final balance’. This credit balance, as well as the participation account amount of a former member as of that date, is hereinafter also referred to as the ‘final balance’.

The final balance of a member or former member shall be paid to that member or former member in eight equal annual instalments, subject, however, to the condition that the Members' Council, on the proposal of the Management Board, in each case within the framework of the adoption of the annual accounts for the previous financial year, resolves to distribute and make said instalment payable.

Subject to Article 40.3 of the articles of association, the Management Board proposes to distribute the 7th annual instalment amounting to €2,496,000.

2. Payment of certificate A balance in the case of terminated membership as of 2019 (decision-making)
The Members' Council is asked to approve the payment of the certificate A balance in the case of terminated membership as of 2019.

3. Adopting the annual accounts 2022 (decision-making)
The Members' Council is asked to formally adopt the 2022 annual accounts.

4. Discharge of the Management Board (decision-making)
It is proposed to the Members’ Council to discharge the members of the Management Board from liability for the policy pursued in the financial year in question.

5. Discharge of SB (decision-making)
It is proposed to the Members’ Council to discharge the members of the Supervisory Board from liability for supervision in the financial year in question.