SPEAR Investments I B : Draft Minutes for AGM

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MINUTES FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SPEAR INVESTMENTS I B.V.

Held on Tuesday 7 June 2023 at 12:00 CET at Keizersgracht 62, Amsterdam.

Acting Chairperson: Joes Leopold, SPEAR CFO.

1. OPENING AND ANNOUNCEMENTS

Ladies and Gentlemen,

I herewith open the annual general meeting of shareholders of SPEAR Investments I B.V. and welcome all present.

My name is Joes Leopold and as CFO I will chair this meeting.

On behalf of SPEAR's Board, Mr. St. John and Mr. Lucaya are present. Furthermore, Mr. Wever and Mr. Galas from Mazars Accountants N.V., and Mr. Buijn, deputising for Ms. Leemrijse, notary at Allen & Overy, are present at this meeting. Mr. Rosen will act as Secretary of the meeting.

I kindly note that voting for this meeting was possible by written proxy including voting instructions to the notary.

We appreciate your understanding that the official language of this meeting will be English.

Minutes will be made of the proceedings of this meeting. For this purpose, an audio recording will be made of this meeting. A draft of these minutes will be made available on SPEAR's website within 3 months from today. Shareholders wishing to respond or comment to these minutes may do so within 3 months from the date of such publication. After that period, the minutes will be adopted in accordance with SPEAR's articles of association.

This General Meeting has been convened with due observance of all relevant provisions of the law and SPEAR's articles of association. This means that legally valid resolutions can be adopted. The notice of the meeting was published on the corporate website on April 26, 2023. The agenda and explanatory notes, together with the other meeting documents, were also available free of charge at the offices of SPEAR and at ABN AMRO from that same date. The record date of this General Meeting was on May 10, 2023.

The Board has not received any questions from shareholders to address any other questions than the items that have been included in the respective agenda items, so we are now moving to the discussion of those items that have been included on today's agenda.

I can inform you that:

• TOTAL NUMBER OF SHARES OUTSTANDING ON THE RECORD DATE:
  98,800,000 Ordinary Shares were outstanding on the record date, of which 93,736,088 are held in treasury by SPEAR, and therefore 5,063,912 Ordinary Shares may be voted on.
  Further, 5,000,000 Special Shares are outstanding, of which 625,000 are held in treasury by SPEAR, and therefore 4,375,000 Special Shares may be voted on.

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Lastly, 1 Capital Share is outstanding, which do not grant voting rights.

• TOTAL NUMBER OF SHARES REPRESENTED:

1,673,028 Ordinary Shares and 2,984,102 Special Shares are represented at this meeting, representing approximately 49.34% of the total number of shares outstanding on the record date, not taking into account the treasury shares.

The notary received voting instructions for 1,673,028 Ordinary Shares and 2,984,102 Special Shares in advance of the meeting.

We will first proceed with agenda item 2.

2. AGENDA ITEM 2

(2a) Board Report for the financial year 2022

I would like to continue with agenda item 2: the report of the Board for the financial year 2022.

I also note that this item will not be voted on.

The company held an EGM in January 2023 in which the shareholders approved the extension of the Business Combination deadline for a maximum of 9 months to 15 November 2023 at the latest, by approving an initial 3-month extension and giving SPEAR's board the right to approve six further extensions of 1 month. The company allowed all shareholders prior to and in conjunction with the EGM to redeem their shares. 5,063,912 shares were not redeemed, equating to more than EUR 50 million of capital. Non- redeeming shareholders were to receive a total fixed amount of EUR 525k for the first 3-month extension to be divided between them pro rata, and an additional fixed total amount of EUR 175k per month was to be received for each additional 1 month. Redeeming shareholders received EUR 10.20 per share in accordance with SPEAR's prospectus.

[Mr. Leopold summarises SPEAR's 2022 financial results, as published on SPEAR's website.]

(2b) Remuneration report for the financial year 2022 (advisory voting item)

I now turn to agenda item 2b: Remuneration report for the financial year 2022.

Introduction: The SPEAR Remuneration Report explains the application of the respective policies in 2022. The report is prepared in accordance with Section 135b in conjunction with Section 187 of Book 2 of the Dutch Civil Code and is brought in line with the EU-guidelines based on the EU Shareholders' Rights Directive, SRD II.

The General Meeting has an advisory vote on the Remuneration Report. It is proposed to the General Meeting to approve the Remuneration Report 2022. SPEAR will include this advisory vote also in its considerations for next year's Remuneration Report.

I will briefly elaborate upon this agenda item.

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The Remuneration Report describes SPEAR's remuneration policy and the actual remuneration paid to members of the Board in 2022. The Remuneration Report 2022 is published separately on SPEAR's website, and is outlined in the Board Report on page 16.

I will now inform you of the voting instructions that have been given to the notary.

The notary informed me that he received the following voting instructions:

FOR: 4,657,130

AGAINST: 0

ABSTAINED: 0

I thereby establish that the General Meeting has given a positive advice about the Remuneration Report of SPEAR for the year 2022.

I now turn to agenda item 3: Adoption of the Annual Accounts 2022.

(3) Adoption of the Annual Accounts for the financial year 2022 (voting item)

Introduction: On 26 April 2023, the Board members signed the Annual Accounts 2022 drawn up by the Board. The Annual Accounts were published on 26 April 2023. The Annual Accounts and the notes thereto, together with the approving Auditor's Report, have been made available for inspection. I will now hand over to Mr. Wever from Mazars who will present the Auditor's report.

[Mr. Wever presents the Auditor's reports and notes that in Mazars' opinion the financial statements give a true and fair view of the financial position of SPEAR Investments I B.V. as at 31 December 2022 and of its result and its cash flows for 2022 in accordance with International Financial Reporting Standards as adopted by the European Union (EU- IFRS) and with Part 9 of Book 2 of the Dutch Civil Code. Mr. Wever noted the inclusion of matters of emphasis regarding the going concern paragraph in relation to the impending Business Combination deadline. Mazars drew attention to note 1 (General - Going concern) of the financial statements which indicates that if the Company does not complete a business combination prior to the Business Combination Deadline of 15 November 2023, the company must be dissolved and liquidated and the Ordinary Shares and Market Warrants will be delisted.]

I will now inform you of the voting instructions that have been given to the notary.

The notary informed me that he received the following voting instructions:

FOR: 4,657,130

AGAINST: 0

ABSTAINED: 0

Thank you. I establish that the General Meeting has resolved to adopt the annual accounts of SPEAR for the financial year 2022.

I now turn to agenda item 4: Release from liability of members of the Board.

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(4a) Release from liability of the executive members of the Board with respect to the performance of their duties during the financial year 2022 (voting item)

Agenda item 4a pertains to the release from liability of the executive members of the Board with respect to the performance of their duties during the financial year 2022.

I will now inform you of the voting instructions that have been given to the notary.

The notary informed me that he received the following voting instructions:

FOR: 4,657,130

AGAINST: 0

ABSTAINED: 0

Thank you. I establish that the General Meeting has resolved to discharge the executive members of the Board from liability for the performance of their duties in the financial year 2022.

(4b) Release from liability of the non-executive members of the Board with respect to the performance of their duties during the financial year 2022 (voting item)

Agenda item 4b pertains to the release from liability of the non-executive members of the Board with respect to the performance of their duties during the financial year 2022.

I will now inform you of the voting instructions that have been given to the notary.

The notary informed me that he received the following voting instructions:

FOR: 4,657,130

AGAINST: 0

ABSTAINED: 0

Thank you. I therefore establish that the General Meeting has resolved to discharge the non-executive members of the Board from liability for the performance of their duties in the financial year 2022.

I now turn to agenda item 5: Instruction to Mazars Accountants N.V. for the external audit of the Company's annual accounts for the financial year 2023.

1. Instruction to Mazars Accountants N.V. for the external audit of the Company's annual accounts for the financial year 2023 (voting item)

On behalf of the Chairman of our Audit Committee I would like to provide some background on this agenda point.

Pursuant to article 393, book 2 of the Dutch civil code, the General Meeting charges an external auditor with the task of auditing the financial statements.

The Board and the Audit Committee have evaluated the activities performed for the Company by Mazars Accountants N.V. We assessed the quality of work executed by Mazars.

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It is apparent that Mazars is capable of forming an independent judgement concerning all matters that fall within the scope of its auditing task. They have a thorough understanding of the risks and opportunities of a SPAC-company and strong accounting expertise with a good balance between the effectiveness and efficiency of SPEAR's actions, for example in relation to auditing costs, risk management and reliability.

The Audit Committee and Board believe it is wise to ensure continuity at this stage of development of

SPEAR.

The focus of the audit has been discussed and approved in the Audit Committee. The findings have been shared in an open and constructive manner among Mazars, SPEAR and the Audit Committee.

On this basis and considering the solid work performed by Mazars, the Board, upon recommendation of its Audit Committee, proposes to reappoint Mazars Accountants N.V. as the external auditor of SPEAR for the financial year 2023.

I will now inform you of the voting instructions that have been given to the notary.

The notary informed me that he received the following voting instructions:

FOR: 4,657,130

AGAINST: 0

ABSTAINED: 0

Thank you. I establish that the General Meeting has resolved to appoint Mazars as external auditor of SPEAR for the audit of the annual accounts 2023.

[There being no further business, the meeting was closed.]

Joes Leopold

Acting Chairperson of SPEAR Investments I BV

Michael Rosen

COO of SPEAR Investments I BV and Company Secretary

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