SPEAR Investments I B : Executive Directors Remuneration Policy

Agreed form 31 July 2023

REMUNERATION POLICY EXECUTIVE DIRECTORS

OF

QEV N.V.

D R A F T

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1. INTRODUCTION

Set forth below is the remuneration policy of the executive directors of the Company (the "Remuneration Policy") of QEV N.V. (the "Company", also referred to as "we", "our" or "us") as adopted by the general meeting of shareholders of the Company (the "General Meeting") on [⚫]. It describes the policies, structures, principles and elements of remuneration of the executive directors of the Company (the "Executive Directors"). The Executive Directors and the non-executive directors of the Company (the "Non-ExecutiveDirectors", and jointly with the Executive Directors, the "Directors"), together form the board of the Company (the "Board").

This Remuneration Policy is implemented in accordance with the following principles, setting out the way the Remuneration Policy contributes to the Company strategy, the short- and long-term interests of the Company and the sustainability of the Company and how it takes into account the identity, mission and values of the Company:

1. The Remuneration Policy aims to attract, motivate and retain highly qualified individuals and reward them with a market competitive remuneration package that focuses on achieving sustainable financial results aligned with the long-term business strategy of the Company. The Remuneration Policy fosters alignment of interests of the Executive Directors with its shareholders and other stakeholders.
2. The Remuneration Policy is designed in the context of competitive market trends, statutory requirements, corporate governance best practice, the societal context around remuneration and the interests of the Company's shareholders and other stakeholders.
3. The Remuneration Policy is designed to ensure fairness and transparency, in order to achieve consistency and alignment in, amongst others, remuneration changes, salary structures and the design of variable compensation where possible.

This Remuneration Policy takes into account all applicable laws and regulations, such as, the Dutch Civil Code, the Dutch Corporate Governance Code, the articles of association of the Company (the "Articles of Association") and the rules of the Board, as applicable from time to time.

All amounts mentioned in this Remuneration Policy are gross amounts.

2. GOVERNANCE OF THE REMUNERATION POLICY

1. Establishment of the Remuneration Policy
   This Remuneration Policy was adopted by the General Meeting on [⚫] 2023. The Remuneration Policy is governed by and construed in accordance with Dutch law.
   The Remuneration Policy will be presented to the General Meeting at least every four years at the proposal of the Board, which shall be prepared by the selection, appointment and remuneration committee of the Company (the "Selection, Appointment and Remuneration Committee").
2. Amendment of the Remuneration Policy

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The Board shall, upon the initiative of the Selection, Appointment and Remuneration Committee, review the Remuneration Policy on a regular basis. External advisors may be consulted as required to provide advice and information to the Selection, Appointment and Remuneration Committee for the development and implementation of the Remuneration Policy. Changes to the Remuneration Policy must be adopted by the General Meeting upon a proposal of the Board in accordance with applicable law.

2.3. Operation of the Remuneration Policy

The Board is responsible for the implementation of the Remuneration Policy. The remuneration of, and other agreements with, the Directors are determined by the Board, with due observance of the Remuneration Policy. The Selection, Appointment and Remuneration Committee shall prepare the proposal of the Board for the determination of the remuneration of the Executive Directors. In its annual remuneration report, which shall be prepared by the Selection, Appointment and Remuneration Committee, the Board will communicate clearly and transparently to the Company's stakeholders how this Remuneration Policy has been implemented.

1. OBJECTIVES OF THE REMUNERATION POLICY
   The Company holds the view that this Remuneration Policy serves the following objectives:
2. 1. reflect the interests of all stakeholders. Technology leadership, customer value creation and employee engagement are the key drivers of sustainable returns to our shareholders;
   2. attract and retain the Executive Directors that have the talent and skills to develop and expand the business, while at the same time taking into account societal trends and perceptions;
   3. takes into account the identity, mission and values of the Company as well as the social support on remuneration. This is reflected by determining a remuneration structure that intend to be competitive in the relevant labour market, while at the same time being aware of societal trends and perception;
   4. does not encourage Executive Directors to act in their own interest, nor to take risks that are not in line with the strategy formulated and the risk appetite that has been established;
   5. create long-term value, contribute to the Company's strategy and enhance the sustainable development of the Company; and
   6. takes into account the internal pay ratios within the Company, in order to strive for a balanced and fair remuneration practice while observing the objectives outlined above.
3. REMUNERATION OF THE EXECUTIVE DIRECTORS
   As of their appointment, the Company will pay each Executive Director a gross monthly fee of maximum €20,833 and therefore a gross annual maximum fee of €250,000. The actual base salary and increases will be reported in the remuneration report. Any personal taxes due in relation to this fee or any other benefits deemed realised in relation to a Board position are for the account of the relevant Executive Director.

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The Executive Directors are eligible to receive an annual bonus subject to the achievement of certain pre-determined financial, strategic and operational performance measures, supporting the overall focus on sustainable long-term value creation by the Company. The target annual bonus the Executive Directors are entitles to receive is maximum 35% of their base salary.

The performance measures for the variable compensation are set by the Selection, Appointment and Remuneration Committee, and consist of financial and non-financial measures in such a way that an optimal balance is achieved between the various Company objectives, both in the short term and the long term. By doing so, it is ensured that the variable compensation contributes to the strategy, long-term interests and sustainability of the Company. The Selection, Appointment and Remuneration Committee may adjust the performance measures as outlined in this policy, if required by changed strategic priorities in any given year. The Selection, Appointment and Remuneration Committee assesses the extent to which performance measures are met at the end of a performance period. The statutory provisions that pertains to the clawback of variable remuneration are applicable.

Executive Directors could be entitled to a maximum severance pay of two year's base salary, and are not eligible to participate in a pension scheme or other pension related benefits, such as old-age and life insurance.

Executive Directors shall be reimbursed for all reasonable costs, such as costs for relocation, incurred with the consent of the Board as a whole, and shall be reimbursed for health insurance for the Executive Directors and their family unit. The Company will arrange for and pay for a directors and officers (D&O) liability insurance for the Executive Directors.

The Company and any of its subsidiaries shall not grant personal loans, guarantees or similar facilities to Executive Directors.

The Company and the Executive Directors may, insofar as permitted by law, make use of the possibility to agree on an allowance for extra-territorial expenses as referred to in article 10ea of the Dutch Wage Tax Implementation Decree 1965 (Uitvoeringsbesluit loonbelasting 1965), as applicable from time to time.

5. EMPLOYEE STOCK OPTION PLAN

The Company has developed an Employee Stock Option Plan ("ESOP"), aimed at fostering an engaged employee community who can share in the successes of the Company as it grows and matures. As certain employees have the opportunity to participate in the ESOP, the Executive Directors' long-term compensation is thus in line with part of the broader workforce.

Under the ESOP, certain employees will be entitled to receive shares of the Company. The shares received under the ESOP will be subject to a lock-up period to align shareholder interests and increase retention of participating employees within the Company. Participants in the ESOP are eligible to receive shares, dependent on the Company's stock price achieving certain milestones, provided that the participants are still employed in the Company and the shares are held through the lock-up period. The milestones are chosen in such a way that an optimal balance is achieved between the direct interest of the Company's investors and the

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long-term financial success of the Company. By doing so, the ESOP contributes to the strategy, long-term interests and sustainability of the Company.

The Directors will have the opportunity to participate in the ESOP alongside other employees of the Company.

The specific allocation of the accrued shares to the Executive Directors will be subject to approval by the Board, considering the proposal of the Selection, Appointment and Remuneration Committee. The Executive Directors do not participate in the deliberation and decision-making regarding the determination of the remuneration of the Executive Directors.

A maximum of 700,000 shares will be paid to the participants in case all the below milestones are completed (the "Maximum ESOP Shares"). This maximum number of shares is the maximum number of shares that can be granted to both Executive Directors and other employees under the ESOP. The participants will be entitled to receive the corresponding shares in the following tranches and in accordance with the completion of the following ESOP milestones (the "ESOP Milestones"):

• Tranche 1: Tranche 1 of the ESOP is equivalent to 1/3 of the Maximum ESOP Shares, this is a total of 233,333 shares. Tranche 1 will be unlocked in case the price of the share reaches €12 per share.
• Tranche 2: Tranche 2 of the ESOP is equivalent to 1/3 of the Maximum ESOP Shares, this is a total of 233,333 shares. Tranche 2 will be unlocked in case the price of the share reaches €13 per share.
• Tranche 3: Tranche 3 of the ESOP is equivalent to 1/3 of the Maximum ESOP Shares, this is a total of 233,334 shares. Tranche 3 will be unlocked in case the price of the share reaches €14 per share.

The amount of ESOP shares which are accrued at each given time is referred to as the Accrued ESOP Shares. The Accrued ESOP Shares will be vested monthly at a rate of 1/36 per month upon completion of the relevant ESOP Milestone.

The specific allocation of the number of Accrued ESOP Shares at each time to each of the participants will be approved by the Board, considering the proposal of the Selection, Appointment and Remuneration Committee.

Lock-up Period

Each participant shall not, except as set forth below, transfer or dispose the Accrued ESOP Shares in favor of any third party until the following periods have elapsed:

1. Once twenty-four (24) months have elapsed (as from the day the relevant Accrued ESOP Shares vested): one third (1/3) of the Accrued ESOP Shares will be released from the lock-up provision.
2. Once thirty (30) months have elapsed (as from the day the relevant Accrued ESOP Shares vested): an additional one third (1/3) of the Accrued ESOP Shares will be released from the lock-up provision.

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