Insider Trading Regulations

1. Purpose

1. Green Earth Group N.V. is listed on Euronext Amsterdam under the ticker EARTH. As an issuer of listed shares it is subject to Regulation (EU) No 596/2014 on market abuse (MAR).
2. This regulation sets out when people working for or with the Company may and may not deal in its shares and other financial instruments, and how the Company identifies, protects, discloses and records inside information.
3. Its purpose is to prevent market abuse, including insider dealing, unlawful disclosure of inside information and market manipulation, in order to:
   1. protect the integrity of the financial markets; and
   2. strengthen investor confidence by ensuring that investors are protected against dealing on the basis of inside information.

When in doubt, do not trade. Ask the Compliance Officer first.

2. Scope

1. This regulation applies to the Company and its group companies.
2. It applies to the following persons (persons in scope):
   1. all employees of the Company and of its group companies, including the ventures;
   2. directors, officers, temporary staff, secondees, consultants, advisers and other persons acting on behalf of the Company who may have access to inside information;
   3. external advisers and contractors with access to non-public information about the Company; and
   4. immediate family members of the persons above, where they could be influenced by inside information.
3. Insiders (see section 3) are subject to every rule in this regulation. All other persons in scope are subject to every rule except the pre-clearance duty in section 7, paragraph 1, and the notification duties in sections 11 and 12 that apply only to the persons named there.
4. This regulation covers all financial instruments of the Company, including:
   1. the Company's ordinary shares (ISIN NL0009169515);
   2. options, warrants and other derivatives on the Company's shares; and
   3. any other instrument whose value is linked to or derived from the Company's shares.
5. Share options, share awards and share bonuses granted by the Company follow the terms of the individual option agreement or award certificate. The Compliance Officer checks each grant and each exercise against closed periods, insider lists and MAR before it takes place.
6. Carbon credits, including Verified Emission Reductions (VERs) produced by the ventures, are generally not financial instruments under MAR. This regulation does not apply to dealing in them unless a specific instrument has been structured as a financial instrument. If in doubt, ask the Compliance Officer.
7. This regulation continues to apply to a person for three months after their employment ends or after they cease to be an insider.
8. Where this regulation and the personnel regulations differ, this regulation prevails.

3. Definitions

In this regulation:

• AFM: the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).
• AP: the Dutch Data Protection Authority (Autoriteit Persoonsgegevens).
• Board: the management board of the Company, consisting of executive directors and non-executive directors.
• Closed period: a period set out in section 6, paragraph 1.
• Company: Green Earth Group N.V.
• Compliance Officer: the Compliance Officer of the Company, who performs the duties of the insider officer under this regulation (see section 15).
• Financial instruments: financial instruments as defined in Article 4(1), point 15, of Directive 2014/65/EU.
• Financial instruments of the Company: shares and other financial instruments issued by, or relating to, the Company, or issued by a group company whose instruments are admitted to trading on a regulated market or multilateral trading facility.
• Inside information: information as described in section 4.
• Insider: a person who:
  1. is an executive or non-executive director of the Company;
  2. holds a managerial position, without being a director, has regular access to inside information relating directly or indirectly to the Company, and has the power to take decisions affecting the Company's future developments and business prospects;
  3. because of their position, has access to inside information; or
  4. has been designated as an insider by their manager or by the Compliance Officer.
  A person who becomes an insider under (c) or (d) is notified in writing.
• Insider list: the list kept for a specific item of inside information under section 10, paragraph 1.
• MAR: Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.
• Open period: any period that is not a closed period.
• PCA (person closely associated): a person closely associated with a PDMR as defined in MAR, including a spouse or equivalent partner, a dependent child, certain relatives sharing the PDMR's household, and certain legal persons, trusts and partnerships connected with the PDMR.
• PDMR (person discharging managerial responsibilities): a person who is (a) a member of the Board, or (b) a senior executive who is not a member of the Board but has regular access to inside information and the power to take managerial decisions affecting the Company's future developments and business prospects.
• Related person: in relation to an insider:
  1. their spouse, registered partner or life partner;
  2. a child under their authority;
  3. another blood relative or relative by marriage who, on the transaction date, has shared their household for at least one year; and
  4. a legal person, trust or partnership that is managed by, controlled by or set up for the benefit of a person under (a), (b) or (c), or whose economic interests are substantially equivalent to those of such a person.
• Shares: shares within the meaning of Article 2:79(1) of the Dutch Civil Code; depositary receipts for shares and other transferable securities equivalent to them; other transferable securities; and options to acquire shares or depositary receipts for shares.
• Short Selling Regulation: Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps.
• STOR: a suspicious transaction and order report.
• Transaction: buying or selling financial instruments, directly or indirectly, for one's own account or for a third party, or any other legal act aimed at the (conditional) acquisition or disposal of financial instruments, including:
  1. an acquisition, disposal, short sale, subscription, exchange or conversion;
  2. accepting or exercising an option;
  3. entering into a derivative, such as a swap, future, forward, contract for difference or credit default swap;
  4. a conditional transaction;
  5. pledging shares, bonds or other financial instruments; and
  6. a transaction under a life insurance policy.
• Transaction date: the date on which a transaction is executed.
• Wft: the Financial Supervision Act (Wet op het financieel toezicht).

4. Inside information

1. Inside information is information of a precise nature which has not been made public, which relates directly or indirectly to the Company or to one or more financial instruments of the Company, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments (Article 7(1)(a) of MAR).
2. Information is of a precise nature if it indicates a set of circumstances which exists or may reasonably be expected to come into existence, or an event which has occurred or may reasonably be expected to occur, and it is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the prices of the financial instruments. In a protracted process intended to bring about, or resulting in, particular circumstances or a particular event, those future circumstances or that future event, and the intermediate steps connected with them, may be information of a precise nature (Article 7(2) of MAR).
3. An intermediate step in a protracted process is inside information if, by itself, it meets the criteria in this section (Article 7(3) of MAR).
4. Information is likely to have a significant effect on prices if a reasonable investor would be likely to use it as part of the basis of their investment decisions (Article 7(4) of MAR).
5. Inside information can exist at any time of year, not only before results are published. Typical examples:
   • knowing about a pending major partnership, acquisition or capital raise;
   • early sight of financial results or key performance indicators before they are published;
   • knowing about a regulatory decision or audit outcome that has not yet been disclosed; and
   • taking part in Board or executive discussions about material decisions.
6. If you are unsure whether what you know is inside information, ask the Compliance Officer before you place any trade. The Compliance Officer's own questions go to the CEO.

5. Prohibited conduct

1. No person in scope may:
   1. deal, or attempt to deal, on the basis of inside information;
   2. recommend or induce another person to deal on the basis of inside information;
   3. unlawfully disclose inside information;
   4. carry out a transaction in financial instruments of the Company during a closed period, directly or indirectly, for their own account or for a third party;
   5. manipulate, or attempt to manipulate, the market; or
   6. attempt any of the acts in (a) to (e).
2. An insider who holds inside information and carries out a personal transaction in financial instruments of the Company is presumed to have used that inside information, and to have breached paragraph 1, unless an exception in paragraph 7 applies or the insider shows that the transaction does not conflict with this regulation or with MAR.
3. An insider may not carry out a personal transaction that could foreseeably create the appearance of dealing on the basis of inside information.
4. A person who holds inside information may disclose it only in the normal exercise of their employment, profession or duties, and only to a person who is bound to confidentiality by law, professional rules, articles of association or contract.
5. Insiders must exercise restraint in personal transactions in financial instruments of the Company, in particular where a transaction could be regarded as excessive or highly speculative.
6. An insider may not carry out opposite personal transactions (for example a purchase and a sale) in financial instruments of the Company within the same open period. This does not apply to an insider who exercises employee share options and immediately sells the financial instruments obtained.
7. Paragraph 1 does not prevent:
   1. a transaction to fulfil an enforceable obligation that already existed when the person obtained the inside information or when the closed period began;
   2. the exercise of rights under an employee share scheme; or
   3. the acquisition of financial instruments of the Company through a dividend distribution, other than an optional (stock) dividend.
   These exceptions apply only so far as MAR permits. They never permit dealing on the basis of inside information.

6. Closed periods

1. A closed period is the period of 30 calendar days before the announcement of:
   1. the Company's annual (full-year) results; and
   2. the Company's half-yearly (interim) results.
2. During a closed period no person in scope may carry out a transaction in financial instruments of the Company, whether or not they hold inside information.
3. The CEO and the Director of Finance set the dates of each closed period. The CEO communicates each year's dates at the start of the year through the company-wide communication channel and confirms each closed period officially before it begins. Any change to a closed period, and any additional closed period, is announced without delay. Do not rely on estimates; always check the current calendar before placing a trade.
4. A request to deal during a closed period must be made in writing to the Compliance Officer; the Compliance Officer's own request goes to the CEO. It may be permitted only where an exception under MAR is available, and only after a documented review and written approval.

7. Pre-clearance

1. The following persons must obtain pre-clearance for every intended transaction or order in financial instruments of the Company, also outside closed periods:
   1. insiders; and
   2. senior staff: Director level and above, C-suite and members of the Board, the CEO included.
2. A request is made in writing to the Compliance Officer at least two business days before the intended trade date. The Compliance Officer's own requests go to the CEO.
3. As soon as reasonably possible, the Compliance Officer checks whether the transaction is permitted under this regulation and whether the interests of the Company oppose it, and confirms in writing whether it may proceed.
4. Unless the circumstances on which it was based change materially, a pre-clearance is valid for 24 hours from the moment it is given. The prohibitions in section 5 continue to apply throughout.
5. A transaction that has not been carried out within the period in paragraph 4 may be carried out or changed only after a new request has been made and approved under this section.
6. The person concerned, and any asset manager acting for them, does not disclose the pre-clearance decision to third parties.
7. Pre-clearance is not required to accept financial instruments of the Company under an employee share scheme, provided the conditions of that scheme are met.
8. Other persons in scope do not need pre-clearance outside closed periods, but are strongly encouraged to ask the Compliance Officer if they have any doubt whether they hold inside information.
9. Pre-clearance does not remove anyone's personal legal responsibility to comply with MAR.

8. Handling inside information

1. The Company:
   1. identifies and escalates potential inside information immediately;
   2. assesses potentially price-sensitive information case by case against the test in section 4;
   3. restricts access to inside information strictly to those who need to know;
   4. discloses inside information to the public as soon as possible, in the manner set out in paragraph 9, unless a lawful decision to delay is made and documented; and
   5. keeps the insider lists and records required by sections 10 and 11.
2. Any internal quantitative or materiality threshold is an escalation aid only. Information below such a threshold may still be inside information if it meets the test in section 4.
3. Anyone who becomes aware of information that may be inside information must notify the CEO or the Director of Finance immediately, and must not circulate it more widely than necessary.
4. Each assessment considers whether the information is precise, is not public, relates directly or indirectly to the Company or its financial instruments, and would be likely to have a significant effect on price if made public; and, in a protracted process, whether an intermediate step is itself inside information. It is recorded in writing at the time it is made, with the relevant facts, the date and time, the decision-makers, the analysis and the conclusion.
5. Inside information is made public as soon as possible, unless delay is permitted under Article 17(4) of MAR. Disclosure may be delayed only if all of the following conditions are met:
   1. immediate disclosure is likely to prejudice the legitimate interests of the Company;
   2. delay is not likely to mislead the public; and
   3. the Company is able to ensure the confidentiality of the information.
6. A written delay record is opened immediately. It records the date and time at which the inside information was identified, the decision-makers, the grounds for delay, the confidentiality measures taken, the persons responsible for monitoring, and the date and time of eventual disclosure.
7. If confidentiality is lost, or a sufficiently precise rumour indicates a leak, the Company announces the information as soon as possible.
8. After disclosing delayed inside information, the Company submits any notification or explanation that the AFM or another competent authority requires.
9. Inside information is made public in a way that gives the public fast access to it and allows a complete, correct and timely assessment of it (Article 17(1) of MAR). The Company:
   1. distributes the announcement through media that can reasonably be relied on to reach the public across the European Union, free of charge and at the same time for everyone;
   2. files the announcement with the AFM at the same time as it is made public, in the way the AFM prescribes;
   3. publishes the announcement on the Company's website, in a section that is easy to find, and keeps it there for at least five years; and
   4. does not combine the disclosure of inside information with the marketing of its activities.
   The announcement states clearly that it contains inside information, with the date and time of publication. Only the CEO, or a person the CEO authorises, releases it.

9. Market soundings

1. A market sounding is a communication of information to one or more potential investors, before a transaction is announced, to gauge their interest in a possible transaction and the conditions of it, such as its size or price, for example before a share issue, a placement or another capital raise (Article 11 of MAR).
2. Only the CEO, the Director of Finance, or an adviser or bank that the CEO has engaged in writing to act for the Company, may sound the market on behalf of the Company. Nobody else may approach potential investors about a transaction that has not been announced.
3. Before any market sounding, the person who will carry it out, together with the Compliance Officer, assesses whether it will involve the disclosure of inside information and records that assessment and the reasons for it in writing.
4. Where the sounding involves inside information, the person carrying it out, before disclosing it:
   1. obtains the consent of the person receiving the sounding to receive inside information;
   2. informs that person that they are prohibited from using the information, or attempting to use it, to deal in, or cancel or amend an order in, the financial instruments concerned, and from disclosing it; and
   3. informs that person that by agreeing to receive the information they are obliged to keep it confidential.
5. A written record is kept of every market sounding: the date and time, the persons contacted, the information given, the assessment under paragraph 3 and, where applicable, the consent and the notices under paragraph 4. Where a sounding is held by telephone or in a meeting, the record includes the agreed minutes or notes. Each person who receives inside information in a sounding is entered on the relevant insider list.
6. As soon as information disclosed in a market sounding ceases to be inside information, for example because the transaction will not go ahead or the information has become public, the Company informs every person who received it without delay (cleansing), and records the date and time it did so.
7. Records of market soundings are kept for at least five years and are provided to the AFM on request.
8. A person in scope who receives a market sounding from another issuer or market participant must not deal on it, and informs the Compliance Officer.

10. Insider lists and insider register

1. The Compliance Officer opens a separate, event-based insider list for each item of inside information.
2. Insider lists are drawn up and kept in the electronic format set by the European Commission on the basis of the standards of the European Securities and Markets Authority (ESMA) under Article 18(9) of MAR. Each insider list records at least: the name of the project, event or matter; the identity of each person on the list; the reason they are on it; the date and time their access began and, where applicable, ended; and the date and time the list was created and updated.
3. An insider list is updated promptly whenever a person is added, the reason for a person's inclusion changes, or a person ceases to have access.
4. Each person on an insider list is informed in writing of their obligations and of the sanctions for insider dealing and unlawful disclosure. Each person acknowledges in writing that they are aware of those obligations and sanctions (Article 18(2) of MAR). The Company keeps the notice and the signed acknowledgement. A person who has not acknowledged is not given further inside information until they have done so.
5. Advisers, banks, auditors and other persons acting on behalf of or for the account of the Company who have access to inside information about the Company keep their own insider lists in the same format (Article 18(1) of MAR). The Company requires this in their engagement, and they provide their lists to the Compliance Officer or the AFM on request. Keeping their own list does not change the Company's responsibility for its own list.
6. The Compliance Officer also keeps an insider register containing at least:
   1. the names and other required personal details of all insiders;
   2. the reason each person is included;
   3. the function of each person;
   4. how and when each person obtained, or ceased to have, access to inside information; and
   5. all notifications made under this regulation.
7. The Company is responsible for processing the personal data in the insider lists and the insider register. It processes that data only for the purposes of this regulation and no further than strictly necessary.
8. Where a legal obligation or a compelling interest requires it, data from the insider lists and the insider register may be provided to the AFM and the AP.
9. Insider lists and the insider register are kept for at least five years after they are drawn up or updated.
10. Anyone whose personal data is held may ask the Compliance Officer to see it. The Compliance Officer provides an overview of the data within two weeks of the request.
11. Anyone whose personal data is held may at any time ask the Compliance Officer to correct it. The person is told in writing within four weeks whether the request is granted. A refusal states its reasons. A granted correction is made as soon as possible.
12. Insider lists and the insider register are kept securely. Only the Compliance Officer and the chair of the Board may inspect them, and only where this is necessary for their duties.

11. PDMRs and PCAs

1. The PDMRs are the CEO, the members of the Board, and any senior executive whom the Compliance Officer determines meets the definition in section 3. A person becomes a PDMR when they are appointed to the Board, when they take up a senior executive role that meets that definition, or when the Compliance Officer so determines.
2. The Compliance Officer keeps a current list of all PDMRs and PCAs and reviews it every quarter, on each new appointment and whenever a role changes.
3. When a person becomes a PDMR:
   1. the Compliance Officer notifies them in writing of their obligations under MAR;
   2. the PDMR acknowledges receipt in writing;
   3. the PDMR identifies their PCAs to the Company; and
   4. the PDMR notifies each PCA in writing of their obligations and keeps a copy of that notice.
4. The list of PDMRs and PCAs is updated promptly after any appointment, resignation, change of role or change in a PCA's details.
5. Once the total amount of transactions within a calendar year reaches the threshold in Article 19(8) of MAR, each PDMR and each PCA must notify both the Company and the AFM of every subsequent transaction in the Company's shares or debt instruments, or in derivatives or other financial instruments linked to them, no later than three business days after the transaction date (Article 19(1) of MAR). The threshold is €20,000 per calendar year, calculated by adding all transactions without netting; this is the threshold set by MAR as amended by Regulation (EU) 2024/2809 (the Listing Act), which the AFM applies. If the AFM sets a different threshold under Article 19(9) of MAR, the threshold published by the AFM applies. When in doubt, notify.
6. The Company makes each notified transaction public promptly, and no later than three business days after the transaction date.
7. The closed periods in section 6 apply to PDMRs as required by Article 19(11) of MAR. A PDMR may deal during a closed period only under section 6, paragraph 4.

12. Other notifications to the AFM

1. Anyone, including an insider or a related person, whose holding of shares or voting rights in the Company reaches, exceeds or falls below a threshold set in Chapter 5.3 of the Wft (currently 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%) must notify the AFM without delay (onverwijld) (Article 5:38 of the Wft).
2. Executive and non-executive directors also notify the AFM of the shares and voting rights they hold in the Company, and of changes in them, where and for as long as Chapter 5.3 of the Wft requires this, within the period set there.
3. A person who holds a net short position in the Company's shares notifies the AFM where the Short Selling Regulation requires this, no later than 15:30 on the following trading day.
4. The Compliance Officer notifies the AFM without delay, by means of a STOR, of orders and transactions, including any cancellation or change of them, that could constitute insider dealing or market manipulation, or an attempt at either.

13. Records and confidentiality

1. The Compliance Officer keeps a record of:
   1. every exception or permission granted under this regulation;
   2. every pre-clearance request; and
   3. every transaction or order for which pre-clearance was given under section 7.
2. On request, an insider gives the Compliance Officer all information needed about their transactions in financial instruments of the Company.
3. Information obtained under this regulation is confidential and is treated as such. Only the Compliance Officer has access to it.
4. The Compliance Officer may nevertheless provide that information where the law, a court order or another reasonable necessity requires it, and may use it where necessary in special procedures or in a report of a breach to the Board and to the internal and external auditors of the Company or a group company.
5. All records under this regulation, including assessments, delay records, insider lists, the insider register, PDMR and PCA lists, acknowledgements, notifications and public disclosures, are kept securely in a system approved by the Compliance Officer for at least five years, or longer where the law requires.

14. Training and monitoring

1. Persons in scope who may have access to inside information receive training on inside information, confidentiality, delayed disclosure, insider lists, PDMR duties and dealing restrictions at onboarding and at least once a year after that.
2. The Compliance Officer periodically tests compliance with this regulation, including sample reviews of assessments, delay decisions, insider lists and transaction notifications.
3. The Compliance Officer reports to the Board each year after the end of the Company's financial year.

Common mistakes to avoid:

• treating information below an internal threshold as safe without applying the test in section 4;
• sharing a possible inside matter more widely than needed before the CEO or the Director of Finance has seen it;
• delaying disclosure without opening the written delay record at once; and
• placing a trade before written pre-clearance, or during a closed period.

15. Roles and responsibilities

The Compliance Officer performs the duties and holds the powers of the insider officer under this regulation. The Board may appoint one or more deputies, may withdraw such an appointment at any time, and may give the Compliance Officer additional duties and powers.

16. Reporting concerns

• Is a specific trade permitted? Ask the Compliance Officer (for the Compliance Officer's own trades: the CEO). Do not rely on informal advice from colleagues.
• Do you see or suspect a breach, including by a colleague? Report it to the Compliance Officer or the CEO directly, or through the channel in the Whistleblower and Non-Retaliation Policy, which is available to all staff. Reports can be made anonymously. A report about the CEO goes to the chair of the Board, never to the CEO. Anyone outside the Company can report a concern by email to contact@green.earth.
• Reporting to the AFM. Anyone may also report an actual or potential breach of MAR directly to the AFM, through the AFM's reporting point for breaches (Article 32 of MAR). You do not need to report internally first, and you are protected against retaliation for a report made in good faith.
• Escalation. A suspected breach, a leak of inside information, an unlawful disclosure, an insider dealing concern or a failure to notify a managers' transaction must be escalated immediately to the Compliance Officer and, where appropriate, to the CEO, the Director of Finance or the Board.

17. Breaches

1. Insider dealing, unlawful disclosure of inside information and market manipulation are prohibited by MAR and are criminal offences under Dutch law. A breach of market abuse law may lead to criminal and administrative sanctions, including fines and imprisonment for individuals, fines for the Company, and disgorgement of any profit made. It also damages the reputation of the Company and its listing.
2. Under the Economic Offences Act (Wet op de economische delicten), a breach of Articles 17, 18, 19 or 20 of MAR is an economic offence, and a crime where it is committed intentionally.
3. A breach of this regulation results in immediate suspension and is likely to lead to termination of employment or of the engagement.
4. Before the Compliance Officer reports a breach, the Compliance Officer informs the person concerned of the intended report. That person may respond, and their response is attached to the report.
5. The Company cooperates fully with the AFM and other authorities in any investigation.

18. Approval and review

1. This regulation is approved by the Chief Executive Officer on behalf of the Board. The Board may amend it.
2. This regulation, and each amendment to it, takes effect on the day after the Board adopts it, or on a later date set by the Board.
3. The Head of Legal owns this regulation. It is reviewed at least once a year, and whenever there is a material legal, regulatory or organisational change.
4. Dutch law applies to this regulation.
5. This regulation is binding in all its parts.

History: the first version was adopted by the board of the Company, then named DGB Group N.V., on 8 January 2018 and applied from 9 January 2018.