Green Earth Group N.V. (“Green Earth” or “the Group”) (Euronext: EARTH, ISIN: NL0009169515), a leading end-to-end developer of nature-based solutions, announces a proposal to amend its Articles of Association to formally reflect in the Group’s governance its consideration for nature, the environment, and the interests of all stakeholders. The amendment will support Green Earth’s intended B Corp certification and make its environmental mission part of the Group’s official legal framework. It also updates Article 19 to provide for hybrid and, where legally permitted, fully digital general meetings, subject to the applicable statutory conditions and safeguards. Those provisions will apply only to the extent and from the time permitted by applicable law. The amendment is subject to shareholder approval and will be submitted to shareholders at an Extraordinary General Meeting (“EGM”) on Thursday, 15 October 2026, at 14:00h CEST.
For Green Earth, sustainability and nature restoration are the foundation of the business. By proposing to embed that commitment in the Articles of Association, Green Earth is taking the next step from expressing its purpose to formally incorporating it into how the Group is governed and how long-term decisions are considered.
“Our business is built around restoring nature, and we believe that commitment should be visible in the legal foundation of our company. We are not merely describing Green Earth as a green company; we are asking shareholders to put that purpose into our Articles of Association. That is a meaningful step, because it makes our mission part of how Green Earth is governed for the long term. The other proposals give us the practical flexibility to finance responsible growth, pursue acquisitions, and broaden employee ownership,” said Selwyn Duijvestijn, CEO of Green Earth.
Under agenda item 5, shareholders will be asked to approve the Green Earth Employee Share Ownership Plan 2026 and, as part of the same resolution, a related 18-month authority to issue up to 1,000,000 ordinary shares, grant subscription rights and, to the extent required, restrict or exclude pre-emption rights. The 1,000,000-share limit is the aggregate plan ceiling. Subject to the plan’s terms and conditions, participating employees may receive one additional ordinary share for every three shares they purchase.
Under agenda item 6A, Green Earth is seeking, in a single resolution, an 18-month authority for general corporate purposes to (i) issue up to 4,045,937 ordinary shares, equivalent to 30.0% of the 13,486,459 ordinary shares currently in issue, and grant subscription rights, and (ii) restrict or exclude statutory pre-emption rights solely in connection with such issuances or grants. Under separate agenda item 6B, Green Earth is seeking a similarly combined 18-month authority to issue up to 13,486,459 ordinary shares, equivalent to 100.0% of the ordinary shares currently in issue, and grant subscription rights, with the related ability to restrict or exclude statutory pre-emption rights, solely for acquisitions and strategic transactions, including mergers and acquisitions of, or investments in, carbon assets, carbon projects, carbon credits, and related project, land-use, forestry, and contractual rights. Neither authority commits Green Earth to issue shares; use remains subject to the Articles of Association in force at the time, sufficient available authorised share capital, and applicable laws and regulations. The stated maxima are corporate-law ceilings and do not by themselves establish that a prospectus exemption applies. Any offer, issue, or admission to trading will be assessed transaction by transaction, including applicable rolling 12-month thresholds, employee and acquisition-specific exemptions, and mandatory bid rules.
The Board will also provide an update on Green Earth’s strategic direction and outlook, including its nature-based project portfolio and priorities for sustainable long-term growth.
Shareholder information
The record date for participation in the EGM is Thursday, 17 September 2026. Shareholders wishing to attend or appoint a proxy must register no later than Friday, 9 October 2026 at 17:00h CEST via their intermediary or through ir@green.earth.
The complete agenda, explanatory notes, and other meeting documents are available as of today on Green Earth’s website at www.green.earth/invest/investor-events. All relevant documents for the EGM are also available for inspection at Green Earth’s offices at Runderweg 6, 8219 PK, Lelystad, and may be obtained free of charge via the website or upon request.
Contact for press enquiries
For more information about Green Earth’s initiatives, please contact:
GREEN EARTH
press@green.earth
+31320788118
Or visit our website: https://www.green.earth
Disclaimer
This press release does not contain an (invitation to make an) offer to buy or sell or otherwise acquire or subscribe to shares in Green Earth and is not an advice or recommendation to take or refrain from taking any action. This press release contains statements that could be construed as forward-looking statements, including about the financial position of Green Earth, the results it achieved and the business(es) it runs. Forward-looking statements are all statements that do not relate to historical facts. These statements are based on information currently available and forecasts and estimates made by Green Earth’s management. Although Green Earth believes that these statements are based on reasonable assumptions, it cannot guarantee that the ultimate results will not differ materially from those statements that could be construed as forward-looking statements. Factors that may lead to or contribute to differences in current expectations include, but are not limited to: developments in legislation, technology, tax, regulation, stock market price fluctuations, legal proceedings, regulatory investigations, competitive relationships and general economic conditions. These and other factors, risks and uncertainties that may affect any forward-looking statement or the actual results of Green Earth are discussed in the annual report. The forward-looking statements in this document speak only as of the date of this document. Subject to any legal obligation, Green Earth assumes no obligation or responsibility to update the forward-looking statements contained in this document, whether related to new information, future events or otherwise. The provision of Green Earth’s services and products is subject to its General Terms and Conditions.
