Green Earth Group N.V. (“Green Earth” or “the Group”) (Euronext: EARTH: NL0009169515), a leading end-to-end project developer of nature-based solutions, has published an addendum containing additional explanatory notes to Agenda Item 3 of the Extraordinary General Meeting of Shareholders (“EGM”), scheduled for 11 December 2025 at 14:00 CET.
The addendum provides further clarity on the conditional approval sought for the potential acquisition and the establishment of Green Earth Capital Asset Management. It does not amend the agenda or the proposed resolution; its purpose is to define the scope of the approval request, outline the required conditions precedent and strengthen transparency around process and governance.
The addendum confirms that the contemplated transaction can only proceed after an independent valuation or fairness opinion, full legal, financial and regulatory due diligence, and completion of all required Dutch and AFM filings.
It also clarifies that the potential acquisition represents less than 5% of the Company’s total assets and is therefore non-material under normal circumstances. The transaction may only proceed at fair market value, with no material goodwill included unless objectively justified.
If valuation or due-diligence results are not satisfactory, the transaction will not proceed. Any material deviation from the expected pricing, structure, liabilities, or risk profile would require renewed shareholder approval where mandated by Article 2:107a of the Dutch Civil Code. The full addendum is available on the Company’s website under the EGM documentation.
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For more information, please contact:
GREEN EARTH
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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.
