Lastminute com N : Minutes AGM 2025

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lastminute.com MINUTES OF THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF LASTMINUTE.COM N.V., a public company with limited liability (naamloze vennootschap met beperkte aonsprakelij"kheid) under the laws of The Netherlands, having its registered address at Rokin 92, Amsterdam, The Netherlands, registered with the Dutch Chamber of Commerce under 34267347 (the "Company") held at the offices of the Company, Rokin 92, Amsterdam, on June 25'", 2025 starting at 10.00 AM CEST. AGENDA ITEM 1: OPENING AND ANNOUNCEMENTS Mr. Yann Rousset, the chairman (voorzitter van de road van bestuur) of the board of directors of the Company (the "Board"), acted as chairman (the "Chairman") (voorzitter van de vergadering) of the annual general meeting of shareholders of the Company (the "Meeting") in accordance with the Company's articles of association. The Chairman opened the Meeting and extended a warm welcome to all shareholders, proxy holders, and guests present at the Meeting. The Chairman confirmed that, in accordance with Outch law, and as prescribed by article 20 paragraph 1 of the Company's articles of association, all the proxies were regularly received by: the Company Proxy, Ms. Valentina Parisi, who acted as proxy for those shareholders who opted to be represented by a Company representative; and the independent Additional Proxy Ms. Frederique Kool of Van Campen Liem firm, who was appointed as proxy for those shareholders who would have opted to be represented by an independent representative; (Ms. Valentin a Parisi and Ms. Frederique Kool together referred to as the "Shareholder Representatives"). lastminute.com N.V. Rokin 92, 1 012 KZ Amsterdam - Commercial register no. 34267347 ' Iastminute.com The Chairman then welcomed the Executive Director who was attending the Meeting, Mr. Alessandro Maria Petazzi (lastmin ute.com CEO). The Chairman finally introduced some other guests, namely: Ms. Nathalie Habers-Boerema as representative of the Company's independent registered public accounting firm, KPMG; Mr. Diego Fiorentini (Chief Financial Officer); Ms. Julia Weinhart (Group Investor Relator); Ms. Francesca Galli (Corporate Affairs specialist) The Chairman appointed Ms. Frederique Kool as secretary of the Meeti ng (the "Secretary") (secretoris van de vergadering). The Secretary stated that the Meeting has been duly convened and all required Meeting documents were made available for inspection at the Company's registered address as well as on the Company's website at https://corporate.lastminute.com/ . The Convening Notice of the Meeting and all other required documents were made available to all shareholders of the Company by posting on the Company's website and in a local newspaper on May 23 d , 2025. The Secretary then informed the Meeting that holders of 6,041,515 shares, being 55.64% of the total outstanding shares, are present in person or by proxy at the Meeting. This means 55.64% of the total voting rights can be exercised. The Chairman concluded that as a result of the foregoing, the Meeting is permitted to adopt all proposed resolutions as referred to in the agenda of the Meeting, with due observance of all applicable rules. lastminute.com N.V. Pokin 92, 1 01 2 KZ Amsterdam - Commercia I register no. 3426734 7 lastminute.com AGENDA ITEM 2: DISCUSSION OF THE DIRECTORS' REPORT OF THE BOARD FOR THE FINANCIAL YEAR ENDED DECEMBER 31", 2024 The Chairman informed the Meeting that the Company's annual accounts for the financial year ended December 31", 2024, including the auditor's report related thereto and the Directors' Report have been made available for inspection by Shareholders on the website of the Company and can be obtained free of charge at the Company's registered office and following an e-mail request to the Group Investor Relator. The Chairman asked if there were any questions or comments on this NON-voting item. There were no questions or comments and the Chairman proceeded to the next agenda item. AGENDA ITEM 3: ADOPTION OF THE COMPANY'S ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2024, INCLUDING ALLOCATION OF RESULTS FOR THE FINANCIAL YEAR 2024 The Chairman continued the Meeting with agenda item 3, which covers the allocation of results and adoption of the Company's statutory accounts for the year 2024. Statutory accounts closed with a net profit for the financia] year ended December 31", 2024, equal to Euro 15,664,113. It is proposed to the General Meeting to approve the allocation of the entire profit as follows: EUR 10,964,659 will be added to the Company's retained earnings reserves, resulting in the elimination of all accumulated losses from prior years, and the remainder of the profits will be distributed as a dividend to shareholders as described at Item 4 below. The Chairman then opened the floor for questions or comments. After receiving no comments or questions, the Chairman then put the proposal up for a vote by the Shareholders Representatives. lastminute.com N.V. Roki n 92, 0 1 2 KZ Amsterdam - Commercial repisLer no. 34267347 "lastminute.com The Secretary counted the votes and recorded that for this proposal 6,041,515 votes were cast in favor, 0 votes were cast against, and that 0 votes abstained. The Chairman recorded that the totality of votes were cast in favor of this proposal and concluded that this proposal was adopted by the Meeting. AGENDA ITEM 4: APPROVAL OF A DISTRIBUTION PROPOSAL. The Chairman informed the Meeting that, on March 26'", 2025, the Board proposed to the Meeting to approve a total dividend distribution in favor of the Shareholders of EUR 4,699,454 (the "Dividend"), an amount which is equal to 30% of the net profits generated by the Company in 2024, on the Company's shares (excluding treasury shares), resulting in a gross Dividend per share equal to EUR 0.41. The record date would be July 3' d ,2025, whereas the payment date is set to be July 4", 2025. In case of approval, the relevant disclosure will also occur via the SIX Swiss Exchange platform (Con nexor). More information concerning said proposal was made available in the Explanatory Notes for the Meeting. The Chairman then opened the floor for questions or comments. After receiving no comments or questions, the Chairman then put the Dividend proposal up for a vote by the Shareholders Representatives. The Secretary counted the votes and recorded that for this proposal 6,041,515 votes were cast in favor, 0 votes were cast against, and that 0 votes abstained. The Chairman recorded that the totality of votes were cast in favor of this proposal and concluded that this proposal was adopted by the Meeting. lastminute.com N.V. Rokin 92, 1012 KZ Amsterdam - Commercia I reg is ter no. 34267347 AGENDA ITEM 5: APPROVAL AND ADOPTION OF THE COMPANY'S NON-FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED DECEMBER 31", 2024 It is proposed to the General Meeting to approve and adopt the 2024 Non-Financial Report. The Chairman then opened the floor for questions or comments. After receiving no comments or questions, the Chairman then put the proposal up for a vote by the Shareholders Representatives. The Secretary counted the votes and recorded that for this proposal 6,041,515 votes were cast in favor, 0 votes were cast against, and that 0 votes abstained. The Chairman recorded that the totality of votes were cast in favor of this proposal and concluded that this proposal was adopted by the Meeting AGENDA ITEM 6: DISCHARGE OF ALL PRESENT AND FORMER DIRECTORS FROM LIABILITY IN RESPECT OF THE PERFORMANCE OF THEIR DUTIES DURING THE FINANCIAL YEAR ENDED DECEMBER 31", 2024 The Chairman requested the Shareholders Representatives to vote on granting discharge to all present and former members of the Board ("Director" or "Directors") for the performance of their duties and the management performed during the year ended December 31", 2024. The Chairman reminded that this discharge is without prejudice to the provisions of the laws of the Netherlands relating to bankruptcy and does not extend to matters not disclosed to all Shareholders. It was noted that for the purpose of this voting item, each Director who is also a direct or indirect shareholder of the Company was entitled to express a valid vote. The Chairman then opened the floor for questions or comments. tastminute.com N.V. Rokin 92, 101 2 KZ A msLe rdam - Commercial regisLer no. 3 4267347

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