Agenda Extraordinary General Meeting 2026

23 June 2026

Extraordinary General Meeting

The extraordinary general meeting of Nedap N.V. ("general meeting") will be held on Tuesday 23 June 2026 at

For details, please refer to the notice convening the general meeting, and the company website at https://www.nedap.com/en/investors/shareholder-meetings.

1. Opening
2. Composition of the Supervisory Board

   1. Notification of vacancy

   2. Notice by the Supervisory Board of the person nominated for appointment

   3. Opportunity for the general meeting to make recommendations for the appointment of a Supervisory Board member

   4. Proposal to appoint Ms. M. Nagtegaal to the Supervisory Board (vote)

3. Close

1. Composition of the Supervisory Board
   1. Notification of a vacancy on the Supervisory Board

      To ensure continuity within the Supervisory Board, it has been decided to nominate an additional member, in anticipation of Ms. M. Pijnenborg's planned stepping down at the 2027 general meeting. As a result of, and subject to, this appointment, the Supervisory Board will temporarily consist of five members until her stepping down. The Supervisory Board hereby gives notice of this vacancy.

   2. Notice by the Supervisory Board of the person nominated for appointment

      Provided that the general meeting has not recommended other persons, the Supervisory Board nominates Mayke Nagtegaal for appointment to the Supervisory Board to fill the vacancy as detailed above under 2.a. It is proposed that she be appointed to the Supervisory Board for a term of four (4) years, ending at the close of the 2030 annual general meeting.

      Reasons for nominating Mayke Nagtegaal

      With the planned stepping down of Marijn Pijnenborg at the close of the general meeting in 2027, the Supervisory Board considers it essential to appoint a successor in advance. The Supervisory Board believes that Mayke Nagtegaal is well qualified for appointment as a member of Nedap's Supervisory Board, given her profile as an experienced scale-up operator, financial and operational executive, and entrepreneur. In particular, she brings the following relevant knowledge and experience:

      • extensive experience in scaling international technology companies, including as CFO and COO of Bird (formerly MessageBird);

      • strong expertise in SaaS, data-driven business models, and in aligning strategy, operations, and governance;

      • broad operational experience across functions, including finance, legal and compliance, HR, and

        commercial teams, with a focus on disciplined execution;

      • current entrepreneurial experience in AI-driven software and ecosystems, as well as experience as a non-executive director and supervisory board member.

        The Supervisory Board believes that, with this background, Mayke Nagtegaal is a strong fit with the Board's profile and will make a valuable contribution to the supervision of, and advisory support to, the Board of Directors.

        The appointment of Mayke Nagtegaal is in line with the Supervisory Board profile. For details of this profile, please refer to the Nedap website (https://www.nedap.com).

        Profile of Mayke Nagtegaal

        Dutch nationality, born 1986

        Current position:

      • Chief Executive Officer, TrueTribe B.V.

        Supervisory Board positions:

      • Member of the Supervisory Board, Techleap.nl

      • Non-executive board member, Bird

        Previous positions:

      • Co-owner & Operating Director "De Nieuwe Arts"

      • COO, CFO, Bird (former MessageBird)

      • Tax Advisor, HVK Stevens

      • Tax Advisor, PwC

        Shares or depositary receipts for shares held in the capital of the company:

        None

        The Works Council has endorsed the nomination of Mayke Nagtegaal and does not recommend any other persons for this vacancy. The Works Council's standpoint is included as Appendix 2.b.

   3. Opportunity for the general meeting to make recommendations for the appointment of a Supervisory Board member

      As per the provisions of article 23.3 of Nedap's articles of association, the general meeting is authorized to recommend persons for appointment to the Supervisory Board. The nomination to appoint Mayke Nagtegaal is subject to the suspensive condition that the general meeting has not put forward any other candidate of its own.

   4. Proposal to appoint Ms. M. Nagtegaal to the Supervisory Board (vote)

Provided that the general meeting does not put forward other candidates, it is proposed that Mayke Nagtegaal be appointed for a term of four (4) years, ending at the close of the 2030 annual general meeting.

Nedap N.V. Parallelweg 2

7141 DC Groenlo

The Netherlands