Invitation to Annual General Meeting

Eindhoven, 09 August 2024

HB Holding N.V. (the "Company") with its registered office in Amsterdam, the Netherlands, KVK Nummer: 7971027 and with business address Croy 7C, 5653 LC Eindhoven, the Netherlands, invites shareholders to attend the Annual General Meeting of the Company.

The Annual General Meeting will be held at the offices of Schut van Os Notarissen at De Lairessestraat 20, 1071 PA Amsterdam, the Netherlands, on 30 August 2024 at 13:00 and will be held in English.

The agenda for the meeting is as follows:

A. Opening

B. Presentation of the annual financial statements and report of the Supervisory Board for the financial year ended 31 December 2023. Note: The past financial year was a short financial year from 1 June to 31 December 2023.

C. Resolutions relating to the annual financial statements for the financial year ended 31 December 2023

a.  Proposal to approve that the annual financial statements (geconsolideerde jaarrekening) and the management report/directors´ report (bestuursverslag) of the company are drawn up in English

b. Proposal to approve the annual financial statements of the company for the financial year ended 31 December 2023 (voting item).

c. Proposal for the appropriation of earnings for the financial year ended 31 December 2023 (voting item).

D. Resolution on discharge

a. Proposal to discharge the Executive Board (bestuur) for the performance of its duties during the financial year ended 31 December 2023 (voting item).

b. Proposal to discharge the Supervisory Board (raad van commissarissen) for the performance of its duties during the financial year ended 31 December 2023 (voting item).

E. Miscellaneous

The agenda and the explanatory notes will be available for inspection from the date of this announcement until the end of the Annual General Meeting at the company's administrative office, Croy 7C, 5653 LC Eindhoven, the Netherlands, and in the Investor Relations section of the company's website (www.hbroen.com).

Participation

Only those shareholders who have registered prior to the Annual General Meeting and who have proven their authorisation to participate are allowed to attend the Annual General Meeting.

Registration must be in text form, must be in German or English and must be received by the company at least four days before the Annual General Meeting, i.e. no later than 26 August 2024, 24:00 hours (CEST), at the following address or e-mail address

HB Holding N.V.

Post:  PO Box 31268, 6503 CG Nijmegen, The Netherlands

E-Mail:   info@hbroen.com

Shareholders will receive a registration certificate (deposit confirmation) together with the deposit number by e-mail or post. Shareholders will be admitted to the meeting if they present the number of their deposit certificate, which serves as identification when registering. Each shareholder may appoint a proxy to attend the Annual General Meeting on their behalf by granting them such a right in a written authorisation. Authorisation can be granted either by e-mail to the company (info@hbroen.com) or by a power of attorney on the reverse of the deposit number.

HB Holding N.V., Eindhoven, 09. August 2024

For the Supervisory Board    For the Executive Board

Michael Abele      Henri Broen

Chairman of the Supervisory Board   Chief Executive Officer

STATEMENT ON THE AGENDA AND RECOMMENDATION

B. Report of the Executive Board for the financial year ended 31 December 2023.

The company's Executive Board (bestuur) will give a presentation on the company's performance in the past financial year, ended 31 December 2023. Shareholders will then be invited to discuss this performance (as described in more detail in the company's annual financial statements).

The company presents its annual accounts for the financial year ended 31 December 2023. The annual financial statements, the Directors´ report and other related information required by Article 2:392 of the Dutch Civil Code (Burgerlijk Wetboek, DCC) are available for inspection at the company's offices at Croy 7C, 5653 LC Eindhoven, the Netherlands, from the date of this notice until the end of the meeting as well as on the company's website at www.hbroen.com/hauptversammlung

Shareholders can request a printout of the documents free of charge.

C. Resolution on the annual financial statements for financial year 2023.

Voting item 1

Pursuant to Article 2:391 of the Dutch Civil Code (Burgerlijk Wetboek; DCC), the management report of a Dutch company must be drawn up in Dutch, unless the General Meeting of Shareholders approves the use of another language. The company therefore requests the shareholders' approval to prepare the annual financial statements and management report in English.

Voting item 2

Pursuant to Article 2:101 paragraph 3 of the DCC, the Annual General Meeting is the body authorised to adopt the company's Dutch annual financial statements. It is proposed that the shareholders approve the Dutch statutory annual accounts of the company for the financial year ending 31 December 2023. With regard to the availability of the underlying documents, please refer to the commentary in section A.

Voting item 3

The Executive Board proposes the net loss carried forward to new account.

D. Resolution on discharge

Voting items 4 and 5

With these voting items, the actions of all current members of the Executive Board and Supervisory Board are approved. The Executive Board and Supervisory Board propose that discharge be granted to the members of the Executive Board (bestuur) for the financial year ending 31 December 2023 (voting item 4). The Executive Board and Supervisory Board propose that discharge be granted to the members of the Supervisory Board (raad van commissarissen) for the financial year ending 31 December 2023 (voting item 5).