1 Report of the board

HZPC Association is the shareholder of Royal HZPC Group which consists of two strong trading companies, HZPC and STET, and is a top breeder. That is a fantastic combination; we create amazing new varieties, know how to introduce them effectively and understand how we can support the market.

Royal HZPC group remains committed to further growth with shareholder support. The Netherlands is still the largest exporting country of seed potatoes worldwide. Royal HZPC Group cherishes its home market and continues to strive for growth here too. A high payout price is essential in this context, so that it remains attractive for our growers to grow seed potatoes despite the risks and challenges.

The potato remains the crop of choice to feed the world's growing population. Especially when you consider water requirements, yield per hectare, nutritional value and the fact that you find the potato in cuisines all over the world. The global market is growing and Royal HZPC Group can still expand our market share. In doing so, besides the Netherlands, Royal HZPC Group is also focussing on robust markets in Europe, such as France, Germany, the UK, Poland and Finland. Royal HZPC Group is also concentrating on accelerated growth in Africa, Asia and the Americas. Licensing is the main growth driver and is essential for investment and acceleration in research.

Resilience Revolution, the theme today, is all about agility and resilience. You should see that reflected in varieties, but also in the organisation. In this way, everyone at Royal HZPC Group has the drive to take a step forward every day. The organisation could be even faster, more agile and more customer-oriented so that HZPC could accelerate by bringing new varieties from classical breeding and hybrid varieties to the market quicker. Resilience Revolution is also the sum of all the collaboration in the chain. Royal HZPC Group’s CSR programme focuses on working with chain partners to develop varieties that are resistant to climate change, suit local growing conditions and contribute to sustainable yields. This revolution is not just about genetics and innovation, but about strengthening the whole chain - from knowledge sharing to fair cooperation - so that we contribute to a more stable food supply worldwide. The momentum and necessity exist already. The vision of contributing to feeding the world provides motivation every day.

We are increasingly good at growing our varieties. With new cultivation techniques, you can achieve even more with existing and new varieties. However, good genetics and solid resistance packages alone are not enough. To ensure we all grow together in this context, we support growers by facilitating knowledge, expertise and cooperation, while always ensuring that Royal HZPC Group does not step on the growers’ toes.

Together with the employees, growers, customers and partners, we work every day to build an agile and resilient future. And we look to the future with confidence.

This report deals specifically with the activities of the HZPC Association. The HZPC Association owns 100% of the shares in the company, making it the sole shareholder of Royal HZPC Group B.V.

The HZPC Association has issued all the shares in the form of certificates to natural persons and legal entities that comply with specific requirements. On behalf of its members, the Board of the HZPC Association carries out the duties of shareholder at the General Meeting of Shareholders of Royal HZPC Group. All of the activities of Royal HZPC Group B.V. focus on the potato product. HZPC carries out research, breeds varieties and grows seed potatoes, ware potatoes and mini-tubers.

In addition, Royal HZPC Group B.V. is working on other business models which could offer support to the sales of HZPC’s seed potatoes internationally.

As a result of the international growth of Royal HZPC Group B.V., the issues are no longer focused entirely on the interests of Dutch growers. The Board of the HZPC Association aims to represent the interests of all members both nationally and internationally. Members here include (former) growers, (former) breeders and (former) staff members. The autonomy and continuation of the HZPC organisation are therefore a guiding principle for the Board.

November 2024 and May 2025 were the periods when ongoing trading could take place in HZPC certificates for two weeks, on the Captin trading platform. As a result, the price was set on a daily basis. It was also possible for all certificate holders to see what was being traded and the various price movements. On the HZPC certificate exchange, liquidity is often relatively limited. This year, a total of more than 21,000 certificates were traded in November 2024 and May 2025. This is about 3% of the total outstanding certificates. In November 2024, the new weighted average share price was set at EUR 115.17 and by May 2025, it had further increased to EUR 121.59. We look back on a successful series of trading days.

The Board of the HZPC Association closely monitors the HZPC certificate trade to ensure that trading runs properly. However, the price is set entirely on the basis of supply and demand and in the maximum bandwidth within which the share certificates can move. Orders and trades are processed and taken care of by Captin.

The HZPC Association Board has been able to fully implement the Connecting Growers Programme again this year. At the request of the HZPC Association, HZPC purchased certificates for EUR 1.5 million in November 2024 and May 2025. In recent years, HZPC has managed to buy certificates for EUR 1.5 million relatively easily in the trading period, except in 2022/2023 when the value was EUR 1.1 million. The inability to buy the required certificates at that time was down to insufficient supply. This was not the case in 2024/2025. HZPC has bought a total of 12,500 certificates for the Connecting Growers programme for EUR 1.5 million over the past two trading periods.

The Connecting Growers Programme has been successfully rolled out to growers in six European countries: the Netherlands, Belgium, France, Poland, Germany and Finland. The aim of the Connecting Growers programme is to ensure that the majority of certificates remain in the hands of growers who grow for entities of Royal HZPC Group B.V. The HZPC Association, the Supervisory Board and the executive team believe it is important that the HZPC Association and the company continues to be ‘for and of’ active growers. The Board of the HZPC Association hopes to continue this Connecting Growers Programme in the coming years, but this will partly depend on the growers' appreciation of the CG Programme in relation to the cost of EUR 1.5 million.

As a result of changing laws and regulations, the certificates purchased by CG HZPC Foundation under this programme are only allocated to growers who have a growing contract for 2025 in the EU with Royal HZPC Group and have completed the full identification process via Captin. The HZPC Association regrets that not all growers in the six countries have completed the identification process with Captin. As a result, a large number of growers failed to get 1.04 certificate per hectare worth EUR 121.59 per certificate.

Many active growers, especially abroad, have not yet completed the identification process. It has become clear that communication still needs to be improved. The HZPC Association board is not satisfied with participation in the Connecting Grower programme at 71% of the contracted area. During the evaluation of this programme in 2024/2025, a decision was made to continue with the Connecting Growers programme. However, further action will need to be taken on getting growers interested and identified on Captin's platform. It is important that all participants in the Connecting Growers programme identify themselves to Captin by logging into their Captin accounts. If this fails, they can contact Captin by phone or e-mail. The HZPC company cannot help with this for privacy reasons. So the growers will have to do it themselves.

On behalf of the Board Egbert de Vries

Royal HZPC Group B.V. has a net result of EUR 17.1 million which does not include a charge of EUR 1.5 million for the Connecting Growers programme. The dividend is based on the result before accounting for the costs of the Connecting Growers programme. This resulted in a dividend payment of EUR 10.90 per certificate.

When the costs of the Connecting Growers programme are applied, the result comes out at EUR 15.6 million. The Return on Equity of Royal HZPC Group B.V. net of Connecting Growers is 31.2%. That is well above the annual average.

The dividend received from Royal HZPC Group B.V., after deductions of dividend tax, will be directly transferred to the certificate holders.

Over the past year, in addition to focusing on market developments, the board also actively monitored the Aurora programme. The board has been informed that the implementation in HZPC Germany and HZPC Poland has gone so well that customers, growers and other stakeholders experienced only limited disruption due to the implementation of the new computer system. Therefore, the board would like to thank and congratulate the staff in these countries, the Aurora Team and everyone who has worked on it for this considerable milestone. This also prompted the board to approve follow-up investments in Aurora. The next milestone for Aurora is implementation at STET Holland B.V. in 2025.

Royal HZPC Group B.V. invests in Research & Development. This is a fixed item on the agenda in discussions between the SB, the Executive Board and the board of HZPC Association. This concerns questions such as: What should Royal HZPC Group do in this area? How much money are we investing in it? In which areas can we cooperate?

Developments in plant breeding come about quickly. In the past, HZPC has invested a great deal in techniques which accelerate breeding and make the process more effective. This approach seems to be bearing fruit. Varieties that are being introduced now, and will be in the coming years, represent a significant improvement over varieties of the past through the use of new technologies. In the past year, great results have also been achieved in the hybrid potato breeding programme. Hybrid potato varieties allow botanical potato seed to be produced and distributed. These developments are expected to be a genuine ‘game changer’ in the longer term for potato production across the world. This requires regular, disciplined scrutiny of this development by management. The Supervisory Board provides advice and takes a critical look at whether we are on the right course. The Board of the HZPC Association maintains an appropriate distance.

The risks for HZPC Association are limited. Ensuring that the trade in share certificates for Royal HZPC Group B.V. runs smoothly is an important activity. The responsibility for and execution of this has been in the hands of Captin since May 2022. This is a professional party and means the risks associated with this trade are mitigated. Regulations have forced the board to go back to the grower again if the identification is not complete. Captin will approach the certificate holder for this purpose. The Board of the HZPC Association will continue to closely monitor the process.

The Royal HZPC Group B.V. Articles of Association stipulate which decisions have to be presented to the General Meeting of Shareholders and, therefore, to the Board of the HZPC Association for approval. There were 2 General Meetings of Shareholders/Certificate Holders. At these meetings, investments in Aurora, among others, were discussed. The updated strategy of Royal HZPC Group B.V. was also discussed in detail. The development of the variety package and status of the hybrid programme were also discussed. Proposals have been received to acquire parties in the market. The market opportunities of potatoes from seed worldwide were discussed at length. The HZPC Association Board met seven times.

Below are the changes that have taken place.

With regard to roles within the Board of Growers: In March, Messrs P.K. Westerhuis and M.S. Slot resigned. Messrs. R. Wiersema and P. Langeveld replaced them. Mr Wiersema replaced Mr Westerhuis and Mr Langeveld replaced Mr Slot. Mr Gesink is chairman and Mr Hendrikse is the vice-chair. Mr Vaandrager is the secretary.

In the Youth Council, Messrs. B. Westerhuis, T. van Dijke and J. Bartelen resigned. Messrs. T. Vael and W.J Oosterhuis are new members of the Youth Council. The chair is K. van der Spek and M. Wierenga is the secretary.

In the Council of Breeders: A. Doppenberg resigned and was replaced by T. Pollema.