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2nd Board of Directors Meeting Minutes

6 June 2025, Amsterdam

Author: Athina Fragkouli
Status: Final

Attendees:

  • Athina Fragkouli (AF), Board Member
  • Simon-Jan Haytink (SJH), Board Member
  • Hans Petter Holen (HPH), Board Member, Chairman
  • Hisham Ibrahim (HI), Board Member/General Manager, attending remotely from Dubai
  • Carolien Vos (CV), RIPE NCC, Chief Human Resources Officer
  1. Welcome and Agenda

Hans Petter Holen opened the meeting at 13:00 UTC, welcomed attendees and asked if there were any additions to the agenda.

1.1 Approval of Agenda

As there were no additions to the agenda, the Meeting approved a draft agenda.

1.2 Approval of Board Meeting Minutes

The Board Meeting Minutes BD#1 were approved by the Board members.

1.3 Conflict of Interest

None of the Board members noted a conflict of interest regarding the topics on the agenda.

  1. Administrative matters

Athina presented to the attendees the file with the resolutions log and the actions log as well as the webpages of the RIPE NCC Middle East LLC. It was agreed to add more informative content to the webpages (office hours, staff information etc) .

  1. Corporate Governance

3.1. Resolution for the RIPE NCC Executive Board

Athina presented a proposed resolution for adoption by the upcoming Annual Meeting according to which any of two of the current Directors would be authorised jointly to issue, sign and endorse and payments transfers up to the value of AED 2,000,0000. This resolution would bring more flexibility on the day-to-day operations of the Company. As per the regulatory and statutory requirements, the resolution must be adopted by the Annual Meeting of the member of the Company, i.e. the RIPE NCC represented by the RIPE NCC Executive Board.

There were no questions or comments on the proposal. The Board of Directors moved to vote on the following resolution:

Resolution BD#2-R01:

The RIPE NCC Middle East FZ-LLC Board of Directors approves the submission of a proposed resolution for adoption by the upcoming Annual Meeting, whereby any of two of the current Directors would be authorized jointly to issue, sign, and endorse cheques and payments transfers up to the value of AED 2,000,000 on any of the RIPE NCC Middle East bank accounts with any bank or financial institution in the UAE.

The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.

3.2. Financial Statement 2024 documents

Simon presented the Financial Statement documents for 2024 and he proposed the submission of the audited RIPE NCC Middle East FZ-LLC Financial Statements to the upcoming Annual Meeting for adoption. The Board of Directors discussed the proposal and moved to vote on the following resolution:

Resolution BD#2-R02:

The RIPE NCC Middle East FZ-LLC Board of Directors approves the submission of the audited RIPE NCC Middle East FZ-LLC - Financial Statements 31 December 2024 to the upcoming Annual Meeting for its adoption.

The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.

3.3. Intercompany Agreement

Athina explained that the proposed Intercompany Agreement and the Interorganisation Data Processing Agreement between the RIPE NCC and RIPE NCC Middle East FZ-LLC were approved by the Board of Directors. Upon their approval, they authorised the General Manager to sign these agreements and he did so on 21 January 2025 and 2 April 2025 accordingly. She proposed that the Board of Directors adopts a resolution to confirm the above and the Board of Directors moved to vote on the following resolution:

Resolution BD#2-R03

“The RIPE NCC Middle East FZ-LLC Board of Directors confirms to have approved the Intercompany Agreement and the Interorganisation Data Processing Agreement between the RIPE NCC and RIPE NCC Middle East FZ-LLC and to have authorised the RIPE NCC Middle East FZ-LLC General Manager to sign these agreements on 21 January 2025 and 2 April 2025 accordingly.”

The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.

  1. AOB

As there was no other business to discuss, the Meeting was closed at 14:00 (UTC).

Resolutions

Resolution BD#2-R01:

The RIPE NCC Middle East FZ-LLC Board of Directors approves the submission of a proposed resolution for adoption by the upcoming Annual Meeting, whereby any of two of the current Directors would be authorized jointly to issue, sign, and endorse cheques and payments transfers up to the value of AED 2,000,000 on any of the RIPE NCC Middle East bank accounts with any bank or financial institution in the UAE.

The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.

Resolution BD#2-R02:

The RIPE NCC Middle East FZ-LLC Board of Directors approves the submission of the audited RIPE NCC Middle East FZ-LLC - Financial Statements 31 December 2024 to the upcoming Annual Meeting for its adoption.

The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.

Resolution BD#2-R03

The RIPE NCC Middle East FZ-LLC Board of Directors confirms to have approved the Intercompany Agreement and the Interorganisation Data Processing Agreement between the RIPE NCC and RIPE NCC Middle East FZ-LLC and to have authorised the RIPE NCC Middle East FZ-LLC General Manager to sign these agreements on 21 January 2025 and 2 April 2025 accordingly.

The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.