B&S Group S.A.

AGM Information • Dec 8, 2025

B&S announces the results of the Extraordinary General Meeting held on 4 December 2025

B&S announces results of the Extraordinary General Meeting

Mensdorf, Luxembourg – December 5, 2025 (18:00 CET)

B&S Group S.A. ("B&S" or the "Company"), a company in the consumer goods industry, held an Extraordinary General Meeting ("EGM") on Thursday, December 4, 2025. B&S is pleased to announce that all resolutions were adopted.

The EGM was convened in connection with the recommended public offer by ELBF Investments Netherlands B.V. ("the Offeror") to acquire all issued and outstanding shares of B&S at an offer price of EUR 5.96 per share ('ex dividend' for the dividend of EUR 0.19 per share declared on 3 July 2025 and 'cum dividend' for any other distributions), as detailed in the Offer Memorandum dated September 17, 2025 ("the Offer"). The Offer Memorandum has been approved by the Dutch Authority for the Financial Markets (AFM). The Offeror declared the Offer unconditional on November 18, 2025. Settlement of the Offer took place on November 24, 2025 ("Settlement Date"). The Offeror announced a post-acceptance period, which ended on December 2, 2025 ("the Post-Acceptance Period"). Settlement of the shares tendered during the Post-Acceptance Period took place today, on December 5, 2025.

During the EGM, shareholders were invited to vote on resolutions related to the post-closing restructuring measures, as described in the Offer Memorandum and the convening notice of the EGM. The shareholders approved all resolutions regarding the implementation of the asset sale and liquidation, including the approval of the asset sale, the dissolution and liquidation of the Company, the appointment of the liquidator and the determination of the powers and duties of the liquidator, the approval of the reimbursement of the liquidator's reasonable salary and costs, and the appointment of the liquidator as the custodian of the Company's books and records following its dissolution.

Furthermore, the shareholders granted discharge to current or former Supervisory Board members Mr. D.C. Doijer, Mr. E.C. Tjeenk Willink, Mrs. K. Smit, Mrs. E.C.J. Versteegden and Mr. L.D.H. Blijdorp, and to Executive Board members P.J. van Mierlo and M. Faasse, in relation to the period as of the previous EGM on October 30, 2025, up to and including the Settlement Date.

The minutes of the December 4, 2025, EGM, as well as the voting results, will be published on the corporate website: www.bsgroup-sa.com.

This press release contains information within the meaning of Article 7(1) of the Market Abuse Regulation.

For additional information please contact investor.relations@bs-group-sa.com

Contact Investor Relations

investor.relations@bs-group-sa.com

About B&S

B&S exists to make premium consumer goods available to everyone, anywhere. We believe that getting access to consumer products that bring joy and comfort into everyday lives, should be easy around the globe. With our ever-growing international network and physical local presence, we bring suppliers, brand owners, logistics partners, wholesalers, retailers and consumers all over the world together that are in many ways difficult to connect.

We work with the world's premium consumer brands in beauty, liquors, personal care, food, health and consumer electronics to serve millions of consumers daily - either directly or through our wholesaler and reseller partners. Powered by our high-tech platform and arising from supply chain expertise, we provide sourcing, warehousing, distribution, digital commerce, marketing and brand development solutions that enhance choice, speed up delivery, drive conversion and increase reach.

Additional information can be found on our website and on LinkedIn.

Forward Looking Statements

This press release includes forward-looking statements. Other than reported financial results and historical information, all statements included in this press release, including, without limitation, those regarding our financial position, business strategy and management plans and objectives for future operations, are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements are based on our current expectations and projections about future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond B&S's ability to control or estimate precisely, such as future market conditions, the behaviour of other market participants and the actions of governmental regulators. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release and are subject to change without notice. Other than as required by applicable law or the applicable rules of any exchange on which our securities may be traded, we have no intention or obligation to update forward-looking statements.