Fagron N.V.

Pre-Annual General Meeting Information • Apr 8, 2022

FAGRON

Listed Company Venecoweg 20a B-9810 Nazareth (Belgium)

Enterprise number 0890.535.026 RLE Gent

(the Company)

SPECIAL REPORT OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE 7:199 OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE

1. PREAMBLE

This report was prepared in accordance with Article 7:199 of the Belgian Companies and Associations Code (BCAC) and establishes the special circumstances in which the authorized capital can be used and the anticipated goals, within the framework of the proposed decision:

• (a) to withdraw the existing authorization of the board of directors concerning authorized capital granted in the deed of amendment of the articles of association dated 8 May 2017, starting with the taking effect of the new authorization mentioned below;
• (b) granting the board of directors, a new authorization for a period of five years as of the publication in the Annexes to the Belgian State Gazette of the deed of amendment of the articles of association that changes this authorization to increase the capital in one or more transactions by up to 10% of the amount of the capital of the Company; and
• (c) granting the board of directors, the power to limit or exclude, in the interests of the Company, the preferential subscription right, even in favor of one or more specific persons other than employees of the Company or its subsidiaries.

2. CONTEXT OF THE PROPOSED RESOLUTION

In a deed executed before notary public Annekatrien Van Oostveldt replacing her colleague notary public Liesbet Degroote, in Nazareth on 8 May 2017, the board of directors of the Company, in Article 5bis of the articles of association, was authorized to increase the capital within the framework of the authorized capital by a cumulated amount of up to EUR 494.192.221,68 for a period not exceeding five years.

The board of directors is of the opinion that in order to meet the needs of a listed company, the current authorized capital should be renewed so that the authorized capital is again equal to 10% of the amount of capital of the Company.

The board of directors therefore asks to renew the authority to use the authorized capital in particular in, but not limited to, the circumstances described below and in view of the purposes described below.

The board of directors may use the authorized capital if the amount of the capital of the Company is considered by it to be inadequate with a view to compliance with legal and regulatory requirements, or conditions imposed by law or regulations with which the Company must comply.

The board of directors will also be able to use the authorized capital when an imbalance occurs between the shareholders' equity and the borrowed capital of the Company, all with the aim of improving the position of the Company as a solvent company. More specifically, the board of directors may use the authorized capital in the circumstances described in the BCAC.

In addition, the board of directors may use the authorized capital to provide the Company with the necessary resources to (i) flexibly and quickly respond to opportunities that may arise, including, but not limited to, acquisitions, mergers, and in-licensing, and (ii) to be able to cope with new developments and challenges.

The board of directors may also use the authorized capital if it appears that the costs associated with convening an extraordinary shareholders' meeting are not in proportion to the amount of the capital increase to be implemented.

The authorized capital should also allow the board of directors to organize, in a simple manner, personnel, consultant and management equity participations. The board of directors shall thus be allowed to use the authorized capital for the issuance of subscription rights in the context of subscription right plans.

In all the above cases, the norm is that the board of directors must always act in the best interests of the Company.

3. PROPOSED AUTHORISATION TO THE BOARD OF DIRECTORS

A. AUTHORISATION REGARDING AUTHORISED CAPITAL

The renewal and extension of the authorization regarding the authorized capital will give the board of directors the authority to, for a further period of five years as of the publication of the notarial deed of amendment of the articles of association granting this authorization in the Annexes to the Belgian State Gazette, within the legal limits, increase the authorized capital of the Company in one or more transactions to a maximum amount equal to 10% of the capital of the Company.

This authority may be exercised only if at least three fourths (3/4ths) of the present or represented directors so agree.

The authority of the board of directors will apply to capital increases by contribution in kind and cash, by conversion of reserves or issue premiums, with or without issuing new securities. The authority of the board of directors will also include the power to issue, one or more times, convertible bonds, subscription rights, with or without a link to another security or bonds with subscription rights, provided that the maximum amount for which this power can be exercised with regard to the issuance of convertible bonds, subscription rights with or without a connection to another security or bonds with subscription rights, applies to the amount of the capital increases that could result from the conversion of the bonds or the exercise of such subscription rights. In addition, the board of directors wishes to obtain the possibility to also allow the capital increase decided by the board of directors to take place through the issuance of shares without voting rights, shares with a preferential right to a dividend, preference in the case of liquidation, and convertible shares, which pursuant to specific conditions are converted into a smaller or greater number of ordinary shares.

Within the framework of the authorized capital, the board of directors shall also have the power, in the interests of the Company and subject to compliance with the conditions specified in the law, to cancel or limit the preferential

subscription right granted to the shareholders by law. The board of directors shall be authorized to limit or cancel the preferential subscription right in favor of one or more specific persons, even if they are not employees of the Company or its subsidiaries.

On the occasion of the increase of the capital, realized within the limits of the authorized capital, the board of directors shall have the authority to request an issue premium. If the board of directors so decides, this issue premium must be booked to a blocked account that will constitute the guarantee of third parties to the same level as the capital, and which, except for the possibility of conversion into capital, can only be made available by a resolution of the shareholders' meeting adopted in the manner required for amendment of the articles of association.

The board of directors requests that it be granted the authority to amend the articles of association in accordance with the capital increase decided in the framework of its authority.

B. AMENDMENT OF ARTICLE 5BIS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

The board of directors shall have the authority to amend the articles of association of the Company in accordance with the capital increase that was decided within the framework of its authority.

4. CONCLUSION

In light of the above, the board of directors proposes to the extraordinary shareholders' meeting of the Company (i) to withdraw the existing authorization of the board of directors concerning the authorized capital granted in the deed of amendment dated 8 May 2017, starting with the taking effect of the new authorization mentioned above, and (ii) to grant the board of directors new authorization regarding authorized capital as described above.

In accordance with Article 7:199 BCAC, this report is mentioned in the agenda of the extraordinary shareholders' meeting of the Company.

Drawn up at Nazareth, on 8 April 2022.

On behalf of the board of directors:

[signature*] [signature*]

Rafael Padilla CEO

Karin de Jong CFO

* Non signed true copy. The originally signed report is available for consultation in the offices of the Company.

The original Dutch version of this document is available. In matters of any misinterpretation or discussion, the Dutch version will prevail.