Fagron N.V.

AGM Information • Apr 11, 2025

FAGRON

Listed company (Genoteerde vennootschap) Venecoweg 20a 9810 Nazareth, Belgium VAT BE 0890.535.026 RLE Gent (division Gent)

CONVOCATION

The board of directors of Fagron NV (the Company) has the honor of inviting the holders of shares and subscription rights in the Company's capital to attend the Company's annual general meeting of shareholders which will be held at the statutory seat of the Company (Venecoweg 20a, 9810 Nazareth, Belgium) and via audio/video conference on Monday 12 May 2025 at 3 p.m. CET with the following agenda, containing proposed resolutions.

Agenda of the annual general meeting of shareholders

1. Reading, discussion, and explanation of the board of directors' annual report and the statutory auditor's report on the 2024 financial statements of the Company.

Notes to the agenda item: The board of directors requests the general meeting to review the board of directors' annual report and the statutory auditor's report on the Company's 2024 financial statements . Both reports are available on the Company's website.

1. Discussion and approval of the financial statements for the financial year closed on 31 December 2024.

Proposed resolution: Approval of the Company's financial statements for the financial year closed on 31 December 2024.

1. Allocation of the result of the financial year closed on 31 December 2024.

Proposed resolution: Approval of the allocation of the result, including payment of a dividend of 0.35 euro per share, as included in the Company's 2024 financial statements.

1. Discussion and approval of the remuneration report as included in the board of directors' annual report.

Proposed resolution: Approval of the remuneration report as included in the board of directors' annual report.

1. Discussion and approval of the remuneration policy.

Proposed resolution: Upon proposal of the board of directors and recommendation by the nomination and remuneration committee, approval of the remuneration policy available on the Company's website.

1. Announcement of the consolidated financial statements and the consolidated reports.

Notes to the agenda item: The board of directors requests the general meeting to take note of the Company's consolidated financial statements and the consolidated reports over the financial year 2024 available on the Company's website.

1. Granting discharge to the members of the board of directors and their permanent representatives.

Proposed resolution: Granting discharge by separate vote (for each individual board member) to the Company's board members and their permanent representatives in charge during the financial year 2024 for their mandate fulfilled during the financial year.

1. Granting discharge to the statutory auditor and her permanent representative.

Proposed resolution: Granting discharge by separate vote to the Company's statutory auditor in charge during the financial year 2024 and her permanent representative for her mandate fulfilled during the financial year.

1. Explanation and discussion of the Company's Corporate Governance.

Notes to the agenda item: The board of directors will discuss the Company's Corporate Governance policy pursued during the financial year 2024. In this context, the board of directors refers to (i) the Company's Corporate Governance Charter available on the Company's website (only available in Dutch) and (ii) the Corporate Governance Statement as included in the 2024 annual report, which is also available on the Company's website.

1. Approval of the remuneration of the statutory auditor over the financial year 2024.

Notes to the agenda item: Upon proposal by the audit and risk committee, the board of director proposes to approve the remuneration for the audit of the Company (including consolidation and half-year review) for the 2024 financial year by Deloitte Bedrijfsrevisoren CVBA, with registered office at Brussels National Airport 1, Bus 1J, 1930 Zaventem and registered in the K.B.O. under number 0429.053.863, represented by Ms. Ine Nuyts, as included in the annual report.

Proposed resolution: Approval of the remuneration of the statutory auditor for auditing the Company over the financial year 2024, as included in the annual report.

1. Appointment of the auditor for the performance of the limited assurance of the consolidated sustainability information for the financial year 2024 and determination of the remuneration.

Notes to the agenda item: In accordance with the recommendation of the Audit and Risk Committee, the Board of Directors proposes to appoint the company's auditor, Deloitte Bedrijfsrevisoren BV, with registered office at Luchthaven Brussel Nationaal 1J, 1930 Zaventem, and registered in the K.B.O. under number 0429.053.863, duly represented by Ine Nuyts, to carry out the assurance engagement on the consolidated sustainability information of the Company in accordance with the Act of 2 December 2024 on the disclosure of sustainability information by certain companies and groups and the assurance of sustainability information and containing various provisions, for a term of only one financial year, pursuant to Article 42 of the relevant legislation, with retroactive effect for the financial year ending on 31

December 2024. The retroactive effect is due to the delayed publication of the legislation, namely on 20 December 2024. The appointment of the auditor for the aforementioned assurance engagement will therefore also end immediately after this meeting.

Proposed resolution: Decision to appoint the company's auditor, Deloitte Bedrijfsrevisoren BV, with registered office at Luchthaven Brussel Nationaal 1J, 1930 Zaventem, and registered in the K.B.O. under number 0429.053.863, duly represented by Ine Nuyts, to carry out the assurance engagement on the consolidated sustainability information of the Company in accordance with the Act of 2 December 2024 on the disclosure of sustainability information by certain companies and groups and the assurance of sustainability information and containing various provisions, for a term of only one financial year, pursuant to Article 42 of the relevant legislation, with retroactive effect for the financial year ending on 31 December 2024. The appointment of the auditor for the aforementioned assurance engagement will therefore also end immediately after this meeting.

Decision to set the remuneration of Deloitte Bedrijfsrevisoren BV for the assurance engagement at EUR 96,000 (excluding expenses and VAT).

1. Appointment of the Statutory Auditor for the financial years 2025 up to and including 2027 and determination of his remuneration.

Notes on the agenda item: The mandate of the current auditor, Deloitte Bedrijfsrevisoren BV, ends immediately after this meeting.

Upon the recommendation of the Audit and Risk Committee, the Board of Directors proposes to appoint a new Statutory Auditor for a period of three years, as the mandate of the current Statutory Auditor expires at this annual general meeting. The Board of Directors proposes to appoint PwC Bedrijfsrevisoren BV, with registered office at Culliganlaan 5, 1831 Diegem, and registered in the CBE under number 0429.501.944, as Statutory Auditor for a period of three years. In accordance with Article 3:60 §2 BCC, this company appoints Lien Winne BV, with Lien Winne, company auditor, as permanent representative, to carry out the mandate. The mandate will expire after the general meeting of shareholders that approves the consolidated annual accounts as at 31 December 2027.

Proposed resolution: The general meeting appoints PwC Bedrijfsrevisoren BV, with registered office at Culliganlaan 5, 1831 Diegem, and registered in the CBE under number 0429.501.944, as Statutory Auditor for a period of three years. In accordance with Article 3:60 §2 BCC, this company appoints Lien Winne BV, with Lien Winne, company auditor, as permanent representative, to carry out the mandate. The mandate will expire after the general meeting of shareholders that approves the consolidated annual accounts as at 31 December 2027.

The remuneration for this appointment is set at EUR 528,509 per year (plus VAT, expenses, IBR contribution and lump sum allowance for technology and compliance costs), subject to annual adjustments according to the evolution of the consumer price index or as agreed between the parties.

1. Appointment of the auditor for the performance of the limited assurance of the consolidated sustainability information for the financial years 2025 through 2027 and determination of the remuneration.

Notes to the agenda item: In accordance with the recommendation of the Audit and Risk Committee, the Board of Directors proposes to appoint the company's auditor, PwC Bedrijfsrevisoren BV, with registered office at Culliganlaan 5, 1831 Diegem, and registered in the CBE under number 0429.501.944, to carry out the limited assurance engagement on the consolidated sustainability information of the Company in

accordance with the Act of 2 December 2024 on the disclosure of sustainability information by certain companies and groups and the assurance of sustainability information and containing various provisions, for a term of three years. In accordance with Article 3:60 §2 of the Belgian Companies and Associations Code ('BCC'), this company appoints Lien Winne BV, with Lien Winne, company auditor, as permanent representative, to carry out the mandate. The mandate will expire after the general meeting of shareholders that approves the sustainability information as at 31 December 2027.

Proposed resolution: Decision to appoint the company's auditor, PricewaterhouseCoopers Bedrijfsrevisoren BV, with registered office at Culliganlaan 5, 1831 Diegem, and registered in the CBE under number 0429.501.944, to carry out the assurance engagement on the consolidated sustainability information of the Company in accordance with the Act of 2 December 2024 on the disclosure of sustainability information by certain companies and groups and the assurance of sustainability information and containing various provisions, for a term of three years. In accordance with Article 3:60 §2 BCC, this company appoints Lien Winne BV, with Lien Winne, company auditor, as permanent representative, to carry out the mandate. The mandate will expire after the general meeting of shareholders that approves the sustainability information as at 31 December 2027. Decision to set the remuneration for the assurance of the consolidated sustainability information at EUR 72,450 Euro (plus VAT, expenses, IBR contribution and lump sum expense allowance for technology and compliance costs) subject to annual adjustments according to the evolution of the consumer price index or as agreed between the parties.

1. Application of Article 7:151 BCC – EUR 575,000,000 Multicurrency Term and Revolving Facilities Agreement dated 19 February 2025 between, among others, the Company and ING Bank N.V. as agent (the "Multicurrency Term and Revolving Facilities Agreement").

Notes to the agenda item: Article 7:151 BCC concerns the approval of so-called change of control provisions in financing documentation, such as the Multicurrency Term and Revolving Facilities Agreement. The Code provides that if agreements include provisions granting rights in favor of third parties, which may affect the Company's assets in the event of a change of control over the Company, such provisions must be approved by the shareholders.

Proposed resolution: Approval of the provisions of the Multicurrency Term and Revolving Facilities Agreement, and in particular those provisions granting rights to third parties (in this case, the lenders, in the event of a change of control over the Company) that may affect the assets of the Company or result in a liability or obligation for the Company, the exercise of which depends on a public takeover bid for the Company's shares or a change in the control exercised over it (including but not limited to Article 10.2 (Change of Control) of the Multicurrency Term and Revolving Facilities Agreement), in accordance with Article 7:151 BCC.

1. Acknowledgment of resignation and appointment of an independent non-executive director.

Notes to the agenda item: Ms. Ann Desender has informed the Company of her intention to resign from the Board of Directors in her personal capacity, subject to the appointment of Ann Desender BV, permanently represented by Ann Desender.

Upon advice of the nomination and remuneration committee, the board of directors proposes to appoint Ann Desender BV, permanently represented by Ann Desender, as independent non-executive director within the meaning of and meeting all independence criteria provided for in article 7:87 §1 BCC and associations and/or prescribed by the Belgian Corporate Governance Code (the Code) for a period of 4

years. Ann Desender BV's mandate will be remunerated in accordance with the principles established for non-executive directors.

Ann Desender has been Chief Financial Officer at Barco since 2016. She began her career at Barco over 14 years ago as Vice President Corporate Finance & Controlling and has since advanced within the organization to her current position. Ms. Desender began her career at Andersen (now Deloitte). Ms. Desender, of Belgian nationality, holds a master's degree in Applied Economics and has completed the Advanced Management Program at IESE Business School. Ann Desender BV's director profile is available on the Company's website.

Proposed resolution: The general meeting appoints, for a term of 4 years, Ann Desender BV, permanently represented by Ann Desender, as independent non-executive director. The mandate of Ann Desender BV will end immediately after the annual general meeting of the year 2029 and will be remunerated in accordance with the principles established for non-executive directors.

16. Power of attorney.

Proposed resolution: Grant power of attorney (with possibility of substitution) to Mevr. An Goris, choosing as residence Venecoweg 20a, 9810 Nazareth, Belgium, authorized to act independently and to represent the Company regarding fulfilment of the filing and disclosure obligations pursuant to the BCC. This power of attorney entails that the authorized person may take all necessary and useful actions and sign all documents relating to these filing and disclosure obligations, including but not limited to filing the aforementioned decision making with the competent registry of the commercial court, with a view to publication thereof in the Annexes to the Belgian Bulletin of Acts, Orders and Decrees.

1. Miscellaneous.

Voting and majority

Each share shall have one vote. The proposed resolutions on the agenda of the annual meeting shall be passed if they are approved by a simple majority of the votes validly cast on behalf of the shareholders.

Admission conditions

The right to attend the annual meeting of shareholders and to exercise voting right shall be granted only pursuant to the administrative registration of the shares in the shareholder's name at midnight CET on 28 April 2025 (the registration date), (i) through the registration of the registered shares in the Company's shares register, or (ii) in the event of dematerialized shares, by registration in the accounts of a certified account holder or intermediary, irrespective of the number of shares that the shareholder holds on the actual date of the annual meeting.

The certified account holder or intermediary shall provide the shareholder with a certificate stating the number of dematerialized shares that were registered in its accounts in the shareholder's name at the registration date, that the shareholder has expressed to participate with in the annual meeting.

Shareholders shall indicate no later than 6 May 2025 that they wish to participate in the annual meeting of shareholders. This can be done via the shareholders portal of ABN AMRO, which is available on www.abnamro.com/evoting, by email (an.goris@fagron.com)) or by letter to the attention of An Goris, Venecoweg 20a, 9810 Nazareth, Belgium, stating the contact details (phone number and e-mail).

Representatives or proxy holders of shareholders wishing to attend the annual meeting and the extraordinary general meeting of shareholders must confirm their attendance to ABN AMRO via www.abnamro.com/intermediary, by email (an.goris@fagron.com) or by letter to the attention of An Goris, Venecoweg 20a, 9810 Nazareth, Belgium, no later than at midnight CET on 6 May 2025, indicating the number of Company shares (i) held by the represented shareholder on the registration date (29 April 2024), and (ii) registered to vote at the annual meeting of shareholders, including the name of the representative or proxy holder and its contact details (phone number and e-mail).

Holders of bonds, subscription rights, warrants or certificates issued with the Company's cooperation are permitted to attend the annual meeting of shareholders subject to compliance with the admission conditions applicable to shareholders.

The shareholders, their representatives or proxy holders, and holders of bonds, subscription rights, warrants or certificates issued with the Company's cooperation, who have fulfilled the registration requirements and who have indicated to participate via audio/video conference, will receive the dial-in details for the audio/video conference no later than 8 May 2025 by phone or e-mail to access the annual meeting on Monday 12 May 2025 at 3PM CET. The audio/video conference shall be opened at 2:30PM CET on 12 May 2025 to enable processing of the registration formalities.

Shareholders who are not familiar with attending an audio/video conference or who have practical questions regarding the organization of the annual meeting can e-mail an.goris@fagron.com. The Company shall provide practical and technical support for shareholders requiring such support.

The possibility of submitting agenda items and/or motions for voting

In accordance with article art. 7:130 of the BCC, one or more shareholders that jointly hold at least 3% of the Company's share capital shall have the right to have items put on the agenda of the meeting and to submit motions to vote concerning the items on the agenda or to be put on the agenda. Such requests must be submitted by email to an.goris@fagron.com, no later than 18 April 2025. More detailed information on the conditions for making use of this option is available on the Company's website.

If applicable the agenda with any such additions, will be published on the Company's website and in the Belgian Official Gazette and a national newspaper, no later than on 25 April 2025.

Right to ask questions

At the meeting, directors shall only answer questions submitted by shareholders by email (an.goris@fagron.com) or by phone (+31 10 798 7204) no later than 6 May 2025, or asked at the meeting and regarding the board report or items on the agenda in accordance with the relevant applicable legislation. The statutory auditor shall also answer questions asked by shareholders regarding her report.

More detailed information on the right to ask questions is available at the Company's website. Questions submitted in writing and the answers to those questions will be published at the Company's website before the annual meeting.

Proxies and voting instructions

Shareholders who wish to be represented by a proxy at the annual meeting of shareholders can indicate this via www.abnamro.com/evoting no later than 6 May 2025 at 24:00 CET Alternatively, shareholders can give voting instructions to Johan Verlinden via www.abnamro.com/evoting. Shareholders can also use the written

proxy form as prepared by the board of directors. A copy is available at the Company's registered office. The proxy form is also available at the Company's website. Other proxy forms will not be accepted. The written proxy form must be deposited at the Company's registered office, at the attention of the board of directors, or sent by email to an.goris@fagron.com, no later than 6 May 2025 at 24:00 CET.

Availability of documents

As from 11 April 2025, on working days and during the normal opening hours of the office, shareholders and holders of subscription rights, warrants, bonds and certificates issued with the Company's cooperation may review the documents to be presented to the general meeting, the motions to vote or, if the item does not require any resolution, comments from the board of directors for each agenda item to be discussed, and the forms to be used for voting by proxy, at the Company's registered office.

Any further information that must be made available in accordance with art. 7:129 BCC shall be made available at the Company's website or via the ABN AMRO portal (www.abnamro.com/evoting) on 11 April 2025.

Data protection

The Company is responsible for the processing of the personal data which it receives from shareholders and proxy holders in relation to the annual meeting. The Company will use those data for the registration and voting procedures at the annual meeting, in accordance with the applicable legislation and in its interest to analyze the results of the votes. The Company may share such data with related entities and with third party service providers that are assisting the Company for this purpose. The data are stored no longer than necessary for this purpose (in particular the proxies, the votes by letter, the attendance registrations and the attendance register are being kept as long as the minutes of the annual meeting must be kept complying with Belgian law).

Shareholders and proxy holders can find more information regarding the processing of their personal data, including their rights, in the Company's Privacy Policy which is available at the Company's website and they can contact the competent privacy authority or the Company via privacy@fagron.com.

The annual shareholders meeting and the extraordinary general meeting of shareholders will be held in the Dutch language. The original Dutch version of this document is available. In the event of differences between the English translation and the Dutch original, the latter prevails.

The board of directors 11 April 2025