Hyloris Pharmaceuticals SA

AGM Information • May 9, 2025

Hyloris Pharmaceuticals SA

Public limited liability company (société anonyme/naamloze vennootschap) Boulevard Patience & Beaujonc 3/1 4000 Liège Belgium Register of legal entities: 0674.494.151 (Liège, Liège Division)

(the "Company")

Vote by Letter

The Company invites participants to vote by letter ahead of the ordinary general meeting (the "Annual Shareholders' Meeting") that will be held:

on 10 June 2025 at 14:00 (Belgian time)

at Boulevard Patience & Beaujonc 3/1, 4000 Liège, Belgium.

Please send a completed, dated and signed vote by letter form to the Company by no later than 4 of June 2025 (date of receipt by the Company), by email to corporate@hyloris.com or by post to Hyloris Pharmaceuticals SA, Boulevard Patience & Beaujonc 3/1, 4000 Liège, Belgium, to the attention of Mr. Stefan Yee, Chairman of the Board of Directors of the Company.

Please note that Company will reject votes by letter that arrive late or do not comply with the requirements set out in the convening notice.

There is no attendance quorum requirement for the deliberation and voting on the agenda items referred to in the below agenda of the Annual Shareholders' Meeting. The resolution proposed in the agenda will be passed if a simple majority of the votes validly cast approves it.

This vote by letter form is valid for any other shareholders' meeting that is held with the same agenda as the Annual Shareholders' Meeting that may be convened subsequently as a result of delay or adjournment.

The undersigned, (name and first name) or (name of the company and its legal representative(s)):

__________________________________________________________________________________

__________________________________________________________________________________

residing at or having its registered office at:

• i. owner of ______________________ registered shares of the Company, for which he/she/it declares to have completed the Formalities for Participation set out in the convening notice and intends to vote (Complete where applicable);
• ii. owner of ______________________ dematerialised shares of the Company, for which he/she/it declares to have completed the Formalities for Participation set out in the convening notice and intends to vote (Complete where applicable);
• iii. owner of ______________________ registered subscription rights of the Company, for which he/she/it declares to have completed the Formalities for Participation set out in the convening notice and intends to vote (Complete where applicable).

Hereby votes by letter:

in the manner indicated below in relation to the proposed resolutions of the Annual Shareholders' Meeting, which will be held on 10 June 2025 at 14:00 (Belgian time) at Boulevard Patience & Beaujonc 3/1, 4000 Liège, Belgium.

Please note that blanc voting forms are void. If you do not give voting instructions in relation to one of the proposed resolutions or if, for whatever reason, there is lack of clarity on the voting instructions given, the shareholder or subscription right holder will abstain from voting in relation to that proposed resolution. If there should be a vote on decisions to be taken by the Annual Shareholders' Meeting, during the Annual Shareholders' Meeting, concerning the conduct and/or organization of the Annual Shareholders' Meeting, subject to compliance with the Belgian Code on Companies and Associations (the "BCCA"), the shareholder or subscription right holder will abstain from voting.

In the event of changes to the agenda and/or proposed resolutions, the Company will publish a revised agenda with additional agenda items and/or additional proposed resolutions by not later than 26 May 2024.

Simultaneously with the publication of a revised agenda, the Company will make an amended vote by letter form available on the Company's website at:

https://hyloris.com/shareholders-meeting-2025/

Vote by letter forms that have reached the Company prior to the publication of a revised agenda remain, on the one hand, valid for those agenda items to which the votes by letter apply. On the other hand, the shareholder will abstain from voting on any new agenda items or proposed resolutions. Therefore, shareholders have the possibility to submit a new vote by letter form by using the amended forms, in accordance with the convening notice.

1. ANNUAL SHAREHOLDERS' MEETING

The Annual Shareholders' Meeting will be held on 10 June 2025 at 14:00 (Belgian time) at the Company's registered office.

Details of the applicable registration and voting formalities relating to the Annual Shareholders' Meeting are set forth below.

Agenda Voting Instructions

1. Take cognizance of the Board of Directors' report for the financial year ending on the 31st of December 2024

Proposed Resolution

This agenda item does not require a resolution.

2. Take cognizance of the statutory auditor's report for the financial year ending on the 31st of December 2024

Proposed Resolution

This agenda item does not require a resolution.

3. Approve the annual accounts for the financial year ending on the 31st of December 2023 and approve the profit-and-loss allocation

Proposed Resolution

It is proposed to approve the annual accounts for the financial year ending on the 31st of December 2024 and the profit-and-loss allocation as proposed by the Board of Directors. The profit-and-loss allocation is set out as follows:

Loss to carry forward	EUR 33,297,781
Loss carried forward from the previous financial year	EUR 18,906,575
Loss of financial year 2024	EUR 14,391,206

☐ FOR	☐ AGAINST	☐ ABSTAIN
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4. Take cognizance of the Board of Directors and the statutory auditor's reports on the consolidated annual accounts for the financial year ending on the 31st of December 2024

Proposed Resolution

This agenda item does not require a resolution.

5. Take cognizance of the consolidated annual accounts for the financial year ending on the 31st of December 2024

Proposed Resolution

This agenda item does not require a resolution.

6. Grant discharge to the directors

Proposed Resolution

It is proposed that discharge be granted to each director in respect of his/her/its mandate for the financial year ending on the 31st of December 2024, including the convening of the Annual Shareholders' Meeting as well as the submission, publication and filing of the (consolidated) annual accounts and the annual report and audit report on the (consolidated) annual accounts in derogation of the applicable legal and statutory provisions (relating to the convening, formalities, deadlines, the availability of certain documents on specific dates and the dates on which the Annual Shareholders' Meeting is held).

☐ FOR	☐ AGAINST	☐ ABSTAIN

7. Take cognizance of the resignation of the following directors:

• - Mr. Marc FOIDART;
• - Mr. Vincent VAN DESSEL; and

- Ms. Revital RATTENBACH

On 23 April 2025, Mr. Marc FOIDART, resigned as independent director of the Company, with effect as from the close of the Annual Shareholders' Meeting that will vote on the annual accounts for the financial year ending on the 31st of December 2024.

On 15 April 2025, Mr. Vincent VAN DESSEL, resigned as independent director of the Company, with effect as from the close of the Annual Shareholders' Meeting that will vote on the annual accounts for the financial year ending on the 31st of December 2024.

On 15 April 2025, Ms. Revital RATTENBACH, resigned as independent director of the Company, with effect as from the close of the Annual Shareholders' Meeting that will vote on the annual accounts for the financial year ending on the 31st of December 2024.

Proposed Resolution

It is proposed to take cognizance of the end of, and, as far as necessary, to accept, the resignation of the mandates of Mr. Marc FOIDART, of Mr. Vincent VAN DESSEL and of Ms. Revital RATTENBACH, with effect as from the close of the Annual Shareholders' Meeting that will vote on the annual accounts for the financial year ending on the 31st of December 2024.

☐ FOR	☐ AGAINST	☐ ABSTAIN
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• 8. Approve the appointment of the following persons as directors of the Company:
  • - Biofinance Consulting BV, represented by Ms. Mélanie MESTDAGT;
  • - Sybefica Invest BV, represented by Mr. Vincent VAN DESSEL; and
  • - IRYL Partners SAS, represented by Ms. Revital RATTENBACH.

Upon recommendation of the nomination and remuneration committee, the Board of Directors proposes to appoint:

• Biofinance Consulting BV, represented by Ms. Mélanie MESTDAGT,
• Sybefica Invest BV, represented by Mr. Vincent VAN DESSEL, and
• IRYL Partners SAS, represented by Ms. Revital RATTENBACH.

as independent directors for a term of 3 years until the close of the Annual Shareholders'

Meeting to be held in 2028.

According to the information made available to the Company, Biofinance Consulting BV, represented by Ms. Mélanie MESTDAGT, Sybefica Invest BV, represented by Mr. Vincent VAN DESSEL and IRYL Partners SAS, represented by Ms. Revital RATTENBACH, meet the general independence criteria set out in article 7:87 of the Belgian Code of companies and associations and the specific independence criteria set out in provision 3.5 of the Belgian Code on corporate governance. The Board of Directors confirms that it has no indications of any element that would bring into doubt their independence in the meaning of article 7:87 of the Belgian Code of companies and associations.

Proposed resolution

It is proposed to appoint:

• (i) Biofinance Consulting BV, represented by Ms. Mélanie MESTDAGT, as independent director for a term of 3 years, until the close of the Annual Shareholders' Meeting to be held in 2028, and remunerated according to the Remuneration Policy of the Company,
• (ii) Sybefica Invest BV, represented by Mr. Vincent VAN DESSEL, as independent director for a term of 3 years, until the close of the Annual Shareholders' Meeting to be held in 2028, and remunerated according to the Remuneration Policy of the Company,
• (iii) IRYL Partners SAS, represented by Ms. Revital RATTENBACH, as independent director for a term of 3 years, until the close of the Annual Shareholders' Meeting to be held in 2028, and remunerated according to the Remuneration Policy of the Company.

☐ FOR	☐ AGAINST	☐ ABSTAIN
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9. Grant discharge to the statutory auditor

Proposed Resolution

It is proposed that discharge be granted to KPMG BEDRIJFSREVISOREN BV | KPMG RÉVISEURS D'ENTREPRISES SRL, represented by Mr. Tanguy Legein, in respect of its duties for the financial year ending on the 31st of December 2024.

☐ FOR	☐ AGAINST	☐ ABSTAIN

10. Appointment of BDO BEDRIJFSREVISOREN BV | BDO RÉVISEURS D'ENTREPRISES SRL, represented by Mr. Christophe PELZER, as statutory auditor of the Company

Proposed resolution

It is proposed that, upon recommendation of the Audit Committee, the Annual Shareholders' Meeting appoints BDO BEDRIJFSREVISOREN BV | BDO RÉVISEURS D'ENTREPRISES SRL, represented by Mr. Christophe PELZER, having its registered office at Da Vincilaan 9, BUS 6, 1935 ZAVENTEM , Belgium, with enterprise number BE 0431.088.289, as statutory auditor of the Company for a term of three (3) years ending at the close of the general meeting that will resolve on the approval of the annual accounts for the financial year that will end on 31 December 2027. The representative (currently) designated by BDO BEDRIJFSREVISOREN BV | BDO RÉVISEURS D'ENTREPRISES SRL is Mr. Christophe PELZER, accredited auditor. The statutory auditor's annual fee for the audit of the annual accounts of the Company and the consolidated accounts, is fixed at EUR 104,500 (excl. [VAT, out-of-pocket expenses and the IRE/IBR fee]).

☐ FOR	☐ AGAINST	☐ ABSTAIN

11. Vote (advisory vote) on the remuneration report for the financial year ending on the 31st of December 2024

Proposed resolution

It is proposed to approve the remuneration report for the financial year ending on 31 December 2024, as elaborated in the annual report in the subsection Corporate Governance – Remuneration Report (p. 62 and following), be approved. The 2024 annual report is available on the Company's website at https://hyloris.com/shareholders-meeting-2025/.

☐ FOR	☐ AGAINST	☐ ABSTAIN

12. Grant power of attorney for the performance of formalities

Proposed resolution

It is proposed that special powers be granted to Mr. Stefan Yee, Chairman of the Board of Directors of the Company, and to Ms. Gisèle Rosselle, Mr. Céderic Devroey, Ms. Marie-Elisabeth Dubois, Mr. Théotime Liesenborghs and Mr. Olivier Martens who are all lawyers of the law firm Strelia, whose registered office is at Rue de la Régence 52, 1000 Brussels, Belgium, to allow them to act individually, and with full power of substitution and sub-delegation, to perform in the name and on behalf of the Company all formalities pertaining to the publication obligations imposed by law regarding the resolutions adopted at the Annual Shareholders' Meeting and, more particularly, to publish an excerpt of these minutes in the Annexes to the Belgian Official Gazette and, generally, to perform all steps at the Clerk's office of the Court of Enterprises and everything necessary for these purposes.

To the extent permitted by law, the undersigned waives any liability claim against the attorney(s)-in-fact (as well as the substitutes and subdelegates) and undertakes to indemnify them for any damage they may incur because of any act carried out in relation to this power of attorney.

☐ FOR	☐ AGAINST	☐ ABSTAIN
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***

Done at ________, on ______ 2025
by ______________

(name and first name) or (name of the company and its legal representative(s)) Signature(s):