Hyloris Pharmaceuticals SA

AGM Information • Jun 10, 2025

Hyloris Pharmaceuticals SA

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")

MINUTES OF THE ORDINARY GENERAL MEETING OF 10 JUNE 2025

On Tuesday, 10th of June 2025 at 14:00 (Central European Summer Time), an ordinary general meeting of shareholders (the "Meeting") is held at Boulevard Patience & Beaujonc 3/1, 4000 Liège, Belgium.

OPENING OF THE MEETING

For this year's Meeting, the Company invites all participants to exercise their rights in one of the following manners:

• 1. Vote by letter ahead of the Meeting; or
• 1. Be represented by proxy at the Meeting; or
• 1. Attend the Meeting physically.

Composition of the Bureau

The Meeting is opened at 14:00 under the chairmanship of Mr. Stefan Yee (the Chairman).

The Chairman appoints Mr. Thomas Jacobsen as secretary of the Meeting (the Secretary).

The Chairman proposes not to appoint tellers to count the votes. The Meeting unanimously agrees on this point.

Working language

The Chairman notes that, in accordance with applicable law, French is the official working language for the Meeting. The Chairman notes that a translation in English of the minutes of this Meeting will be provided.

CONVOCATION OF THE MEETING

The notice convening this Meeting as provided for in the Belgian companies and associations code (the Belgian Companies and Associations Code), has been published in:

• L'Echo on 9 May 2025
• the Belgian Official Gazette on 9 May 2025;
• the Company's website on 9 May 2025

Proof of the publications are submitted to the Bureau. The proof will be kept in the files of the Company, together with the minutes of this Meeting.

The notices convening the Meeting have also been sent on May 9, 2025 to the registered shareholders, the warrant holders, the directors and the statutory auditor KPMG Bedrifsrevisoren, represented by Mr. Legein.

Proof of the convening notice is being submitted to the Bureau. The proof will be kept in the files of the Company together with the minutes of this Meeting.

In addition, as from 9 May 2025, the following documentation has been made available to the shareholders and to the public issued by the Company on the Company's website:

• the convening notice;
• a proxy form;
• a vote by letter form;

Proof of the publication of the convening notices, proof of the convening notice and proof of publication of the documents mentioned in the list above will be kept in the files of the Company together with the minutes of this Meeting.

ATTENDANCE LIST

The registration date of the Meeting was Tuesday, 27th of May 2025 at midnight (24:00 (Central European Summer Time). In accordance with the applicable legislation, only persons holding shares issued by the Company at the aforementioned registration date shall be entitled to participate in the Meeting and are listed in the attendance list attached as Annex 1.

In this respect, an attendance list has been prepared indicating (i) the identity of the shareholders which participate to the Meeting, (ii) the domicile or registered office of such shareholders, (iii) if applicable, the identity of the proxy holder of such shareholders, and (iv) the number of shares with which such shareholders are participating in the voting.

A separate list has been prepared for the shareholders that have validly submitted their votes by letter in accordance with the Belgian Companies and associations code and the articles of association of the Company.

Further, the Company has not received any request, in accordance with the Belgian Companies and Associations Code, from shareholders who, alone or jointly, represent at least three (3) % of the capital, to include additional items on the agenda of the Meeting and/or to propose draft resolutions concerning items that have been or should have been included on the agenda.

The Company's capital amounts to 140.001,87 EUR and is represented by 28.000.374 shares, without nominal value, each representing the same fraction of the Company's capital. Based on the aforementioned attendance list and the verification of the Meeting, it appears that 15.508.637 shares in total or 55,39 % of the outstanding and existing shares are present or represented at the Meeting.

The Chairman notes that the directors of the Company were invited. Mr. Stijn Van Rompay, Mr. Thomas Jacobsen, Mr. Vincent Van Dessel and Mr. Stefan Yee participate to the Meeting.

The Chairman also notes that the statutory auditor of the Company, KPMG Bedrijfsrevisoren, represented by Mr. Legein, was invited and participates to this Meeting.

QUORUM AND VOTING

In accordance with article 25/1 of the law of 2 May 2007 on the disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market, and the articles of associations of the Company, no person can participate to an ordinary general meeting for more voting rights than attached to the shares with respect to which such person has filed with the Company a notification at least twenty (20) days prior to the date of the ordinary general meeting. The relevant thresholds for a notice are three (3) %, five (5) %, seven and a half (7.5) %, ten (10) %, fifteen (15) %, twenty (20) % and any further multiple of five (5) % of the outstanding voting rights. For all shareholders voting by letter or voting by proxy, it is established that they can participate with all the shares they have deposited.

There is no quorum or majority requirement for deliberating and voting on the Meeting's agenda items below. Subject to applicable law, each share is entitled to one vote. The resolutions proposed in the

agenda will be passed if a simple majority of the votes validly cast approves it.

In accordance with Article 7:135 of the Belgian Companies and Associations Code, the holders of profitsharing certificates, convertible bonds, warrants or certificates issued with the cooperation of the Company are entitled to participate in the Meeting and may cast an advisory vote.

VALIDITY OF THE MEETING

The aforementioned statements of the Chairman are verified and approved by the Meeting. Subsequently, the Meeting determines and confirms that it has been validly convened and is validly constituted.

AGENDA AND RESOLUTIONS

AGENDA

The Chairman elaborates upon the Meeting's agenda items:

• 1. Take cognizance of the Board of Directors' report for the financial year ending on the 31* of December 2024.
• 1. Take cognizance of the statutory auditor's report for the financial year ending on the 31ª of December 2024.
• 1. Approve the annual accounts for the financial year ending on the 31st of December 2024 and approve profit-and-loss allocation.
• 1. 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.
• 1. Take cognizance of the consolidated annual accounts for the financial year ending on the 31st of December 2024.
• Grant discharge to the directors. 6.
• 1. Take cognizance of the resignation of the following directors:
  2. Mr. Marc FOIDART;
  3. Mr. Vincent VAN DESSEL; and
  4. Ms. Revital RATTENBACH.
• 1. Approve the appointment of the following persons as directors of the Company
  2. Biofinance Consulting BV, represented by Ms. Mélanie MESTDAGT;
  3. Sybefica Invest BV, represented by Mr. Vincent VAN DESSEL; and
  4. IRYL Partners SAS, represented by Ms. Revital RATTENBACH.
• 1. Grant discharge to the statutory auditor.
• 1. Approve the appointment of BDO BEDRIJFSREVISOREN BV | BDO RÉVISEURS D'ENTREPRISES SRL, represented by Mr. Christophe PELZER, as statutory auditor of the Company.

• 1. Vote (advisory vote) on the remuneration report for the financial year ending on the 31ª of December 2024.
• 1. Grant power of attorney for the performance of formalities.

QUESTIONS

Every shareholder and warrant holder had the right to ask questions to the Board of Directors and the statutory auditor in relation to the items on the agenda of the Meeting.

These questions are the following:

1/ The cardiovascular pipeline on the Hyloris still mentions "commercialized by Hyloris in the U.S.". The annual report does not provide more detailed information. What is the timeline for the final decision on the US strategy ? Cost (new capital) ?

Mr. Van Rompay refers to the language of the 2024 Annual Report that explains that the Company is currently evaluating the most effective path to commercialize the cardio products, which may involve self-commercialization or partnering through licensing agreements.

2/ In previous communications, it was clearly stated that product pipeline additions would require additional capital. The KBC analyst considers this an impediment to rerate the share price. Section 3.1 on page 123 stays vague. Can the capital requirements be explained in detail?

Mr. Van Rompay refers to the language of the Press Release issued on March 20, 2024.

3/ What is the latest status of the quest for a new CEO?

The Chairman responds that the new Board of Directors will assess this matter carefully and take a decision that it believes to be in the best interest of the Company.

RESOLUTIONS

Before opening the votes, the President recalls that with the Auditor's agreement, the bureau was exempted from reading the reports provided for on the agenda, these having been available to each of the shareholders who were thus able to read these documents before the meeting.

The Meeting proceeds to the deliberation of the Meeting's agenda items:

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

Tyloris

Proposed Resolution

This agenda item does not require a resolution.

Resolution:

The Meeting takes note of the Board of Directors' report for the financial year ending on the 31th of December 2024.

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.

Resolution:

The Meeting takes note of the statutory auditor's report for the financial year ending on the 315 of December 2024.

3. Approve the annual accounts for the financial year ending on the 31st of December 2024 and approve the profit-and-loss allocation

Proposed Resolution

It is proposed that 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 be approved. The profit-and-loss allocation is set out as follows:

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

Resolution:

The Meeting resolves to approve the annual accounts for the financial year ending on the 315 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 of financial year 2024	EUR 14,391,206
Loss carried forward from the previous financial year	EUR 18,906,575
Loss to carry forward	EUR 33,297,781

Hyloris

This resolution is passed as follows:

FOR	AGAINST	ABSTAIN
15,411,801	2,312	94.524

15.508.637 valid votes have been registered for shares, which represents 55,39 % of the capital of the Company.

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.

Resolution:

The Meeting takes note 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.

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.

Resolution:

The Meeting takes note of the consolidated annual accounts for the financial year ending on the 31st of December 2024.

6. Grant discharge to the Directors

Proposed Resolution

It is proposed that discharge be granted to each director in respect of his/her/its duties 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 on which the Annual Shareholders' Meeting is held).

Resolution:

The Meeting resolves to grant discharge, by separate vote, to each director in respect of his/her/its duties 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).

This resolution is passed as follows:

FOR	AGAINST	ABSTAIN
15,411,801	2,312	94,524

15.508.637 valid votes have been registered for shares, which represents 55,39 % of the capital of the Company.

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

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.

Resolution:

The Meeting takes note of the resignation of the mandates of Mr. Marc FOIDART, Mr. Vincent VAN DESSEL and Ms. Revital RATTENBACH as independent directors of the Company.

This resolution is passed as follows:

FOR	AGAINST	ABSTAIN
15,411,113		94,524

15.508.637 valid votes have been registered for shares, which represents 55,39 % of the capital of the Company.

8. Approve the appointment of the following persons as directors of the Company:

Proposed Resolution

It is proposed 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.

Resolution:

The Meeting resolves 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.

This resolution is passed as follows:

FOR	AGAINST	ABSTAIN
15,411,113		94,524

15.508.637 valid votes have been registered for shares, which represents 55,39 % of the capital of the Company.

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.

Resolution:

The Meeting resolves not to grant discharge to KPMG BEDRIJFSREVISOREN BV | KPMG RÉVISEURS D'ENTREPRISES SRL, represented by Mr. Tanguy Legein, the statutory auditor of the Company in respect of its duties for the financial year ending on the 31st of December 2024.

This resolution is passed as follows:

FOR	AGAINST	ABSTAIN
540,748	3,272,460 11,696,429

15.508.637 valid votes have been registered for shares, which represents 55,39 % of the capital of the Company.

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 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).

Resolution:

The Meeting resolves to appoint 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.

This resolution is passed as follows:

FOR	AGAINST	ABSTAIN
15,411,801	2.312	94,524

15.508.637 valid votes have been registered for shares, which represents 55,39 % of the capital of the Company.

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/.

Resolution:

The Meeting resolves that the remuneration report for the financial year ending on the 31st of December 2024, is approved.

This resolution is passed as follows:

FOR	AGAINST	ABSTAIN
15,411,801	2,312	94,524

15.508.637 valid votes have been registered for shares, which represents 55,39 % of the capital of the Company.

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, 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.

Resolution:

The Meeting resolves that special powers are granted to Mr. Stefan Yee, Chairman of the Board of Directors, and to Ms. Gisèle Rosselle, Mr. Céderic Devroey, Ms. Marie-Elisabeth Dubois, Mr. Theotime 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 publications 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.

This resolution is passed as follows:

FOR	AGAINST	ABSTAIN
15,414,113		94.524

15.508.637 valid votes have been registered for shares, which represents 55,39 % of the capital of the Company.

***

As no further agenda items need to be dealt with and no one asks to take the floor, the Chairman closes the Meeting at 15:30.

These minutes are signed by the Bureau.

Signed by:

Stefan Yee Chairman

Thomas Jacobser Secretary

Annex 1 : Attendance lists

Shareholder/Warrant holder	Address	PC	City	# Shares (in register/registered)
Thomas Jacobsen	Beekstraat 73	1980	7emst	3,857,838
Nati Ortiz Gordo	Mereldreef 55	3140	Keerbergen	320,000
Pieter Van Rompay	Mereldreef 55	3140	Keerbergen	1,041,744
Stijn Van Rompay	Vlieghavenlaan 24	3140	Keerbergen	7,743,067
Lieve Van Rompay	Papenakker 17	9070	Heusden	400,000
Nick Reunbroek	Papenakker 17	9070	Heusden	1,510,716
Maurizio Passanisi	Ch. Du Forestier 11	4141	Sprimont	94,524
Kurt De Herdt	Zwaluwenlaan 3	1780	Wemmel	1,000
NOSHAQ	Rue Lambert Lombard 3	4000	Liège	534,813
FUROCLEAR	Bd. Du Roi Albert II 1	1210	Brusse	123
Citibank Europe PLC	1 North Wall Quay		Dublin	2,312
GO4VALUES SARL	DUARREFSTROOSS 31A	9944	BEILER	2,500

	15,508,637
	55.39%