Pre-Annual General Meeting Information • Sep 29, 2025
Pre-Annual General Meeting Information
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The shareholders of B&S Group (B&S or the Company) are invited to attend
of shareholders
on Thursday 30 October 2025 at 9:30 a.m. CET
at Hotel Le Royal, 12 Boulevard Royal, Luxembourg, GD-Luxembourg
to vote on the agenda items specified below.
Please refer to the procedures to be able to participate in, and to cast vote in, the Meeting described under the section "General Information" of this convening notice. Shareholders are required to exercise their voting rights exclusively in accordance with those procedures.
Dear Shareholder,
Notice is hereby given that the EGM of B&S will be held on Thursday 30 October 2025 at 9:30 hours a.m. CET at Hotel Le Royal, 12 Boulevard Royal, Luxembourg, GD-Luxembourg.
The Company intends to appoint Mr. D.C. Doijer, chair of the Company's supervisory board as chairman of the Meeting, Mr. B.L.M. Schreuders as scrutineer and Mrs. S. van den Eertwegh as secretary for the purposes of constituting the bureau of the Meeting. If any of the persons mentioned above cannot, for any reason whatsoever, attend the Meeting any other persons may be appointed subject to the terms of the articles of association of the Company (the Articles of Association).
This invitation to the Meeting has to be read in conjunction with, inter alia, the following documents all of which are available as of 17 September 2025 on the corporate website of the Company:
B&S Group S.A.
The Executive Board
Mensdorf, G-D Luxembourg, 29 September 2025
On 17 September 2025, an offer memorandum (biedingsbericht) (the Offer Memorandum) was made publicly available containing the details of the recommended public offer by ELBF Investments Netherlands B.V. (the Offeror) to acquire all issued and outstanding shares in the share capital of the Company (the Shares, and each a Share) at an offer price of EUR 5.96 ex dividend for the dividend of EUR 0.19 per Share declared on 3 July 2025 and 'cum dividend' for any other distributions on the Shares in cash per Share (the Consideration), and on the terms and subject to the conditions and restrictions set forth in the Offer Memorandum (the Offer).
The Offer Memorandum has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten). The offer period for the Offer, commenced on 18 September 2025 at 09:00 hours CEST and, unless extended, will end on 13 November 2025 at 17:40 hours CET (such period, as it may be extended from time to time, the Offer Period).
Capitalized but undefined terms in these explanatory notes shall have the meaning as described to them in the Offer Memorandum.
In addition to the key terms such as the Consideration, the Offer Period, the acceptance procedure and the settlement of the Offer by transfer of the Shares against payment of the Consideration by the Offeror (Settlement and such date the Settlement Date), the Offer Memorandum contains an explanation of the offer conditions to declare the Offer unconditional and other relevant information regarding the Offer, its consequences and the parties involved in the Offer.
On 17 September 2025, the Company published a position statement relating to the Offer (the Position Statement). The Company's executive board (the Executive Board) and the Company's supervisory board (the Supervisory Board) have extensively considered the Offer and the Consideration. Reference is made to the Position Statement, in which the decision-making process and the recommendation of the Executive Board and the Supervisory Board are included and the financial and non-financial terms of the Offer are explained.
As set out in the Position Statement, the Executive Board and the Supervisory Board unanimously (i) support the Offer and related transactions, (ii) recommend to the holders of Shares (the Shareholders) to accept the Offer at the Consideration and to tender their Shares pursuant to the Offer, and (iii) recommend to the Shareholders to vote in favour of the resolutions proposed at two EGMs of the Company.
During this first EGM (the Offer EGM), the Executive Board and the Supervisory Board will give a presentation on the Offer and the Offer will be discussed.
The merger agreement between the Company and the Offeror dated 3 April 2025 provides the Offeror the possibility, after completion of the Offer, to acquire 100% of the Shares or the Company's assets, liabilities and operations, by (i) implementing the Post-Closing Asset Sale and Liquidation, or (ii) the Statutory Squeeze-Out, both on the terms and subject to the conditions set forth in Section 6.14 of the Offer Memorandum and Section 6 of the Position Statement.
The Company will hold a second EGM (the Asset Sale EGM) after Settlement, where the post-closing restructuring measures will be discussed and Shareholders may vote on the Asset Sale Resolutions. By tendering its Shares, each Shareholder (i) grants a power of attorney and instruction to each of the secretary of the Company, the Offeror and the Settlement Agent to vote in favour of the Asset Sale Resolutions at the Asset Sale EGM on all of the Shares tendered by such Shareholder (as further described in Section 6.23.6 of the Offer Memorandum), and (ii) provides its express irrevocable consent (uitdrukkelijke onherroepelijke goedkeuring) to each Admitted Institutions, and each of such Shareholder's custodian(s), bank(s) or stockbroker(s), as applicable, to share the name and address details of such Shareholder, the number of Shares such Shareholder holds and any other relevant details with each of the secretary of the Company, the Offeror and/or the Settlement Agent.
The Offer Memorandum and the Position Statement are available on, and can be obtained free of charge from, the website of the Company (https://www.bs-groupsa.com/offer-page/).
The Company and the Offeror have agreed that Mr. P.J. van Mierlo and Mr. M. Faasse will resign as members of the Executive Board as from the Settlement Date, and that two individuals designated by the Offeror will be appointed as new members of the Executive Board, subject to the Offer being declared unconditional.
In accordance with the designation of the Offeror and article 16.1 of the Articles of Association, the Supervisory Board is submitting a nomination to appoint Mr. B.A. Wissink as member of the Executive Board, subject to the Offer being declared unconditional, for a term of two years which will start as from the Settlement Date. If appointed by the EGM, Mr. B.A. Wissink will be serving as Chief Executive Officer (CEO) of B&S.
Mr. B.A. Wissink is a highly experienced executive and was chief financial officer of Just Eat Takeaway.com from 2015 to 2024, and chief operating officer of Takeaway.com from 2012 to 2015. He is currently a supervisory board member of Faber Groep B.V. Given his extensive experience and qualifications, his appointment as CEO of B&S will lead to a professional and qualified management. A positive advice from the Joint Works Council has been obtained.
The EGM, approves the appointment of Mr. B.A. Wissink as Executive Board member, serving as CEO, effective as from the Settlement Date and subject to the Offer being declared unconditional for a term of two years.
The Company and the Offeror have agreed that Mr. P.J. van Mierlo and Mr. M. Faasse will resign as members of the Executive Board as from the Settlement Date, and that two individuals designated by the Offeror will be appointed as new members of the Executive Board, subject to the Offer being declared unconditional.
In accordance with the designation of the Offeror and article 16.1 of the Articles of Association, the Supervisory Board is submitting a nomination to re-appoint Mr. M. Faasse as member of the Executive Board, subject to the Offer being declared unconditional, for a term which will start as from the Settlement Date and will continue through 1 July 2026. If re-appointed by the EGM, Mr. M. Faasse will be serving as chief financial officer (CFO) of B&S.
Mr. M. Faasse is a highly experienced chartered accountant who has been committed to B&S for 11 years. He has extensive financial expertise and experience in working closely with and as a member of the Executive Board. He brings broad financial experience and thoroughly understands B&S' operations and strategic priorities. Having held a variety of important financial roles in B&S' business segments and at holding level throughout these years (including as CFO of B&S), he is well prepared.
The EGM, approves the re-appointment of Mr. M. Faasse as Executive Board member, serving as CFO, effective as from the Settlement Date and subject to the Offer being declared unconditional for a term until 1 July 2026.
It is proposed to the Shareholders to accept the resignation of Mr. P.J. van Mierlo and Mr. M. Faasse, to approve the management as conducted by the Executive Board from 1 January 2025 up to and including the date of this EGM, and to grant full and final discharge to Mr. P.J. van Mierlo and Mr. M. Faasse as resigning members of the Executive Board in relation to this period (such discharge to be granted subject to the claims and rights of action as from the provisions of Luxembourg laws), effective as from the Settlement Date and subject to the Offer being declared unconditional.
The EGM accepts the resignation of Mr. P.J. van Mierlo and Mr. M. Faasse, approves the management as conducted by the Executive Board from 1 January 2025 until the date of this EGM and decides to grant full and final discharge (such discharge to be granted subject to the claims and rights of action as from the provisions of Luxembourg laws) to Mr. P.J. van Mierlo and Mr. M. Faasse as resigning members of the Executive Board in relation to this period, such discharge to be renewed and confirmed at the next annual general meeting of the Shareholders, all of the above effective as from the Settlement Date and subject to the Offer being declared unconditional.
The Company and the Offeror have agreed that all current members of the Supervisory Board will resign as members of the Supervisory Board as from the Settlement Date, and that, subject to the Offer being declared unconditional, individuals designated by the Offeror will be appointed as new members of the Supervisory Board.
In accordance with the designation of the Offeror and article 23.5 of the Articles of Association, the Supervisory Board is submitting a proposal to appoint Mrs. A. Oldroyd as member of the Supervisory Board as per the resolution of the Supervisory Board dated 29 September 2025, and subject to the Offer being declared unconditional, for a term of two years which will start as from the Settlement Date.
Mrs. A. Oldroyd has gained significant experience as a supervisory board member of Lucas Bols from 2016 to 2025, and as a non-executive director / board advisor of Brockmans Gin from 2015 to 2025. She is currently a managing director of Fluxion Advisors, and with her extensive board experience and experience in the liquor sector, she will bring substantial added value to the Supervisory Board.
The proposed appointment complies with the profile drawn up by the Supervisory Board. Mrs. A. Oldroyd will act as an independent member of the Supervisory Board and will be appointed as NFC Supervisory Board Member who will oversee compliance with the Non-Financial Covenants.
The EGM confirms the appointment of Mrs A. Oldroyd as Supervisory Board member effective as from the Settlement Date and subject to the Offer being declared unconditional for a term of two years.
The Company and the Offeror have agreed that all current members of the Supervisory Board will resign as members of the Supervisory Board as from the Settlement Date, and that, subject to the Offer being declared unconditional, individuals designated by the Offeror will be appointed as new members of the Supervisory Board.
In accordance with the designation of the Offeror and article 23.5 of the Articles of Association, the Supervisory Board is submitting a proposal to re-appoint Mrs. K. Smit as member of the Supervisory Board as per the resolution of the Supervisory Board dated 29 September 2025, and subject to the Offer being declared unconditional, for a term of two years which will start as from the Settlement Date.
Mrs. K. Smit has been an independent supervisory board member of B&S since May 2023, has been the chair of B&S' Audit and Risk Committee and has demonstrated strong commitment and knowledge of B&S. Prior to joining B&S, Mrs. K. Smit gained significant experience in the Shell group of companies and as a member of the executive board and CFO of Leiden University Medical Center. Her supervisory board positions included positions in the life sciences and health sector and the cultural sector. The Joint Works Council has confirmed its support for Mrs. K. Smit as the supervisory director that earned the Joint Works Council's recommendation.
The proposed re-appointment complies with the profile drawn up by the Supervisory Board. Mrs. K. Smit will act as an independent member of the Supervisory Board and will be appointed as NFC Supervisory Board Member who will oversee compliance with the Non-Financial Covenants.
The EGM confirms the (re-)appointment of Mrs. K. Smit as Supervisory Board member effective as from the Settlement Date and subject to the Offer being declared unconditional for a term of two years.
The Company and the Offeror have agreed that all current members of the Supervisory Board will resign as members of the Supervisory Board as from the Settlement Date, and that, subject to the Offer being declared unconditional, individuals designated by the Offeror will be appointed as new members of the Supervisory Board.
In accordance with the designation of the Offeror and article 23.5 of the Articles of Association, the Supervisory Board is submitting a proposal to appoint Mr. W.A. Blijdorp as member of the Supervisory Board as per the resolution of the Supervisory Board dated 29 September 2025, and subject to the Offer being declared unconditional, for a term of two years which will start as from the Settlement Date.
Mr. W.A. Blijdorp is one of the founders of B&S, and the long-term (indirect) majority shareholder of B&S. Mr. W.A. Blijdorp brings extensive international business acumen and management expertise as well as experience within the complex business environment of B&S and the specific markets in which it operates. This experience and knowledge contribute to B&S' long-term strategy, where his deep knowledge of the business and diverse geographies and cultural aspects add value to the Supervisory Board.
The proposed appointment complies with the profile drawn up by the Supervisory Board. Taking into account the independence criteria listed in best practice principles 2.1.7 and 2.1.8 of the Dutch Corporate Governance Code, Mr. W.A. Blijdorp, as B&S' founder and (indirect) majority Shareholder, is considered not to be independent.
The EGM confirms the appointment of Mr. W.A. Blijdorp as Supervisory Board member effective as from the Settlement Date and subject to the Offer being declared unconditional for a term of two years.
The Company and the Offeror have agreed that all current members of the Supervisory Board will resign as members of the Supervisory Board as from the Settlement Date, and that, subject to the Offer being declared unconditional, individuals designated by the Offeror will be appointed as new members of the Supervisory Board.
In accordance with the designation of the Offeror and article 23.5 of the Articles of Association, the Supervisory Board is submitting a proposal to appoint Mr. M. Mulders as member of the Supervisory Board as per the resolution of the Supervisory Board dated 29 September 2025, and subject to the Offer being declared unconditional, for a term of two years which will start as from the Settlement Date.
Mr. M. Mulders has been a managing director of Sarabel Capital (B&S' majority shareholder) since 2014. With his extensive managerial and financial expertise and experience, he will bring substantial added value to the Supervisory Board.
The proposed appointment complies with the profile drawn up by the Supervisory Board. Taking into account the independence criteria listed in best practice principles 2.1.7 and 2.1.8 of the Dutch Corporate Governance Code, Mr. M. Mulders is considered not to be independent.
The EGM confirms the appointment of Mr. M. Mulders as Supervisory Board member effective as from the Settlement Date and subject to the Offer being declared unconditional for a term of two years.
It is proposed to the Shareholders to accept the resignation of all current members of the Supervisory Board, comprising Mr. D.C. Doijer, Mr. E.C. Tjeenk Willink, Mrs. K. Smit, Mrs. E.C.J. Versteegden and Mr. L.D.H. Blijdorp (together: the Resigning Supervisory Board Members), to approve the Supervisory Board's supervision from 1 January 2025 up to and including the date of this EGM and to grant full and final discharge (such discharge to be granted subject to the claims and rights of action as from the provisions of Luxembourg laws) to the Resigning Supervisory Board Members in relation to this period, effective as from the Settlement Date and subject to the Offer being declared unconditional.
The EGM accepts the resignation of the Resigning Supervisory Board Members, approves the Supervisory Board's supervision from 1 January 2025 until the date of this EGM and decides to grant full and final discharge (such discharge to be granted subject to the claims and rights of action as from the provisions of Luxembourg laws) to the Resigning Supervisory Board Members in relation to this period, such discharge to be renewed and confirmed at the next annual general meeting of the Shareholders, all of the above effective as from the Settlement Date and subject to the Offer being declared unconditional.
The Extraordinary General Meeting will validly deliberate on agenda item 3 up to and including 6 regardless of the number of Shareholders present and of the number of Shares represented, and the resolutions relating to these agenda items will be adopted by a simple majority of the votes validly cast by Shareholders present or represented. Each share is entitled to one vote.
This convening notice, the agenda, explanatory notes thereto, the proxy form, the correspondence voting form, the total number of Shares and voting rights at the date of this invitation and the documents related to the agenda items are all available on the corporate website as from today:
Hardcopies of these documents may be obtained free of charge by request sent by email to [email protected] or at the registered office of B&S at 14, rue Strachen, L-6933 Mensdorf, Grand Duchy of Luxembourg.
One or more Shareholders representing together at least 5% of the issued share capital of B&S have the right to (i) place items on the agenda of the Meeting and/or (ii) table draft resolutions regarding existing or new agenda items.
Any such request must be received by B&S before 18:00 hours CEST on 8 October 2025. The request must be made in writing by e-mail to [email protected] or postal mail (to B&S Group S.A., for the attention of the Company Secretary, 14, rue Strachen, L-6933 Mensdorf, Grand Duchy of Luxembourg) and must include either (a) the text of the new agenda item and/or a draft resolution, and a background explanation or (b) an alternative resolution for an existing agenda item, with a clear identification of the agenda item concerned, the text of the proposed alternative resolution, and a background explanation. The request must include the name of a contact person and a contact address (postal address or e-mail) to enable B&S to confirm receipt within 48 hours, and proof must be provided that the requestor(s) was/were Shareholder(s) of B&S for at least (/together) 5% of the issued share capital of B&S on (i) the date of the request and, when available, (ii) the Record Date (as such term is defined below). If such request entails a modification of the agenda of the Meeting, the Company will make an amended agenda available at the latest by 15 October 2025.
B&S will hold the Meeting on 30 October 2025.
If you are a Shareholder on the Record Date (as defined below) and wish to participate in the Meeting (as per any of the procedures set out below), you are required to inform the Company at the latest on the Record Date (as defined below), by sending an e-mail to [email protected] confirming your intention to participate at the Meeting and notifying the number of Shares you hold in the Company. Please be aware that sending this e-mail does not exempt you from complying with the procedures set out below for voting at the Meeting.
The persons entitled to exercise their voting rights and vote on the voting items in the Meeting scheduled on 30 October 2025 shall be those persons who, after all changes have been processed, have these rights on 16 October 2025 at midnight (00:00 hours) (the "Record Date") and are registered as such in B&S's shareholders' register or in the administration held by the financial intermediaries with Euroclear Nederland within the meaning of the Dutch Securities Giro Transfer Act (Wet Giraal Effectenverkeer).
In all instances, the Shareholders will have to obtain a proof of ownership of their Shares from their respective financial intermediary, with respect to their shareholding on the Record Date (the "Confirmation of Entitlement"). The Confirmation of Entitlement must indicate the identity of the owner of the Shares, the number of Shares registered, and that the relevant Shares were registered in the financial intermediary's records in the Shareholder's name on the Record Date.
Shareholders, who wish to attend the Meeting in person or by means of a proxy are requested to register themselves via www.abnamro.com/evoting or through their financial intermediary with whom they are registered as Shareholder as of the Record Date, but no later than 12:00 hours CET on 28 October 2025.
In all circumstances, the financial intermediaries will need to issue a Confirmation of Entitlement via http://www.abnamro.com/intermediary, no later than 17:00 hours CET on 28 October 2025, stating that the Shares were registered in the name of the holder thereof on the Record Date whereupon the holder will receive a proof of registration which will also serve as an admission ticket for the Meeting. In addition, the financial intermediaries are requested to include the full address details of the relevant ultimate beneficial holders in order to be able to verify the shareholding on the Record Date in an efficient manner.
Registration for admission to the Meeting will take place between 9:00 and 9:30 hours CET on the date of the Meeting. It is not possible to register for admission after this time. The person exercising the proxy should present the Confirmation of Entitlement and a copy of the proxy at the registration desk prior to the Meeting. Shareholders or their representatives will need to sign the attendance list of the EGM. Attendees to the EGM may be requested to show a valid identification before and during the EGM. Access may be declined in case no proof of registration or identification can be provided.
During the EGM, it is not allowed to use mobile phones, other communication devices or social media.
The Meeting will be held in the English language.
Shareholders on the Record Date may cast their vote in writing by correspondence.
The correspondence voting form for the Meeting is available at https://www.bs-groupsa.com/investors/corporate-governance/general-meetings/.
Shareholders (or their respective financial intermediaries) must have obtained and delivered the completed, dated and signed correspondence voting form and the Confirmation of Entitlement issued by the financial intermediary dated on the Record Date to B&S, per post for the attention of the Company Secretary to, 14, rue Strachen, L-6933 Mensdorf, Grand Duchy of Luxembourg or per e-mail to [email protected] the latest on 28 October 2025 by 12:00 hours CET. Financial intermediaries will need to issue a Confirmation of Entitlement and the votes, the latest on 28 October 2025 by 17:00 hours CET, stating that the shares were registered in the name of the holder thereof on the Record Date whereupon the holder will receive a proof of registration and voting.
The voting rights can be exercised electronically in advance of the Meeting through: www.abnamro.com/evoting. Electronic voting will not be possible during the Meeting. For more details on how to exercise voting rights please visit www.abnamro.com/evoting.
Votes may be cast electronically until 28 October 2025, 12:00 hours CET via http://www.abnamro.com/evoting.
In connection with the Meeting, Shareholders on the Record Date may appoint as proxy and give voting instructions to B&S' Company Secretary (with a right of subdelegation to another person designated by B&S), or to any other person designated by them. B&S may request such additional information from the proxyholder (other than B&S' Company Secretary or its subdelegate) as is necessary and proportionate to identify the relevant proxyholder.
The proxy form for the Meeting is available at https://www.bs-groupsa.com/investors/corporate-governance/general-meetings. Shareholders (or their respective financial intermediaries) will have to provide ABN AMRO and, upon request, B&S (at the contact details set out below), with the completed, dated and signed proxy form and the Confirmation of Entitlement issued by the financial intermediary dated on the Record Date the latest on 28 October 2025 by 17:00 CET.
The Company Secretary (or the subdelegated proxyholder) will vote in accordance with the instructions given by the Shareholder through the proxy form.
Shareholders who wish to revoke their proxy may do so by timely delivering a properly executed later-dated proxy in accordance with the procedures set out above or by logging in at http://www.abnamro.com, no later than 28 October 2025 by 12:00 CET.
Questions regarding the agenda items of the Meeting can be submitted prior to the Meeting and in writing ultimately by 18:00 CEST on 16 October 2025. The Company will provide responses to these questions on a best effort basis during the questions & answers session in the meeting and make these available the latest on 28 October 2025 by 17:00 CET on its corporate website. Questions must be sent by e-mail to GM@bsgroup-sa.com and include the shareholders full name and address and a Confirmation of Entitlement of B&S shares as at the Record Date issued by a financial intermediary.
Corporate Broking & Issuer Services HQ 7212 Gustav Mahlerlaan 10 NL-1082 PP Amsterdam, the Netherlands E-mail: [email protected]
14, rue Strachen L-6933 Mensdorf Grand-Duchy of Luxembourg R.C.S. Luxembourg: B135944 E-mail: [email protected]
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