B&S Group S.A.

AGM Information • Nov 3, 2025

B&S announces the results of the Extraordinary General Meeting held on 30 October 2025

B&S announces results of the Extraordinary General Meeting

Mensdorf, Luxembourg – November 3, 2025 (18:00 CET)

B&S Group S.A. ("B&S" or the "Company"), a company in the consumer goods industry, held an Extraordinary General Meeting ("EGM") on Thursday, October 30, 2025.

The EGM was convened in connection with the recommended public offer by ELBF Investments Netherlands B.V. ("the Offeror") to acquire all issued and outstanding shares of B&S at an offer price of EUR 5.96 per share ('ex dividend' for the dividend of EUR 0.19 per share declared on 3 July 2025 and 'cum dividend' for any other distributions), as detailed in the Offer Memorandum dated September 17, 2025 ("the Offer"). The Offer Memorandum has been approved by the Dutch Authority for the Financial Markets (AFM).

During the EGM, shareholders were invited to vote on resolutions related to the conditional (re-)appointments and resignations within the Executive Board and Supervisory Board, as well as the granting of discharge to the current Supervisory Board members and Executive Board members P.J. van Mierlo and M. Faasse, subject to the Offer being declared unconditional.

Conditional (re-)appointments include Mr. M. Faasse as member of the Executive Board, serving as Chief Financial Officer, as well as Mrs. A. Oldroyd, Mrs. K. Smit, and Mr. M. Mulders as members of the Supervisory Board.

As announced in the press release dated October 29, 2025, Mr. B.A. Wissink and Mr. W.A. Blijdorp withdrew their candidacies for the Executive Board and Supervisory Board, respectively. Accordingly, the resolutions concerning their appointments became moot and were not voted on. Mr. P.J. van Mierlo, Mr D.C. Doijer and Mr. E.C. Tjeenk Willink will continue in their current positions on the Executive Board and Supervisory Board, until the next general shareholders' meeting in 2026 and the resolutions concerning their resignations likewise became moot and were not voted on.

This EGM precedes a second extraordinary meeting ("the Asset Sale EGM") that will be held following settlement of the Offer, during which shareholders will vote on post-closing restructuring measures as described in the Offer Memorandum.

The minutes of the October 30, 2025, EGM, as well as the voting results, will be published on the corporate website: www.bsgroup-sa.com.

This press release contains information within the meaning of Article 7(1) of the Market Abuse Regulation.

For additional information please contact investor.relations@bs-group-sa.com

Contact Investor Relations

investor.relations@bs-group-sa.com

About B&S

B&S exists to make premium consumer goods available to everyone, anywhere. We believe that getting access to consumer products that bring joy and comfort into everyday lives, should be easy around the globe. With our ever-growing international network and physical local presence, we bring suppliers, brand owners, logistics partners, wholesalers, retailers and consumers all over the world together that are in many ways difficult to connect.

We work with the world's premium consumer brands in beauty, liquors, personal care, food, health and consumer electronics to serve millions of consumers daily - either directly or through our wholesaler and reseller partners. Powered by our high-tech platform and arising from supply chain expertise, we provide sourcing, warehousing, distribution, digital commerce, marketing and brand development solutions that enhance choice, speed up delivery, drive conversion and increase reach.

Additional information can be found on our website and on LinkedIn.

Forward Looking Statements

This press release includes forward-looking statements. Other than reported financial results and historical information, all statements included in this press release, including, without limitation, those regarding our financial position, business strategy and management plans and objectives for future operations, are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements are based on our current expectations and projections about future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond B&S's ability to control or estimate precisely, such as future market conditions, the behaviour of other market participants and the actions of governmental regulators. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release and are subject to change without notice. Other than as required by applicable law or the applicable rules of any exchange on which our securities may be traded, we have no intention or obligation to update forward-looking statements.