Azelis Group NV — AGM Information 2023

Jun 8, 2023

AZELIS GROUP NV

Posthofbrug 12, box 6 2600 Berchem Enterprise number 0769.555.240 RPR/RPM Antwerp, division Antwerp

(the "Company")

MINUTES OF THE ANNUAL GENERAL SHAREHOLDERS' MEETING HELD ON JUNE 8, 2023

The annual general shareholders' meeting of the Company was held on Thursday, June 8, 2023, at Park Inn by Radisson Berchem, Borsbeeksebrug 34, 2600 Berchem (Antwerp), Belgium.

Shareholders were given the opportunity to attend the meeting physically, to vote remotely or to appoint a proxyholder. The Company used the Lumi Connect platform to facilitate participation and voting in the annual general shareholders' meeting. The board of directors of the Company (the "Board of Directors") strongly recommended shareholders to make maximum use of the Lumi Connect platform to complete all participation formalities and to vote digitally at the general meeting.

COMPOSITION OF THE BUREAU

As there were no shareholders who registered in due time indicating that they wanted to attend the general meeting physically, and as a result thereof all participating shareholders were either represented by proxy, either voted electronically upfront, Mr Antonio Trius, Chair of the Board of Directors (the "Chair") decided to open the annual general shareholders' meeting early. The annual general shareholders' meeting was opened at 8.30am. The Chair proposed to continue the meeting in English. The meeting consented.

Other directors attending were:

• Mr Hans-Joachim Müller, executive director and Group CEO;
• Mr Thijs Bakker (permanent representative of Cloudworks BV), executive director and Group CFO;
• Mr. Tom Hallam, independent non-executive director.

The Chair appointed Mr Gerrit De Vos, Corporate Secretary, as secretary of the annual general shareholders' meeting.

The Chair then proposed to appoint Mr Jeroen De Schauwer, Group Corporate Counsel, as vote counter. The meeting consented.

The Chair, the other directors present, the secretary and the vote counter jointly comprise the bureau of the meeting.

CONVENING NOTICE

The secretary noted that the convening notice of the annual general shareholders' meeting, containing the agenda and proposed resolutions, was, on Friday May 5, 2023:

• published in the Belgian State Gazette and in the digital edition of De Tijd;
• distributed to international business media via BusinessWire;
• made available on the Company's website (www.azelis.com/agm2023);
• sent by post or email, as required, to the Company's registered shareholders;
• sent by email to the Company's directors and statutory auditor;
• distributed to holders of dematerialized shares and their intermediaries via the Lumi Connect platform and Proxymity; and
• distributed to the FSMA for release on STORI and to Euronext Brussels.

The accompanying documentation for the meeting was also made available on both the Company's website and the Lumi Connect platform and distributed to the Company's registered shareholders, directors and statutory auditor on Friday May 5, 2023.

Consequently, the Chair noted that the annual general shareholders' meeting had been convened in accordance with the Code of Companies and Associations and the Company's articles of association and could therefore validly deliberate on the items on the agenda.

ATTENDANCE

The secretary noted that shareholders who had complied with the admission requirements could either participate and vote in the annual general shareholders' meeting physically, or appoint a proxyholder to participate and vote on their behalf, or vote remotely prior to the meeting.

The secretary noted that the total number of outstanding shares of the Company on May 25, 2023 was 243,921,719 and that shareholders representing 209,897,401 shares complied with the admission requirements and were present or represented. Taking into account the 283,400 shares held in treasury by the Company as of the day of the meeting, of which the voting rights are suspended, shareholders representing 86.15 % of the total outstanding shares with voting rights were present or represented. The Company has not issued any other securities giving the right to participate in the annual general shareholders' meeting.

Of the shareholders present or represented:

• no shareholders attended the meeting physically;
• shareholders representing 209,642,249 shares appointed the Corporate Secretary as their proxyholder;
• no shareholders appointed other proxyholders; and
• shareholders representing 255,152 shares voted remotely upfront.

In addition, Mr Peter Van den Eynde (permanent representative of Peter Van den Eynde BV), representing PwC Bedrijfsrevisoren BV, statutory auditor was present at the meeting.

Some members of the Company's staff were also present, for practical purposes. These persons did not in any way participate in the meeting.

The attendance list, containing the names of the shareholders who were validly and physically represented at the annual general shareholders' meeting (Schedule 1), the proxies validly submitted to the Company (Schedule 2) and the remote voting forms validly submitted to the Company (Schedule 3) are attached to these minutes.

The Chair reminded the meeting that there is no quorum requirement for the annual general shareholders' meeting. Resolutions are validly adopted if at least the majority of the votes cast is in favor of a proposed resolution.

Without prejudice to applicable legislation, each share is entitled to one vote. Voting rights may be suspended, amongst others, in relation to own shares held by the Company and to shares that entitle their holder to voting rights above the threshold of 3%, 5%, 10%, 15%, 20% and any further multiple of 5% of the total number of voting rights attached to the outstanding shares of the Company on the date of the annual general shareholders' meeting, in the event that the relevant shareholder has not notified the Company and the FSMA at least 20 calendar days prior to the date of the annual general shareholders' meeting in accordance with the applicable rules on disclosure of major shareholdings.

Consequently, the Chair noted that the annual general shareholders' meeting was properly constituted.

AGENDA

The Chair recalled the agenda of the meeting and the proposed resolutions:

• 1. Report of the Board of Directors and report of the statutory auditor on the consolidated annual accounts for the financial year ending December 31, 2022
• 1. Consolidated annual accounts for the financial year ending December 31, 2022
• 1. Report of the Board of Directors and report of the statutory auditor on the statutory annual accounts for the financial year ending December 31, 2022

4. Approval of statutory annual accounts and allocation of the result

Discussion of (i) the statutory annual accounts for the financial year ending December 31, 2022 drawn up by the Board of Directors and (ii) the proposed allocation of the result, including the granting of a power of attorney to the Board of Directors.

Proposed resolution: Approval of the statutory annual accounts for the financial year ending December 31, 2022 and of the proposed allocation of the result, including the approval of a dividend for an aggregate gross amount of EUR 67,776,698.37, payable on June 23, 2023. Such dividend currently represents a gross amount of EUR 0.29 per share based on the number of shares outstanding at December 31, 2022. Granting of a power of attorney to the Board of Directors to determine the further terms of payment of the dividend.

5. Approval of remuneration report

The Belgian Code of Companies and Associations ("BCCA") requires the general meeting to approve the remuneration report each year by separate vote. This report includes a description of the application of the Remuneration Policy during the year 2022 and information on remuneration of the members of the Board of Directors and of the Executive Committee.

Proposed resolution: Approval of the remuneration report included in the annual report of the Board of Directors for the financial year ending December 31, 2022.

6. Approval of changes to the remuneration of the Board of Directors

The Remuneration Policy of the Company was approved by the ordinary general shareholders' meeting of June 9, 2022. The Board of Directors proposes an adjustment to the Remuneration Policy, in relation to the remuneration of the members of the Board of Directors, which requires the approval of the general shareholders' meeting in accordance with article 2:50 of the BCCA. The proposed change is to add a fixed annual cash remuneration of EUR 20,000 for the Chairs of each of the Audit and Risk Committee and the Remuneration and Nomination Committee, in addition to their remuneration as members of the Board of Directors, to be effective as from August 2022, subject to the approval by the general shareholders' meeting. The Board of Directors considers such additional remuneration justified for the purpose of retaining the necessary professional capabilities to steer the committees within the Board of Directors and to ensure a strong corporate governance of the Company. The remaining components of the remuneration of the members of the Board of Directors remain unchanged. For more details on the total remuneration of the members of the Board of Directors during the year 2022, please refer to the remuneration report.

Proposed resolution: Approval of the revised Remuneration Policy, reflecting the approval of an additional annual remuneration of EUR 20,000 for the Chair of the Audit and Risk Committee and for the Chair of the Remuneration and Nomination Committee.

7. Discharge from liability to the directors

Proposed resolution: To grant discharge from liability to the directors who were in office during the financial year ending on December 31, 2022 for the exercise of their mandate during said financial year.

8. Discharge from liability to the statutory auditor

Proposed resolution: To grant discharge from liability to the statutory auditor for the exercise of its mandate during the financial year ending on December 31, 2022.

9. Appointment of director

Following the resignation of Mr. Jürgen Buchsteiner as a non-executive and independent director on August 2, 2022, the Board of Directors has, on the same date and upon the recommendation of the Remuneration and Nomination Committee, appointed Mr. Thomas Edward ("Tom") Hallam as a non-executive and independent director and as member and Chair of the Audit and Risk Committee by means of cooptation in accordance with article 17, §1 of the Articles of Association and the BCCA. The appointment of Mr. Tom Hallam as a member of the Board of Directors by way of co-optation must be ratified by this general shareholders' meeting in order for his mandate to continue. According to the information provided to the Company, Mr. Tom Hallam meets the independence criteria as foreseen in article 7:87 of the BCCA and by provision 3.5 of the Corporate Governance Code 2020. Upon ratification, Mr. Tom Hallam would remain member of the Board of Directors and Chair of the Audit and Risk Committee. Based on various previous financial positions held by Mr. Tom Hallam as financial director, group controller and chief financial officer, the Company considers that Mr. Tom Hallam has the necessary competence in accounting and auditing as required by the BCCA.

Proposed resolution: Upon recommendation of the Remuneration and Nomination Committee, to ratify the appointment of Mr. Tom Hallam as a non-executive and independent director for a term of three years, expiring at the shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on December 31, 2024.

10. Change of control clauses

In accordance with article 7:151 of the BCCA, only the general shareholders' meeting may grant rights that either could have a significant influence on the Company's assets or could give rise to significant liability or obligations for the Company dependent on the occurrence of a public takeover bid on the shares of the Company or a change of control over the Company.

10.1 EUR 150.5 million Schuldschein loan agreements entered into on December 15, 2022

On December 15, 2022, the Company's wholly-owned subsidiary Azelis Finance NV has entered into seven Schuldschein loan agreements (Schuldscheindarlehen) for an aggregate amount of EUR 150.5 million as borrower with Landesbank Baden-Württemberg as original lender. Each of these Schuldschein loan agreements is guaranteed by the Company and includes a section §4 (2), according to which the respective lenders are entitled, following a change of control over the Company and in certain circumstances, to request immediate repayment of their loan, together with accrued interests and any damage incurred by the early repayment of the loan.

Proposed resolution: Ratification and approval, to the extent necessary, of the terms and conditions of the seven Schuldschein loan agreements dated December 15, 2022, for an aggregate amount of EUR 150.5 million, between, amongst others, Azelis Finance NV as borrower and the Company as guarantor, and Landesbank Baden-Württemberg as original lender, in accordance with article 7:151 of the BCCA.

10.2 EUR 400 million Senior unsecured Notes due 2028 issued on March 15, 2023

On March 15, 2023, the Company's wholly-owned subsidiary Azelis Finance NV has issued Senior unsecured Notes due 2028 for an aggregate principal amount of EUR 400 million, which are governed by an indenture entered into between Azelis Finance NV, the Company and Citibank Europe plc on the same date. The Senior unsecured Notes are guaranteed by, amongst others, the Company. The indenture includes a section 4.14, according to which the holders of the Senior Notes are entitled, following a change of control over the Company and in certain circumstances, to request repurchase of their Senior unsecured Notes by Azelis Finance NV.

Proposed resolution: Ratification and approval, to the extent necessary, of the terms and conditions of the indenture dated March 15, 2023, governing the Senior unsecured Notes for an aggregate amount of EUR 400 million issued on that date by Azelis Finance NV and guaranteed by, amongst others, the Company, in accordance with article 7:151 of the BCCA.

11. Power of attorney

Proposed resolution: Power of attorney to each director of the Company and Mr Gerrit De Vos, Corporate Secretary, each acting alone and with the power of substitution, to do everything that is needed to execute the decisions taken by the annual general shareholders' meeting and to carry out the formalities related to their publication

The Chair noted that no shareholder had called for additional agenda items to be included in the agenda or submitted proposals for resolutions concerning existing or new agenda items.

DELIBERATION AND DECISIONS

Message from the CEO and CFO

The Chair explained that the Company had prepared a presentation including:

• (i) an overview by Mr Hans-Joachim Müller, Group CEO, and Mr Thijs Bakker (representing Cloudworks BV), Group CFO, of the Company's performance and financial results over the financial year ending December 31, 2022, as laid down in the consolidated and statutory annual reports and annual accounts of the Company; and
• (ii) an overview of certain elements of corporate governance as well as the remuneration report for the financial year ending December 31, 2022, the revised Remuneration Policy submitted to the vote in this meeting and the approval of certain change of control clauses.

However, as none of the shareholders were physically present, the Chair proposed not to go through this presentation during this meeting, but instead to make this presentation available to all shareholders by publishing it on the Company's website. The meeting consented.

At the Chair's request, Mr Peter Van den Eynde (permanent representative of Peter Van den Eynde BV), representing PwC Bedrijfsrevisoren BV, the statutory auditor of the Company, confirmed that the statutory auditor has issued reports on the consolidated and statutory annual accounts of the Company and that these reports present a true and fair view of the financial position and results of the Company.

Thereafter, the Chair gave an overview of the accompanying documents related to the agenda which were made available to shareholders prior to the meeting.

The Chair asked the meeting to discharge the secretary from reading the reports on the consolidated and statutory annual accounts referred to in the agenda. The meeting consented.

Q&A session

The Chair noted that no shareholder had exercised its right to ask written questions to the directors and/or the statutory auditor prior to the meeting.

Thereafter, the Chair asked the shareholders represented whether they had any questions. As no questions from the shareholders followed, the Chair proceeded to the voting on the items on the agenda of the meeting.

Voting

As a reminder, shareholders had the opportunity to vote by proxy prior to the meeting. All the votes casted by proxy and validly received by the Company by June 2, 2023 at 4:00 p.m. CEST at the latest, have been taken into account and are reflected below in the results of the votes for each of the proposed decisions on items 4 to 11 of the agenda.

Before going to the voting, the Secretary reconfirmed that out of the aforementioned total of 243,921,719 outstanding shares, of which 243,638,319 were entitled to vote, 209,897,401 shares were validly represented, each giving right to one vote, i.e. an attendance of 86.15 %. The calculation of the required majorities will therefore be made based on the abovementioned number of shares entitled to vote.

After discussion and deliberation, the meeting took the following resolutions by separate vote:

1. Report of the Board of Directors and report of the statutory auditor on the consolidated annual accounts for the financial year ending December 31, 2022

Comment: no decision needed regarding this item.

2. Consolidated annual accounts for the financial year ending December 31, 2022

Comment: no decision needed regarding this item.

3. Report of the Board of Directors and report of the statutory auditor on the statutory annual accounts for the financial year ending December 31, 2022

Comment: no decision needed regarding this item.

4. Approval of statutory annual accounts and allocation of the result

Approval of the statutory annual accounts for the financial year ending December 31, 2022 and of the proposed allocation of the result, including the approval of a dividend for an aggregate gross amount of EUR 67,776,698.37, payable on June 23, 2023. Following the issuance of new shares under the authorized capital of the company on May 19, 2023, such dividend currently represents a gross amount of (rounded) EUR 0.2782 per share based on the number of shares outstanding at the date of this meeting. Granting of a power of attorney to the Board of Directors to determine the further terms of payment of the dividend.

FOR	AGAINST	ABSTAIN
209,817,188		80,213
100.00 %	0.00 %	N/A

5. Approval of remuneration report

Approval of the remuneration report included in the annual report of the Board of Directors for the financial year ending December 31, 2022.

FOR	AGAINST	ABSTAIN
162,541,498	46,124,435	1,231,468
77.90 %	22.10 %	N/A

6. Approval of changes to the remuneration of the Board of Directors

Approval of the revised Remuneration Policy, reflecting the approval of an additional annual remuneration of EUR 20,000 for the Chair of the Audit and Risk Committee and for the Chair of the Remuneration and Nomination Committee.

FOR	AGAINST	ABSTAIN
209,885,779	120	11,502
100.00 %	0.00 %	N/A

7. Discharge from liability to the directors

To grant discharge from liability to the directors who were in office during the financial year ending on December 31, 2022 for the exercise of their mandate during said financial year.

FOR	AGAINST	ABSTAIN
208,876,542	912,365	108,494
99.57 %	0.43 %	N/A

8. Discharge from liability to the statutory auditor

To grant discharge from liability to the statutory auditor for the exercise of its mandate during the financial year ending on December 31, 2022.

FOR	AGAINST	ABSTAIN
208,936,769	852,138	108,494
99.59 %	0.41 %	N/A

9. Appointment of director

Upon recommendation of the Remuneration and Nomination Committee, to ratify the appointment of Mr. Tom Hallam as a non-executive and independent director for a term of three years, expiring at the shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on December 31, 2024.

FOR	AGAINST	ABSTAIN
190,568,910	19,328,491	0
90.79 %	9.21 %	N/A

10. Change of control clauses

10.1 EUR 150.5 million Schuldschein loan agreements entered into on December 15, 2022

Ratification and approval, to the extent necessary, of the terms and conditions of the seven Schuldschein loan agreements dated December 15, 2022, for an aggregate amount of EUR 150.5 million, between, amongst others, Azelis Finance NV as borrower and the Company as guarantor, and Landesbank Baden-Württemberg as original lender, in accordance with article 7:151 of the BCCA.

FOR	AGAINST	ABSTAIN
209,897,401	0	0
100.00 %	0.00 %	N/A

10.2 EUR 400 million Senior unsecured Notes due 2028 issued on March 15, 2023

Ratification and approval, to the extent necessary, of the terms and conditions of the indenture dated March 15, 2023, governing the Senior unsecured Notes for an aggregate amount of EUR 400 million issued on that date by Azelis Finance NV and guaranteed by, amongst others, the Company, in accordance with article 7:151 of the BCCA.

FOR	AGAINST	ABSTAIN
209,897,401	0	0
100.00 %	0.00 %	N/A

11. Power of attorney

Power of attorney to each director of the Company and Mr Gerrit De Vos, Corporate Secretary, each acting alone and with the power of substitution, to do everything that is needed to execute the decisions taken by the annual general shareholders' meeting and to carry out the formalities related to their publication.

FOR	AGAINST	ABSTAIN
209,897,401	0	0
100.00 %	0.00 %	N/A

CLOSING OF THE MEETING

Since all items were discussed and resolved upon, the Chair thanked the attendees and the members of the bureau for attending the meeting and thanked the Company's management and staff for the achievements and results over the year 2022.

The Chair asked the meeting to discharge the secretary from reading the minutes, which are a true report of this meeting. The meeting consented.

The minutes have been drawn up in Dutch, with a free translation in English for information purposes only, and shall be made available online within 15 days as from the meeting, in accordance with the BCCA.

The minutes were signed by the members of the bureau. No shareholder requested to sign the minutes.

The Chair declared the meeting closed at 9.00 am.

Chair

Secretary

[signed]

Mr Antonio Trius, Chair of the Board of Directors

_________________________________

_________________________________

Vote counter

[signed] _________________________________

Mr Gerrit De Vos, Corporate Secretary

[signed]

Mr Jeroen De Schauwer Group Corporate Counsel

Other directors present

[signed]

[signed]

Mr Hans-Joachim Müller, Executive director and Group CEO

_________________________________

_________________________________

Mr Thijs Bakker, permanent representative of Cloudworks BV, Executive director and Group CFO

_________________________________

[signed]

Mr Tom Hallam