Azelis Group NV — AGM Information 2024

Jun 21, 2024

AZELIS GROUP NV

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

(the "Company")

MINUTES OF THE ORDINARY GENERAL SHAREHOLDERS' MEETING HELD ON JUNE 13, 2024

The ordinary general shareholders' meeting of the Company was held on Thursday, June 13, 2024, at the registered office of the Company, Posthofbrug 12, 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 ordinary 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 ordinary general meeting.

COMPOSITION OF THE BUREAU

As there were no shareholders who registered in due time indicating that they wanted to attend the ordinary and extraordinary 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") opened the ordinary general shareholders' meeting at 11.00am. The Chair proposed to continue the meeting in English. The meeting consented.

Other directors attending were:

• Mrs. Anna Bertona (permanent representative of AU-R-ORA BV), executive director and Group CEO; and
• Mr. Thijs Bakker (permanent representative of Cloudworks BV), executive director and Group CFO.

The Chair appointed Mr. Gerrit De Vos, Corporate Secretary, as secretary of the ordinary 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 ordinary general shareholders' meeting, containing the agenda and proposed resolutions, was, on Wednesday May 8, 2024:

• 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/agm2024);
• 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 Wednesday May 8, 2024.

Consequently, the Chair noted that the ordinary 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 ordinary 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 30, 2024, was 243,921,719 and that shareholders representing 210,946,676 shares complied with the admission requirements and were present or represented, representing 86.48% of the shares representing the capital of the Company. Taking into account the 413,400 shares held in treasury by the Company as of the day of the meeting, of which the voting rights are suspended, shareholders representing 86.63 % of the total outstanding shares entitled to vote were present or represented. The Company has not issued any other securities giving the right to participate in the ordinary general shareholders' meeting.

Of the shareholders present or represented:

• no shareholders attended the meeting physically;
• shareholders representing 208,638,499 shares appointed the Corporate Secretary as their proxyholder;
• no shareholders appointed other proxyholders; and
• shareholders representing 2,308,177 shares voted remotely upfront.

In addition, Mr. Peter Van den Eynde (permanent representative of Peter Van den Eynde BV) and Mr. Roel Boons, representing PwC Bedrijfsrevisoren BV, statutory auditor were 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), the remote voting forms validly submitted to the Company (Schedule 3) and the voting results via the Lumi Connect platform (Schedule 4) are attached to these minutes.

The Chair reminded the meeting that there is no quorum requirement for the ordinary 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 ordinary 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 ordinary general shareholders' meeting in accordance with the applicable rules on disclosure of major shareholdings.

Consequently, the Chair noted that the ordinary 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, 2023

Discussion and acknowledgment of the annual report of the Board of Directors and of the report of the statutory auditor on the consolidated annual accounts for the financial year ending December 31, 2023.

2. Consolidated annual accounts for the financial year ending December 31, 2023

Discussion and acknowledgment of the consolidated annual accounts for the financial year ending December 31, 2023.

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, 2023

Discussion and acknowledgment of the annual report of the Board of Directors and of the report of the statutory auditor on the statutory annual accounts for the financial year ending December 31, 2023.

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, 2023 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, 2023 and of the proposed allocation of the result, including the approval of a dividend for an aggregate gross amount of EUR 53,311,241.49, payable on July 2, 2024. Such dividend currently represents a gross amount of (rounded) EUR 0.22 per share based on the number of shares outstanding at December 31, 2023. 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 CCA 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 2023 and information on remuneration of the members of the Board of Directors and of the Executive Committee. For the purpose of providing further transparency related to the Executive Committee's remuneration, additional disclosure has been added in the remuneration report regarding targets, minimum performance required for payout of short-term and longterm incentives, as well as regarding the claw back provisions included in the longterm incentive plans of the Company.

Proposed resolution: Approval of the remuneration report included in the annual report of the Board of Directors for the financial year ending December 31, 2023.

6. 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, 2023 for the exercise of their mandate during said financial year.

7. 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, 2023.

8. Appointment of directors

Following the retirement of Dr. Hans Joachim Müller as (executive) director on December 31, 2023, the Board of Directors has, as from January 1, 2024 and upon the recommendation of the Remuneration and Nomination Committee, appointed AU-R-ORA BV as (executive) director of the Company by means of co-optation in accordance with article 17, §1 of the articles of association and the CCA, for the remainder of the term of the mandate of Dr. Hans Joachim Müller. AU-R-ORA BV will be represented by Mrs. Anna Bertona as permanent representative for the execution of this mandate. The appointment of AU-R-ORA BV as a member of the Board of Directors by way of co-optation must be ratified by this general shareholders' meeting in order for this mandate to continue. In line with the Azelis remuneration policy as most recently approved by the general shareholders' meeting in 2023, AU-R-ORA BV will not be remunerated for her mandate as (executive) director of the Company.

Following the voluntary resignation of Mr. Antonio Trius as independent director and chair of the Board of Directors on 19 April 2024 effective as of this general shareholders' meeting, the Board of Directors, upon the recommendation of the Remuneration and Nomination Committee, is proposing Mr. Kåre Schultz as new independent director of the Company. Based on the information provided to the Company, Mr. Schultz meets the independence criteria stipulated by article 7:87 of the CCA, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company. The Company confirms that it has no indication to question the independence of the proposed candidate director. In the framework of this appointment, the Board of Directors proposes to increase the annual additional remuneration fee for the chair of the Board of Directors from EUR 30,000 gross to EUR 60,000 gross, leading to a total annual remuneration of EUR 150,000 gross for the chair of the board of directors, also taking into consideration his roles in the different Board committees as clarified below.

Following the voluntary resignation of Mrs. Alexandra Brand as independent director on 19 April 2024 effective as of this general shareholders' meeting, the Board of Directors, upon the recommendation of the Remuneration and Nomination Committee, is proposing Mrs. Melanie Maas-Brunner as new independent director of the Company. Based on the information provided to the Company, Mrs. Melanie Maas-Brunner meets the independence criteria stipulated by article 7:87 of the CCA, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company. The Company confirms that it has no indication to question the independence of the proposed candidate director. In accordance with the Remuneration Policy of the Company, Mrs. Melanie Maas-Brunner will receive a total annual remuneration of EUR 70,000 gross.

Subject to the approval of abovementioned appointments by the general shareholders' meeting, the Board of Directors, as well as each of its special committees, will continue to be composed of a majority of independent directors. Mr. Kåre Schultz will be appointed as new chair of the Board of Directors, as member of the Audit- and Risk Committee as well as member and chair of the Remuneration and Nomination Committee. Mrs. Melanie Maas-Brunner will be appointed as member of the Remuneration and Nomination Committee.

The curriculum vitae, information on other board mandates and skills of these directors are available on the internet site of Azelis (Annual General Meeting 2024 | Azelis).

Proposed resolutions:

• a) To ratify the appointment of AU-R-ORA BV, with permanent representative Mrs. Anna Bertona, as (executive) director for a term, expiring at the general shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on December 31, 2024. This mandate will not be remunerated.
• b) To appoint Mr. Kåre Schultz as director of the Company for a term of 4 years until the general shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on December 31, 2027, remunerated in accordance with the Remuneration Policy of the Company as most recently approved by the general shareholders' meeting in 2023.
• c) To acknowledge that (i) from the information made available to the Company, Mr. Kåre Schultz qualifies as an independent director according to the independence criteria provided for by article 7:87 of the Belgian Code of Companies and Associations, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company, (ii) the Company confirms that it has no indication to question the independence of the proposed candidate director, and consequently, to appoint Mr. Kåre Schultz as independent director.
• d) To appoint Mrs. Melanie Maas-Brunner as director of the Company for a term of 4 years until the general shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on December 31, 2027, remunerated in accordance with the Remuneration Policy of the Company as most recently approved by the general shareholders' meeting in 2023.
• e) To acknowledge that (i) from the information made available to the Company, Mrs. Melanie Maas-Brunner qualifies as an independent director according to the independence criteria provided for by article 7:87 of the Belgian Code of Companies and Associations, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company, (ii) that the Company confirms that it has no indication to question the independence of the proposed candidate director, and consequently, to appoint her as independent director.
• f) To increase the annual additional remuneration fee for the chair of the Board of Directors from EUR 30,000 gross to EUR 60,000 gross.

9. Statutory auditor

a. Approval of audit fees

At the request of the statutory auditor and following endorsement by the Audit and Risk Committee, the Board of Directors hereby requests approval and ratification from the general shareholders' meeting to raise the statutory auditor's fee from EUR 592.247 (excluding VAT, out-of-pocket expenses and the IRE/IBR fee) for financial year 2022 to EUR 655,328 (excluding VAT, out-of-pocket expenses and the IRE/IBR fee) for financial year 2023, mainly due to indexation and changes in audit scope as result of M&A transactions and corporate restructurings.

Proposed resolution: At the request of the statutory auditor and following endorsement by the Audit and Risk Committee, to raise the statutory auditor's fee for financial year 2023 to EUR 655,328.

b. Renewal appointment statutory auditor

The mandate of the statutory auditor, PricewaterhouseCoopers Bedrijfsrevisoren BV ("PwC"), will expire at the end of this general shareholders' meeting. Upon recommendation of the Audit and Risk Committee, the Board of Directors is proposing (1) to renew this mandate for a new term of 3 financial years ending at the end of the general shareholders' meeting that will resolve on the approval of the annual accounts for the financial year ended December 31, 2026 and (2) to extend the mandate of the statutory auditor to providing the assurance opinion in respect of the corporate sustainability reporting as set forth in Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 ("CSRD"), as will be implemented into Belgian law. The extension of the mandate of the statutory auditor follows from the imminent transposition of CSRD into Belgian law and the corresponding assurance requirement, in the manner set forth in CSRD and its implementing legislation, for the reporting as of financial year ending on 31 December 2024. This engagement will be considered as a legal assignment as provided for by the law transposing the CSRD, once it is enacted. The permanent representative of the statutory auditor currently designated by PwC is Mr. Peter Van den Eynde, registered auditor (registered with the Belgian Institute of registered auditors under number IBR A01530), acting as permanent representative of Peter Van den Eynde BV (registered with the Belgian Institute of registered auditors under number IBR B00593). In accordance with the rules of the CCA, the general shareholders' meeting is competent to fix the annual fixed remuneration of the statutory auditor and its remuneration is therefore also proposed for approval by this general shareholders' meeting.

Proposed resolution: Upon recommendation of the Audit and Risk Committee, (1) to renew the appointment of "PricewaterhouseCoopers Bedrijfsrevisoren" BV, registered in the register of legal entities in Brussels (Dutch chamber) under number 0429.501.944 and having its registered office at 1831 Diegem, Culliganlaan 5, as statutory auditor of the Company for a new term of 3 financial years, up to and including the general shareholders' meeting convened to decide on the annual accounts for the financial year ended December 31, 2026 and (2) to extend the mandate of the statutory auditor with the mandate of providing the assurance opinion in respect of the corporate sustainability reporting as set forth in Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 ("CSRD"), as will be implemented into Belgian law; this engagement will be considered as a legal assignment as provided for by the law transposing the CSRD, once it is enacted. The permanent representative of PwC Bedrijfsrevisoren BV for the exercise of this control function will be Mr. Peter Van den Eynde, registered auditor (registered with the Belgian Institute of registered auditors under number IBR A01530), acting as permanent representative of Peter Van den Eynde BV (registered with the Belgian Institute of registered auditors under number IBR B00593), registered in the register of legal entities in Gent, section Dendermonde under number 0873.705.229 and with registered office at 9111 Sint-Niklaas (Belsele), Eikenlaan 106. The statutory auditor's annual fees, for the audit of the annual and consolidated accounts of Azelis Group NV, including the assurance of the sustainability reporting, are fixed at EUR 696,257 (plus VAT, out-of-pocket expenses and the IRE/IBR fee) and shall be adapted each year, based on the consumer price index and/or with the parties' agreement.

10. Power of attorney

Proposed resolution: Power of attorney to each director of the Company and Mr. Gerrit De Vos, Corporate Secretary, as well as each notary and each notarial assistant of the notary office Celis & Liesse in Antwerp, 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 Mrs. Anna Bertona (representing AU-R-ORA BV), 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, 2023, 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, 2023.

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

Before addressing the voting items of the agenda, the Chair recalled that, in accordance with the Belgian Code of Companies and Associations, under certain conditions, shareholders are entitled to submit questions to the board of directors or the statutory auditor regarding their reports or items on the agenda in advance of the meeting. These questions should be answered during the general shareholders' meeting provided (i) the shareholders concerned have complied with all required admission formalities and (ii) any communication of information or fact in response to such question does not prejudice the Company's business interests or the confidentiality undertakings of the Company, its directors and statutory auditor.

The Chair noted that one shareholder had exercised its right to ask written questions to the directors and/or the statutory auditor prior to the meeting.

As there were no shareholders physically present during the meeting, the Company has decided to include both the questions and the answers in the minutes of the meeting.

• Q1: "What will be the growth rate of the industry?"

The fundamentals of the industry remain unchanged. The ongoing normalization follows 2 years of supply and demand dislocation, which is now stabilizing. Sustainability and tightening regulation will push the need for innovation and chemical producers are constantly looking for growth into areas that they can't address themselves, driving increased outsourcing. This supports long-term growth outlook for the industry which, according to third-party independent studies, should be above global GDP on average.

• Q2: "What role will Azelis play in the consolidation move within the industry? Previous attempts failed."

The industry remains extremely fragmented, with the 4 largest global players representing only around 10-12% market share. Since 2011, these top 4 distributors have acquired less than 250 of the ca. 20,000 smaller distributors around the world. Increasing requirements for network investments will continue to drive consolidation, and the largest distributors with broad portfolio and capabilities are best-placed to consolidate the market. In specialty distribution, small bolt-on acquisition strategy reduce risk of dyssynergies, given exclusivity of contracts with suppliers.

The Chair noted that all questions raised by shareholders have been answered satisfactorily, in full and in detail.

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 7, 2024 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 10 of the agenda of the ordinary general meeting.

Before going to the voting, the secretary reconfirmed that out of the aforementioned total of 243,921,719 outstanding shares, of which 243,508,319 were entitled to vote, 210,946,676 shares were validly represented, each giving right to one vote, i.e. an attendance of 86.48% of the shares representing the capital of the Company and 86.63 % of the total outstanding shares entitled to vote. 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, 2023

Comment: no decision needed regarding this item.

2. Consolidated annual accounts for the financial year ending December 31, 2023

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, 2023

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, 2023 and of the proposed allocation of the result, including the approval of a dividend for an aggregate gross amount of EUR 53,311,241.49, payable on July 2, 2024. Such dividend currently represents a gross amount of (rounded) EUR 0.22 per share based on the number of shares outstanding at December 31, 2023. Granting of a power of attorney to the Board of Directors to determine the further terms of payment of the dividend.

FOR	AGAINST	ABSTAIN
210,765,472	151,592	29,612
99.93 %	0.07 %	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, 2023.

FOR	AGAINST	ABSTAIN
174,874,262	33,151,879	2,920,536
84.06 %	15.94 %	N/A

6. 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, 2023 for the exercise of their mandate during said financial year.

FOR	AGAINST	ABSTAIN
168,369,945	40,873,133	1,703,598
80.47 %	19.53 %	N/A

7. 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, 2023.

FOR	AGAINST	ABSTAIN
207,186,440	3,676,024	84,212
98.26 %	1.74 %	N/A

8. Appointment of directors

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

a) To ratify the appointment of AU-R-ORA BV, with permanent representative Mrs. Anna Bertona, as (executive) director for a term, expiring at the general shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on December 31, 2024. This mandate will not be remunerated.

FOR	AGAINST	ABSTAIN
204,210,906	6,681,170	54,600
96.83 %	3.17 %	N/A

b) To appoint Mr. Kåre Schultz as director of the Company for a term of 4 years until the general shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on December 31, 2027, remunerated in accordance with the Remuneration Policy of the Company as most recently approved by the general shareholders' meeting in 2023.

FOR	AGAINST	ABSTAIN
202,029,643	8,916,116	917
95.77 %	4.23 %	N/A

c) To acknowledge that (i) from the information made available to the Company, Mr. Kåre Schultz qualifies as an independent director according to the independence criteria provided for by article 7:87 of the Belgian Code of Companies and Associations, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company, (ii) the Company confirms that it has no indication to question the independence of the proposed candidate director, and consequently, to appoint Mr. Kåre Schultz as independent director.

FOR	AGAINST	ABSTAIN
209,347,056	1,594,145	5,475
99.24 %	0.76 %	N/A

d) To appoint Mrs. Melanie Maas-Brunner as director of the Company for a term of 4 years until the general shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on December 31, 2027, remunerated in accordance with the Remuneration Policy of the Company as most recently approved by the general shareholders' meeting in 2023.

FOR	AGAINST	ABSTAIN
210,356,070	585,131	5,475
99.72 %	0.28 %	N/A

e) To acknowledge that (i) from the information made available to the Company, Mrs. Melanie Maas-Brunner qualifies as an independent director according to the independence criteria provided for by article 7:87 of the Belgian Code of Companies and Associations, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company, (ii) that the Company confirms that it has no indication to question the independence of the proposed candidate director, and consequently, to appoint her as independent director.

FOR	AGAINST	ABSTAIN
210,242,201	699,000	5,475
99.67 %	0.33 %	N/A

f) To increase the annual additional remuneration fee for the chair of the Board of Directors from EUR 30,000 gross to EUR 60,000 gross.

FOR	AGAINST	ABSTAIN
210,651,436	290,682	4,558
99.86 %	0.14 %	N/A

9. Appointment of director

a. Approval of audit fees

At the request of the statutory auditor and following endorsement by the Audit and Risk Committee, to raise the statutory auditor's fee for financial year 2023 to EUR 655,328.

FOR	AGAINST	ABSTAIN
210,909,258	37,418	0
99.98 %	0.02 %	N/A

b. Renewal appointment statutory auditor

Upon recommendation of the Audit and Risk Committee, (1) to renew the appointment of "PricewaterhouseCoopers Bedrijfsrevisoren" BV, registered in the register of legal entities in Brussels (Dutch chamber) under number 0429.501.944 and having its registered office at 1831 Diegem, Culliganlaan 5, as statutory auditor of the Company for a new term of 3 financial years, up to and including the general shareholders' meeting convened to decide on the annual accounts for the financial year ended December 31, 2026 and (2) to extend the mandate of the statutory auditor with the mandate of providing the assurance opinion in respect of the corporate sustainability reporting as set forth in Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 ("CSRD"), as will be implemented into Belgian law; this engagement will be considered as a legal assignment as provided for by the law transposing the CSRD, once it is enacted. The permanent representative of PwC Bedrijfsrevisoren BV for the exercise of this control function will be Mr. Peter Van den Eynde, registered auditor (registered with the Belgian Institute of registered auditors under number IBR A01530), acting as permanent representative of Peter Van den Eynde BV (registered with the Belgian Institute of registered auditors under number IBR B00593), registered in the register of legal entities in Gent, section Dendermonde under number 0873.705.229 and with registered office at 9111 Sint-Niklaas (Belsele), Eikenlaan 106. The statutory auditor's annual fees, for the audit of the annual and consolidated accounts of Azelis Group NV, including the assurance of the sustainability reporting, are fixed at EUR 696,257 (plus VAT, out-of-pocket expenses and the IRE/IBR fee) and shall be adapted each year, based on the consumer price index and/or with the parties' agreement.

FOR	AGAINST	ABSTAIN
210,946,676	0	0
100.00 %	0.00 %	N/A

10. Power of attorney

Power of attorney to each director of the Company and Mr. Gerrit De Vos, Corporate secretary, as well as each notary and each notarial assistant of the notary office Celis & Liesse in Antwerp, 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
210,946,676	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 2023.

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 Belgian Code of Companies and Associations.

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

The Chair declared the meeting closed at 11.10 am.

Chair

Secretary

[Signed]

Mr. Antonio Trius, Chair of the Board of Directors

_________________________________

_________________________________

Vote counter

[Signed]

Mr. Jeroen De Schauwer Group Corporate Counsel

Other directors present

[Signed]

Mrs. Anna Bertona, permanent representative of AU-R-ORA BV, Executive director and Group CEO

_________________________________

[Signed]

Mr. Gerrit De Vos, Corporate Secretary

_________________________________

[Signed]

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

_________________________________

Schedules:

• − Schedule 1: attendance list
• − Schedule 2: proxy forms
• − Schedule 3: remote voting forms
• − Schedule 4: Lumi Connect voting results

SCHEDULE 1

AZELIS GROUP NV

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

ORDINARY GENERAL SHAREHOLDERS' MEETING HELD ON JUNE 13, 2024 ATTENDANCE LIST

________________________________________________________________________

Shareholders	Number of shares	Signatures
Akita Management Participation 1 SCSp	130,666	Direct vote via Lumi platform
Akita Management Participation 2 SCSp	32,482	Direct vote via Lumi platform
Akita I S. à r. l., represented by Gerrit De Vos	87,956,661	[signed]
Broadridge	221,826	Remote voting form
The Bank of NY Mellon SA/NV, represented by Gerrit De Vos	17,473,592	[signed]
CitiBank Europe PLC, represented by Gerrit De Vos	31,504,933	[signed]
Clearstream Banking AG, represented by Gerrit De Vos		[signed]
DB AG Amsterdam, represented by Gerrit De Vos	626,709	[signed]

J.P. Morgan Bank Luxembourg S.A., represented by Gerrit De Vos	5,767,211	[signed]
J.P. Morgan Bank Luxembourg S.A., represented by Gerrit De Vos	1,735,714	[signed]
BNP Paribas SA, represented by Gerrit De Vos	49,370,728	[signed]
Caceis Bank, represented by Gerrit De Vos	2,436,539	[signed]
Euroclear Bank SA/NV, represented by Gerrit De Vos	10,959,930	[signed]
KBC Bank, represented by Gerrit De Vos	805,565	[signed]
Thijs William Bakker	1,923,103	Direct vote via Lumi platform
Danny Pieters	100	Direct vote via Lumi platform
Total:	210,946,676

Chair

Secretary

[Signed]

[Signed]

Mr. Antonio Trius, Chair of the Board of Directors

_________________________________

_________________________________

Mr. Gerrit De Vos, Corporate Secretary

_________________________________

[Signed]

Mr. Jeroen De Schauwer Vote Counter

SCHEDULE 2 PROXY FORMS

SCHEDULE 3 REMOTE VOTING FORMS

SCHEDULE 4

LUMI CONNECT VOTING RESULTS