Azelis Group NV — Annual Report 2022

May 5, 2023

AZELIS GROUP NV

Posthofbrug 12 bus 6- 2600 Antwerp Enterprise number 0769.555.240 RLE Antwerp – division Antwerp (the "Company")

ANNUAL REPORT TO THE SHAREHOLDERS DATED MARCH 1, 2023

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Dear shareholders,

We have the pleasure to report on the activities of the Company in the financial year 2022 and to submit the annual accounts closed on December 31, 2022 to your approval.

1. Fair view of the development, results and position of the Company

The Company was incorporated on June 10, 2021 under the corporate name "Akita Midco 1 NV". This corporate name was subsequently amended to "Azelis Group NV" on September 21, 2021. On September 17, 2021, the initial public offering of the Company took place. Since that date, the shares of the Company are traded on the regulated market of Euronext Brussels.

The Company has as its main purpose to act as holding company of the Azelis group, the carrying out of advisory, consultancy and management activities as well as the establishment, prudent expansion and management of movable and immovable property for the benefit of the Azelis group.

The activities of the Company relating to the financial year ended December 31, 2021, were closed with a profit of EUR 511,483.

The Company's operating income amounts to EUR 46,391,324 and mainly concerns income from recharging costs of central services to the other group companies. Operating expenses amount to EUR 52,787,539 and are mainly attributable to costs recharged by other group companies to the Company. In addition, operating expenses relate to personnel costs of central (holding) services and provisions for risks and costs.

The Company's equity amounts to EUR 5,948,713,038 and the balance sheet total amounts to EUR 6,060,364,444.

The Company's assets mainly concern the participations in group companies, which amount to EUR 6,022,999,978. In addition, the assets comprise EUR 100,000 of other non-current financial assets and EUR 36,960,416 of current assets (trade and other receivables, cash and cash equivalents and accruals).

The Company's equity consists of EUR 5,679,999,978 of issued capital, resulting from the contribution in kind of group companies and the capital increase as a result of the Company's initial public offering.

The Company's liabilities amount to EUR 107,798,428 and concern short-term debts in favour of suppliers, taxes, personnel and dividends to be paid, with EUR 30,959 in accruals.

For the remainder, we refer to the consolidated annual report of the Azelis group for additional explanations regarding the development, results and position of the Company and the wider Azelis group.

2. Major events during financial year 2022

2.1 Transactions in Azelis shares

During the year 2022 the Company has acquired 133,400 treasury shares for an aggregate fractional value of EUR 3,240,216, in order to satisfy the obligations arising from the Company's LTIP programme.

As a result hereof, the Company held 133,400 Azelis shares as at December 31, 2022, representing 0.057% of its capital and an aggregated fractional value of EUR 3,240,216 as at December 31, 2022.

The amount reported in the balance sheet under the line "treasury shares", which corresponds to the aggregate acquisition price of these treasury shares, amounts to EUR 2,998,901.

The Company did not dispose of any treasury shares during the financial year 2022.

2.2 Facility agreement

In connection with the Multicurrency Term and Revolving Facilities Agreement entered into by Azelis Finance NV, a wholly-owned subsidiary of the Company, on September 6, 2021, which is, inter alia, guaranteed by the Company (the "Facility Agreement"):

• − an Incremental Term Facility was entered into on April 14, 2022 for an aggregate amount of 260.0 million euro with the same maturity date as the Original Euro Term Facility, as well as an Incremental Revolving Facility for an aggregate amount of 90.0 million euro;
• − on August 22, 2022, the maturity date of the Original Revolving Facility was extended to September 21, 2027.

Azelis Finance NV acted as the borrower under the Incremental Term Facility.

2.3 Schuldschein loan agreements

On December 15, 2022, Azelis Finance BV has entered into seven Schuldschein loan agreements as borrower with Landesbank Baden-Württemberg as original lender, in order to further finance the Azelis group, for a total amount of 150.5 million, as follows:

• EUR 14.0 million with maturity date February 16, 2024;
• EUR 1.5 million with maturity date December 22, 2025;
• EUR 55.0 million with maturity date December 22, 2025;
• EUR 15.0 million with maturity date December 22, 2027;
• EUR 20.0 million with maturity date December 22, 2027;
• EUR 30.0 million with maturity date December 22, 2027;
• EUR 15.0 million with maturity date December 21, 2029.

Each of these Schuldschein loan agreements are guaranteed by the Company.

3. Justification of the application of valuation rules under going concern assumptions

The balance sheet of the Company shows a loss carried forward of EUR 56,520,431. This loss carried forward is mainly due to the costs relating to the initial public offering in 2021, but the Company will receive revenues from its participations in the short term that will more than compensate such loss. Therefore, the board of directors considers the application of valuation rules under going concern assumptions justified and appropriate. There have been no changes to valuation rules in 2022.

1. Risks and uncertainties

On the basis of the current information, the board of directors is not aware of any risks and uncertainties specific to the Company other than those mentioned in the consolidated annual report of the Azelis group.

1. Corporate governance statement. Composition and functioning of the managing bodies and their committees. Independence and expertise of a member of the audit committee

We refer to the corporate governance statement included in the consolidated annual report of the Azelis group.

1. Transparency notifications

We refer to the corporate governance statement included in the consolidated annual report of the Azelis group.

1. Capital structure and information required pursuant to article 34 of the royal decree of November 14, 2007 regarding the obligations of issuers of financial instruments admitted to trading on a regulated market

We refer to the corporate governance statement included in the consolidated annual report of the Azelis group.

1. Key features of the internal control and risk management systems

We refer to the description of the key features of the internal control and risk management systems of the Company in the financial reporting process included in the chapter "Risk management" of the consolidated annual report of the Azelis group.

1. Diversity statement

We refer to the diversity statement included in the consolidated annual report of the Azelis group.

1. Remuneration report

We refer to the remuneration report statement included in the consolidated annual report of the Azelis group.

1. Conflicts of interest

We refer to the description of the situations in which a conflict of interest was declared in the corporate governance statement included in the consolidated annual report of the Azelis group.

1. Exceptional activities or special assignments carried out by the external auditor

During the financial year closed on December 31, 2022, the auditor carried out exceptional activities and special assignments with regard to the Company for a total amount of EUR 81,569. These activities and assignments mainly related to controls in relation to the sustainability reporting.

13. Major events that took place after the end of the financial year

The major events that took place after the end of the financial year are described in the chapter "Subsequent events" of the consolidated annual report of the Azelis group.

14. Circumstances that may significantly affect the development of the Company

The circumstances that may significantly affect the development of the Company are described in the chapter "Management Review" of the consolidated annual report of the Azelis group.

15. Research and development activities

The Company has not carried out any research and development activities during the financial year.

16. Branches

The Company has no branches.

17. Use of financial instruments

We refer to the description of the use of financial instruments by the Company and the related risks and risk management systems included in the chapter "Risk management" and "Financial risk management" of the consolidated annual report of the Azelis group.

18. Proposals to the general meeting: dividend and discharge

We propose to allocate an amount of EUR 25,574 to the legal reserves, to pay a dividend for a total gross amount of EUR 67,776,698, or currently EUR 0.29 gross per share, taking into account the number of shares outstanding as at 31 December 2022, to be distributed from the available reserves, and to carry over the balance of the loss carried forward.

Finally, we propose to grant discharge to the directors and the auditor for the exercise of their respective mandates during the past financial year.

Antwerp, March 1, 2023.

For the board of directors,

Hans Joachim Müller Cloudworks BV

Bestuurder with permanent representative Thijs Bakker Bestuurder