Azelis Group NV — Annual Report 2024

Apr 7, 2025

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 4, 2025

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Dear shareholders,

We have the pleasure to report on the activities of the Company in the financial year 2024 and to submit the annual accounts closed on December 31, 2024 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, 2024, were closed with a profit of EUR 7,207,040.

The Company's operating income amounts to EUR 75,107,563 and mainly concerns income from royalties for intellectual property rights and recharging costs of central services to the other group companies. Operating expenses amount to EUR 67,252,642 and are mainly attributable to costs (including amortizations and depreciations) relating to IT and the IP portfolio, personnel and other costs relating to central (holding) services, including advisory & support services and activities for the benefit of the whole or part of the Azelis group and their activities, costs recharged by other group companies to the Company and provisions for risks and costs.

The Company's equity amounts to EUR 6,113,475,696 and the balance sheet total amounts to EUR 6,189,871,484.

The Company's assets mainly concern the participations in group companies, which amount to EUR 5,864,400,606. In addition, the assets comprise EUR 256,212,947 of intangible assets (mainly IP rights and goodwill), EUR 562,110 of tangible assets, EUR 126,900 of other non-current financial assets, and EUR 68,568,921 of current assets (trade and other receivables, cash and cash equivalents and accruals).

The Company's capital consists of EUR 5,879,999,963, of which EUR 5,679,999,978 resulting from the contribution in kind of group companies and the capital increase as a result of the Company's initial public offering in September 2021, and EUR 199,999,985 resulting from the capital increase of the Company in the framework of the authorized capital, concluded on May 19, 2023.

The Company's liabilities amount to EUR 70,765,947 and concern short-term financial debts, debts in favour of suppliers, taxes, personnel and dividends to be paid, with EUR 38,613 in accruals.

For the remainder, we refer to the integrated 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 2024

2.1 Transactions in Azelis shares

During the year 2024 the Company has acquired 130,000 treasury shares for an aggregate purchase price of EUR 2,507,125 and a fractional value of EUR 3,133,792, in order to satisfy the obligations arising from the Company's LTIP programme.

As a result hereof, the Company held 413,400 Azelis shares as at December 31, 2024, representing 0.169 % of its capital and an aggregated fractional value of EUR 9,965,459 as at December 31, 2024.

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 8,914,102.

The Company did not dispose of any treasury shares during the financial year 2024.

2.2 Notes

On September 25, 2024, Azelis Finance NV, a wholly owned subsidiary of the Company, issued notes for a total amount of EUR 600 million which are due in 2029, with the Company acting as parent guarantor.

2.3 Multicurrency Term and Revolving Credit Facilities Agreement

End of September 2024, the Company and Azelis Finance NV concluded a EUR 600 million Term Loan Facility (maturing in 2029), which, together with the notes referred to in section 2.2 above, were used to refinance the existing EUR and GBP Term Loans of the group (maturing in 2026), as well as the portion of the outstanding Schuldschein loans due in 2025. At the same time, the group's Revolving Credit Facility was refinanced and increased to maturity in 2029 (with 2 one-year extension possibilities) and EUR 500 million, respectively. The Company is acting as Original Guarantor under this agreement.

3. 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 integrated annual report of the Azelis group.

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

There were no major events that took place after the end of the financial year.

5. 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 "Our Performance" of the integrated annual report of the Azelis group.

6. Research and development activities

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

7. Branches

The Company has no branches.

8. 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 integrated annual report of the Azelis group.

9. Remuneration report

We refer to the remuneration report in the corporate governance statement, included in the integrated annual report of the Azelis group.

10. 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 integrated 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 integrated annual report of the Azelis group.

12. Transparency notifications

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

14. 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 integrated annual report of the Azelis group.

15. Diversity statement

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

16. Sustainability information

We refer to the sustainability information included in the integrated annual report of the Azelis group.

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

During the financial year closed on December 31, 2024, the auditor carried out exceptional activities and special assignments with regard to the Company for a total amount of EUR 5.875. Members of the network of the auditor carried out exceptional activities for an amount of EUR 1.753.

18. Proposals to the general meeting: dividend and discharge

We propose to allocate an amount of EUR 360,352 to the legal reserves and to pay a dividend for a total gross amount of EUR 54,906,256, or currently rounded EUR 0.23 gross per share, taking into account the eligible number of shares outstanding as at 31 December 2024, to be distributed from the profit of the financial year for EUR 7,207,040 and for the remainder from the available reserves.

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 4, 2025.

For the board of directors,

[SIGNED] [SIGNED]

AU-R-ORA BV Cloudworks BV Director Director with permanent representative with permanent representative Anna Bertona Thijs Bakker