Azelis Group NV — Capital/Financing Update 2023

May 22, 2023

REVIEW REPORT OF THE STATUTORY AUDITOR TO THE BOARD OF DIRECTORS OF AZELIS GROUP NV ON THE ACCOUNTING AND FINANCIAL DATA INCLUDED IN THE SPECIAL REPORT OF THE BOARD OF DIRECTORS AS REFERRED TO IN ARTICLE 7:198 JUNCTO ARTICLES 7:179 §1 AND 7:191 OF THE COMPANIES' AND ASSOCIATIONS' CODE

In accordance with articles 7:179 and 7:191 of the Companies' and Associations' Code (hereinafter referred to as "CAC"), as statutory auditor, we herewith issue a review report that we have prepared for the Board of directors of Azelis Group NV (hereafter "the Company") on the accounting and financial data included in the special report of the Board of directors. As such, our engagement is part of the proposed decision making aimed at increasing the share capital in cash for a maximum amount of EUR 200.000.000 in the framework of the authorised capital with the disapplication of the statutory preferential subscription right of the existing shareholders (the "Capital increase" or the "Transaction") through an accelerated private placement with the composition of an order book.

We have reviewed the accounting and financial data included in the enclosed special report of the Board of directors.

Responsibilities of the Board of directors with regard to preparing a special report including the accounting and financial data

The Board of directors is responsible for preparing a report that, pursuant to article 7:198 juncto articles 7:179 and 7:191 CAC, has to deliberate and decide on the issuance of the new shares and, in the interest of the Company, on the disapplication of the statutory preferential subscription right. This report also justifies the issue price of the new shares and describes the effects of the operation on the property and membership rights of the shareholders.

The Board of directors is also responsible for preparing the accounting and financial data included in its report, for setting the issue price and for determining and describing the impact the proposed operation may have on the property and membership rights of the shareholders, as well as for ensuring that the provided information is sufficient so as to enable the general meeting or the Board of directors to make informed decisions (in the framework of the authorised capital).

Responsibility of the statutory auditor

It is our responsibility to issue a conclusion, based on our review, on the accounting and financial data included in the special report of the Board of directors pursuant to what is provided in article 7:198 juncto articles 7:179 and 7:191 CAC.

Our engagement does not include expressing an opinion on the appropriate and opportune nature of any operation, and we do not either express a fairness opinion.

In the performance of our engagement, we have considered the procedures recommended by the Belgian institute of registered auditors (Instituut van de Bedrijfsrevisoren/Institut des Réviseurs d'Entreprises) and, where appropriate, the procedures required under ISRE 2410. As part of this engagement, we are required to determine whether we have found any facts that cause us to believe that the accounting and financial data as a whole – as included in the special report of the Board of directors, which also covers the justification of the issue price and the effects on the property and membership rights of the shareholders – do not give a true and fair view and are not sufficient, in all material respects, to inform the general meeting that is to vote on the operation proposed. We have complied with the relevant deontological requirements applicable to the engagement.

The review of the accounting and financial data included in the special report of the Board of directors consists of making inquiries, mainly with persons in charge of finance and administration, and performing analytical and other review procedures. The scope of our review engagement is significantly more limited than that of an audit conducted in accordance with International Standards on Auditing ("ISA"). For this reason, our review does not enable us to obtain assurance that we will be aware of any and all material matters that might be identified through an audit. Accordingly, we do not express an audit opinion on the accounting and financial data.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accounting and financial data – as included in the special report of the Board of directors, which also covers the justification of the issue price and the effects on the property and membership rights of the shareholders – do not give a true and fair view and are not sufficient, in all material respects, to inform the general meeting that is to vote on the operation proposed.

Restriction on the use of our report

This report has been prepared solely in view of what is provided in article 7:198 juncto articles 7:179 and 7:191 CAC in relation to the proposition of the Board of directors to the shareholders to increase the share capital in cash for a maximum amount of EUR 200.000.000 in the framework of the authorised capital with the disapplication of the statutory preferential subscription right of the existing shareholders through an accelerated private placement with the composition of an order book, and is not to be used for any other purpose.

Antwerp, 16 May 2023

The Statutory Auditor PwC Bedrijfsrevisoren BV/PwC Reviseurs d'Entreprises SRL Represented by

Peter Van den Eynde Registered Auditor