Azelis Group NV — Proxy Solicitation & Information Statement 2023

May 5, 2023

AZELIS GROUP NV

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

(the "Company")

ANNUAL GENERAL SHAREHOLDERS' MEETING OF JUNE 8, 2023

PROXY FORM

This unofficial English translation is for information purposes only. Please only sign and return the original Dutch version of this proxy.

INSTRUCTIONS

PRIOR NOTICE: The Company uses the Lumi Connect platform to facilitate participation and voting in the annual general shareholders' meeting. Shareholders are strongly recommended to submit their proxy digitally via the Lumi Connect platform when possible. The Lumi Connect platform can be accessed here: www.lumiconnect.com.

Instructions. This proxy form should only be used by shareholders who wish to be represented by proxy at the annual general shareholders' meeting and who do not choose to use the Lumi Connect platform.

The fully completed, dated and signed proxy form (Dutch version) must reach the Company by June 2, 2023, 4:00 p.m. CEST:

(i) by email to:

agm@azelis.com

(ii) or by post or delivery to:

Azelis Group NV Attn: Corporate Secretary Posthofbrug 12, box 6

2600 Berchem, Belgium

Proxies arriving late or not complying with the required formalities may be rejected.

The shareholder who has submitted a valid signed proxy form can no longer vote physically at the meeting or vote remotely in respect of the shares for which he has given a proxy.

Registration. For good order, please note that shareholders also need to fulfil the registration formalities referred to in the convening notice. The timely submission of a valid signed proxy form also serves as a notice of intention to participate, as set out in the convening notice.

Data protection. The Company will treat shareholders' personal data in accordance with applicable data protection laws, as set out in the convening notice.

The undersigned,

First name:
Last name:
Address:
or
Legal entity name:
Registered address:
Registration number:
Represented by
First name:
Last name:
Capacity:

Please note that in case the shareholder is a legal entity, the signatory of this proxy warrants that he/she is duly empowered and mandated to represent the legal entity and that he/she is able to provide supporting documentation thereof.

In case this proxy is given on behalf of one or more shareholders, the signatory of this proxy warrants that he/she is duly empowered and mandated to sign this proxy on behalf of such shareholder(s), that the voting instructions reflected in this proxy accurately reflect the voting instructions of these shareholder(s) and that he/she will hold underlying evidence for a minimum period of 12 months, as required by Belgian law.

With the following contact details:

Telephone number:

Email address:

Shareholders are requested to provide the Company with a telephone number and an e-mail address where they can be reached if necessary, to validate this proxy and/or to be provided with additional information relating to the annual general shareholders meeting.

Holder of the following number of shares issued by the Company:

• ☐ registered shares
• ☐ dematerialized shares as indicated in the certificate of registration attached to this proxy form,

Hereby appoints the following person as proxyholder, with right of substitution:

You are requested to comply with article 7:143 of the Belgian Code of Companies and Associations (hereafter "BCCA"). Notably:

• Shareholders may only appoint multiple proxyholders if it is to be represented separately in respect of their registered shares and their dematerialised shares, or in respect of their dematerialised shares held on different securities accounts.
• In case of a potential conflict of interest between the proxyholder and the shareholder, the proxyholder may only vote in execution of this proxy in accordance with the specific voting instructions set out in this proxy.
• To exercise the right of substitution and appoint a substitute proxyholder, a proxyholder must complete this proxy form and submit it to the Company.

(please tick one of the two boxes and complete)

• ☐ Mr / Mrs with address:
• ☐ Mr Gerrit De Vos, Corporate Secretary. Mr Gerrit De Vos has a potential conflict of interest in his capacity of employee of the Company and therefore will only vote in execution of this proxy in accordance with the specific voting instructions set out in this proxy.

To represent it/him/her/them at the annual general shareholders' meeting of the Company, which will take place on Thursday, June 8, 2023 at 11 a.m. CEST at Park Inn by Radisson Berchem, Borsbeeksebrug 34, 2600 Berchem, Belgium, with the following agenda (and any other meeting which would be held later with the same agenda):

Please provide your voting instructions for each resolution proposed by the Board of Directors in the appropriate boxes below, clearly mentioning the number of shares with which you vote in case of split voting.

In case of absence of voting instructions given to the proxy holder with respect to the items on the agenda or if, for whatever reason, there is a lack of clarity with regard to the voting instructions given, or if there should be a vote on decisions to be taken by the shareholders during the meeting, concerning the conduct and/or organization of the meeting, subject to compliance with the BCCA, you will be deemed to have granted the specific instruction to abstain from voting on the proposed resolution.

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

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

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.

☐ FOR	☐ AGAINST	☐ ABSTAIN

5. 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.

☐ FOR ☐ AGAINST ☐ ABSTAIN
---------------------------------

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.

☐ FOR	☐ AGAINST	☐ ABSTAIN
-------	-----------	-----------

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.

☐ FOR ☐ AGAINST ☐ ABSTAIN
---------------------------------

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.

☐ FOR	☐ AGAINST	☐ ABSTAIN

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 co-optation 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.

☐ FOR	☐ AGAINST	☐ ABSTAIN

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.

☐ FOR	☐ AGAINST	☐ ABSTAIN
-------	-----------	-----------

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.

☐ FOR	☐ AGAINST	☐ ABSTAIN

11. Power of attorney

Proposed resolution: Power of attorney to each director of the Company and Mr Gerrit De Vos, Corporate Secretary, 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
---------------------------------

In case additional agenda items and new or amended proposed resolutions are put on the agenda in accordance with article 7:130 of the BCCA, the Company will publish an updated agenda, before or at the latest on May 24, 2023, along with an updated proxy form.

Proxy forms that reach the Company prior to the publication of an updated agenda remain valid for the agenda items to which they apply, except for those agenda items where the updated agenda contains a new proposed resolution.

Unless you provide us with a new proxy, using the new updated proxy form mentioned in the previous paragraph, or in case there is insufficient clarity with regard to the instructions given, you will be deemed to have granted the specific instruction to abstain from voting on such item.

In order to be valid, this form must be signed with (i) a handwritten signature, or (ii) an "electronic signature" or a "qualified electronic signature" within the terms of Regulation (EU) No 910/2014 of the European Parliament and of the Council of July 14, 2014 on electronic identification and trust services for electronic transactions in the internal market.

Done at on 2023.

Signature, preceded by the notice "Goed voor volmacht" (good for proxy):