Azelis Group NV — Proxy Solicitation & Information Statement 2026

Apr 10, 2026

English translation for information purposes

Azelis Group NV

Posthofbrug 12 box 6

2600 Antwerp

Company number 0769.555.240

RPR Antwerp, Antwerp department

(the "Company")

SPECIAL REPORT OF THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 13 MAY 2026

IN ACCORDANCE WITH ARTICLE 7:199 OF THE CODE OF COMPANIES AND ASSOCIATIONS

1. INTRODUCTION

In accordance with article 7:198 of the Belgian Code of Companies and Associations ("CCA"), the board of directors of the Company (the "Board of Directors") hereby presents to the shareholders its special report, in connection with the proposal to renew in a more limited form the existing authorisation of the Board of Directors to increase the capital of the Company within the framework of the authorised capital following its expiration. This proposal will be submitted to the extraordinary general meeting of shareholders ("EGM") on 13 May 2026.

In accordance with Article 7:199 of the CCA, the Board of Directors sets out the specific circumstances in which the Board of Directors wishes to be able to make use of the authorised capital as well as the purposes that are being pursued in this regard.

2. CURRENT AUTHORISED CAPITAL

The capital of the Company currently amounts to €5,879,999,963.10, represented by 243,921,719 fully paid-up shares without nominal value.

In accordance with article 9 of the articles of association, the Board of Directors is authorised, under the conditions set out in the special report of the Board of Directors of 10 September 2021, submitted to the EGM of 10 September 2021, to increase the capital of the Company in one or several instalments by a (cumulative) maximum amount equal to €5,679,999,978.

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The Board of Directors may use this power to increase the capital by contributions in cash or in kind, by conversion of available or unavailable reserves, and of share premiums, with or without the issue of new shares, with or without preferential rights, with or without voting rights, in each case in accordance with the terms and conditions to be determined by the Board of Directors. The Board of Directors could also use this authorisation for the issuance of convertible bonds, subscription rights or bonds to which subscription rights or other tangible assets are attached, or other securities.

When using its authorisation within the framework of the authorised capital, the Board of Directors is authorised, within the legal limitations and conditions, to limit or exclude in the interest of the Company the preferential subscription right granted by law to the shareholders, not only for the benefit of employees of the Company or of its direct or indirect subsidiaries but even for the benefit of one or more specific persons, other than employees of the Company or of its subsidiaries.

The Board of Directors made use of this authorisation on 19 May 2024, to increase the capital of the Company by an amount of €199,999,985.10, subject to the issuance of 10,075,566 fully paid-up shares without disclosing par value.

The Board of Directors may exercise this power for a period of five (5) years from the date of publication of this power. The current authorisation, to the extent not used, expires on 30 September 2026.

In addition, the Board of Directors was also expressly authorised to proceed with a capital increase in any form, including, but not limited to, a capital increase with a limitation or cancellation of the preferential subscription rights, even after receipt by the Company of a notification from the Belgian Financial Services and Markets Authority (FSMA) that it had been notified of a public takeover bid on the Company's shares. In the latter case, however, the capital increase had to comply with the additional terms and conditions included in Article 7:202 of the CCA.

This special authorisation was valid for a period of three (3) years, which expired on 21 September 2024 and was never used by the Board of Directors.

3. PROPOSAL TO RENEW THE AUTHORISATION IN THE CONTEXT OF THE AUTHORISED CAPITAL

The Board of Directors proposes to the EGM to renew its current authorisation to increase the capital of the Company within the framework of the authorised capital following its expiry on 30 September 2026 in reduced format, as follows:

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The Board of Directors is granted, for a further period of five (5) years running from 1 October 2026 to 30 September 2031, the power to increase the capital of the Company in one or more instalments, in the interest of the Company and subject to the legal restrictions and conditions hereafter:

1/ with an amount equal to a maximum of 50% of the capital in the event the preferential subscription rights of the existing shareholders are respected;

2/ with an amount of up to 10% of the capital in the event of a limitation or cancellation of the preferential subscription rights of the existing shareholders, as well as in the event of a limitation or cancellation of the preferential subscription rights for the benefit of employees of the Company or its subsidiaries or for the benefit of one or more specific persons, whether or not employees of the Company or its subsidiaries.

The authorisations under 1/ and 2/ may be combined but never cumulated, i.e. the total amount by which the board of directors may increase the capital pursuant to these authorisations is always limited to maximum 50% of the capital.

For example, if the Board of Directors decides for the first time to increase the capital by 10% while limiting the preferential subscription rights of existing shareholders, and then decides to increase the capital without limiting or cancelling the preferential subscription rights of the existing shareholders, this second capital increase will be limited to 40%, i.e. 10% + 40% = 50% in total.

As per the current authorisation, the Board of Directors will be able to use this power to increase the capital by contributions in cash or in kind, by conversion of available or unavailable reserves, and share premiums, with or without the issue of new shares, with or without preferential rights, with or without voting rights, in each case in accordance with the modalities to be determined by the Board of Directors. The Board of Directors will also be able to use this authorisation for the issuance of convertible bonds, subscription rights or bonds to which subscription rights or other tangible assets are attached, or other securities.

When using its authorisation within the framework of the authorised capital, the Board of Directors will be authorised, within the legal limitations and conditions, to limit or exclude in the interest of the Company the preferential subscription right granted by law to the shareholders, not only for the benefit of employees of the Company or of its direct or indirect subsidiaries but even for the benefit of

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one or more specific persons, other than employees of the Company or of its subsidiaries.

If the Board of Directors decides to limit or abolish the preferential subscription rights of the shareholders, it will prepare a special report in which it explains its decision, justifies the issue price and indicates the consequences of the transaction on the property and membership rights of the shareholders, and, where appropriate, it will communicate the identity of the persons in favour of whom the preferential subscription rights have been limited or withdrawn. The statutory auditor will also draw up a report on this.

The Board of Directors no longer requests authorisation to use the authorised capital after it has been notified of a public takeover bid on the Company's shares¹.

Finally, the Board of Directors would like to be authorised, with the possibility of substitution, to amend the articles of association after each capital increase within the framework of the authorised capital and to bring them into line with the new capital and share situation.

If the EGM approves this proposal of the Board of Directors, Article 9 of the articles of association will reflect both the current authorisation limits (in §1) and the new authorisation limits (in §2), which will be applicable until 30 September 2026 and as from 1 October 2026 respectively. For the avoidance of doubt, both authorisations will never coincide/overlap. Subject to approval by the EGM, Article 9 of the articles of association will henceforth read as follows:

Article 9. AUTHORISED CAPITAL

§1. For a period of five (5) years, counting from the date of publication of the deed of amendment of the articles of association dated 10 September 2021 (when the conditions precedent contained therein are met and the resolutions taken have effectively entered into force), which expires on 30 September 2026, the Board of Directors is authorised to increase the capital of the company in one or more instalments by a (cumulative) amount equal to a maximum of five billion six hundred and seventy-nine million nine hundred and ninety-nine thousand nine hundred and seventy-eight euros (€ 5,679,999,978.00).

When using its authorisation within the framework of the authorised capital, the board of directors may, in the interest of the Company, within the statutory limitations and conditions, limit or abolish the preferential subscription rights of

¹ On the other hand, obligations validly entered into before the receipt of a notification of a public offer can, in principle, continue to be performed in accordance with the CCA.

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the shareholders. This restriction or abolition may also be made for the benefit of employees of the Company or its subsidiaries or for the benefit of one or more specific persons, whether or not employees of the Company or its subsidiaries.

§2. For a period of five (5) years, starting from 1 October 2026, the board of directors is authorised to increase the capital of the company in one or more instalments in the interest of the Company and subject to the legal restrictions and conditions set out below:

1/ by an amount equal to a maximum of fifty (50%) of the capital in the event the preferential subscription rights of the existing shareholders are respected;

2/ with an amount of up to ten (10%) of the capital in the event of a limitation or cancellation of the preferential subscription rights of the existing shareholders, as well as in the event of a limitation or cancellation of the preferential subscription rights in favour of employees of the company or its subsidiaries or in favour of one or more specific persons, whether or not employees of the Company or its subsidiaries.

The authorisations under 1/ and 2/ may be combined but never cumulated, i.e. regardless of whether the Board of Directors uses its aforementioned authorisations together in the context of the same operation or separately through several operations, the total amount by which the Board of Directors may increase the capital pursuant to these authorisations is always limited to 50% of the capital.

This power of the Board of Directors may be renewed in accordance with the relevant legal provisions.

§3. The capital increases decided upon pursuant to this authorisation shall be made in accordance with the procedures to be determined by the Board of Directors; they can be made (i) by way of a contribution in cash or in kind, (ii) by conversion of available or unavailable reserves, and share premiums, with or without the issue of new shares, with or without preferential rights, with or without voting rights. The Board of Directors may also use this authorisation for the issuance of convertible bonds, subscription rights or bonds carrying subscription rights or other tangible assets, or other securities.

§4. The Board of Directors is authorised, with the possibility of substitution, to amend the articles of association after each capital increase that has been executed within the framework of the authorised capital and to bring them into line with the new capital and share situation.

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4. SPECIAL CIRCUMSTANCES IN WHICH THE BOARD OF DIRECTORS MAY MAKE USE OF THE AUTHORISED CAPITAL AND THE OBJECTIVES PURSUED

The Board of Directors considers the instrument of the authorised capital to be useful, and even necessary, to be able to respond quickly and flexibly to capital needs and/or certain circumstances such as market opportunities or crisis conditions.

The procedures that a listed company must follow to convene and hold an extraordinary general meeting are relatively long, complex and time-consuming. In certain circumstances, following these procedures may be incompatible with the Company's need to be able to react rapidly to certain fluctuations in the capital markets, to take advantage of certain opportunities or to react to adverse events that may harm the Company's interests (except for a takeover bid, see below). Indeed, market conditions may change rapidly and materially during the one-month period required to convene an extraordinary general meeting, to the detriment of the Company's interests.

In addition, and under certain circumstances, the need to convene an extraordinary general meeting may lead to a premature announcement of the transaction. This in itself could jeopardise the favourable outcome of the negotiations on that transaction. This may occur, for example, if the Company would like to admit one or more institutional, strategic or other shareholders to its capital or to finance, pay (e.g. as a consideration for a public takeover) or support (e.g. through a public or private acquisition of securities or assets in one or more companies), a capital expenditure, an investment, a collaboration or a strategic alliance (e.g. as a consideration for a public takeover bid) or support (e.g. through an equity kicker) through the issuance of securities (in whole or in part).

The Board of Directors wishes in the first place to be able to use the authorised capital in situations where the Board of Directors wishes to raise additional working capital or, more generally, to raise additional resources to enable the growth of the Company and its direct or indirect subsidiaries, without prejudice to the provisions of Article 7:201 of the BCCA.

The Board of Directors also wishes to be able to use the authorised capital in the context of the remuneration policy and incentive plans of the Company and its direct or indirect subsidiaries, such as stock option plans, share purchase plans

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or other plans, for directors, consultants and employees of the Company and of its direct or indirect subsidiaries.

Furthermore, the Board of Directors wishes to be able to use the authorised capital in the context of acquisitions of shares or assets by the Company or by its direct or indirect subsidiaries.

Finally, the Board of Directors wishes to be able to use the authorised capital to remunerate its shareholders in a special way, such as by paying a dividend in shares.

The Board of Directors expressly confirms that the authorised capital will NOT be used to protect itself in the event of a public takeover bid that is contrary to the interest of the Company, in order to frustrate such bid.

The above description of the objectives to be pursued and of the circumstances in which the Board of Directors may exercise the power of authorised capital is not exhaustive. After all, the purpose of the authorised capital is to be able to respond quickly and flexibly to certain circumstances, which are currently impossible to predict for the next five years. The Board of Directors therefore proposes to be able to exercise its authority within the framework of the authorised capital in the broadest possible way in the interest of the Company.

Drawn up on 17 February 2026.

(signature page follows)

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Name: AU-R-ORA BV, with permanent representative Anna Bertona
Title: director

Name: Aubolésama BV, with permanent representative Boris Cambon-Lalanne
Title: director