Azelis Group NV — Remuneration Information 2024

May 8, 2024

Remuneration report

Remuneration policy

In accordance with Article 7:89/1 of the CCA and the 2020 edition of the Corporate Governance Code, Azelis Group NV has established a remuneration policy applicable to the remuneration of Board members (executive and non-executive directors) and members of the Executive Committee. Azelis' remuneration policy has been applicable since the financial year starting on January 1, 2022. The latest version of the remuneration policy was approved by the Shareholders' Meeting on June 8, 2023.

The policy is intended to be applicable for four years from the approval date by the Shareholders' Meeting unless the Remuneration and Nomination Committee seeks approval for material changes before then. The remuneration policy is publicly available on Azelis' website.

The main objectives of the remuneration policy are to:

• Support Azelis in achieving its business strategy by enabling the recruitment, retention, and motivation of directors and Executive Committee members of the necessary caliber to execute strategy for the benefit of all stakeholders;
• Balance the need to create long-term sustainable growth in company value while keeping a strong focus on short-term financial results to drive appropriate behaviors;
• Provide competitive remuneration levels relative to companies similar in size, sector, and complexity and that also reflect the level of responsibility and competency of the individual;
• Provide for higher remuneration levels only if stretching group, divisional, and personal performance targets are achieved that have a clear link to strategy and sustainable value creation;
• Align the interests of directors and Executive Committee members with shareholders by partly rewarding Executive Committee members in shares and requiring both directors and Executive Committee members to build up and maintain a shareholding;
• Support the achievement of environmental, societal, and governance-related objectives by linking remuneration policy and remuneration levels to stakeholder interests;
• Align with best practices and market practices while providing an appropriate level of flexibility to ensure the Remuneration and Nomination Committee can respond to business needs as they arise.

Remuneration of the Board of Directors

Azelis Group NV's directors are remunerated in line with the company's remuneration policy. The remuneration of the non-executive directors takes account of their role as a board member or Chair of the Board and their associated responsibilities and time commitment.

Each independent non-executive director receives a fixed annual fee wholly in cash, with expenses reasonably associated with attending board meetings reimbursed by the company. There is no automatic adjustment of the fixed fee level. Independent non-executive directors do not receive any variable remuneration linked to results or other performance criteria.

The remuneration of the independent nonexecutive directors was last reviewed by the Shareholders' Meeting dated June 8, 2023, and is currently defined as follows:

• Director fee: annual fee of €70,000 gross.
• Additional fee applicable to the Chair of the Board of Directors: annual fee of €30,000 gross.
• Additional fee applicable to the chairs of the Remuneration and Nomination Committee and Audit and Risk Committee: annual fee of €20,000 gross.

The additional fees applicable to the Chair of the Board of Directors and the chairs of the Remuneration and Nomination Committee and Audit and Risk Committee can be cumulated. There is no additional fee for committee membership and there are no attendance fees.

The non-executive directors do not receive any part of their remuneration in the form of shares. This is a deviation from the recommendations set out in Article 7.6 of the Corporate Governance Code. The interests of the non-executive members of the Board of Directors are currently considered to be sufficiently oriented to the creation of long-term value for the Company even if they do not receive any part of their remuneration in the form of shares.

However, independent non-executive directors are required to build up and maintain a shareholding equal to the value of their fixed annual fee within a period of five years. This requirement is effective from January 1, 2022, and must be reached within five years.

Non-independent non-executive directors are not remunerated for their director role.

Executive directors (CEO and CFO) are not remunerated for their director role.

Name	Position	Remuneration (in €)
Antonio Trius	Independent Non-Executive Director (Chair)	120,000
Alexandra Brand	Independent Non-Executive Director	70,000
Ipek Özsüer	Independent Non-Executive Director	70,000
Tom Hallam	Independent Non-Executive Director	90,000
Bert Janssens	Non-Executive Director	-
Kristiaan Nieuwenburg	Non-Executive Director	-
Hans Joachim Müller	Executive Director (CEO)	-
Thijs Bakker	Executive Director (CFO)	-
Total remuneration		350,000

Remuneration of the members of the Board of Directors of Azelis Group NV in 2023

Remuneration of the Executive Committee

Remuneration structure

The Board of Directors determines the level and structure of the remuneration of the CEO, CFO, and other Executive Committee members, upon recommendation of the Remuneration and Nomination Committee.

Levels of remuneration are reviewed regularly to assess their competitiveness compared with companies similar in size, sector, and complexity along with the pay and conditions of Azelis employees. There is no automatic adjustment of remuneration levels and the remuneration policy seeks to closely align the interests of the CEO, CFO, and other Executive Committee members with shareholders by rewarding partly in company shares.

The total remuneration packages for CEO, CFO, and other Executive Committee members consist of the following key elements:

Base pay

Base pay is set at a level to attract and retain qualified and competent individuals considering levels of pay for similar roles in similar companies, the responsibilities of the role, the experience of the individual, and their performance in the role. The Remuneration and Nomination Committee may propose an increase in base pay and a reason for the proposal annually or otherwise to the Board of Directors. Any increase shall ordinarily be in line with increases for employees in the country where the executive is based, although it may be higher to reflect a change in role, responsibilities, or individual performance, for example.

Benefits

Azelis provides benefits consistent with local market practices that are necessary to recruit and retain qualified and competent individuals. Executive Committee members, apart from those operating via a Management Company or on a self-employed basis, are eligible for various benefits. Benefits offered may include, but are not limited to, the following:

• Company car with fuel card or car allowance
• Health or hospitalization insurance
• Accommodation allowance
• Pension insurance

Variable remuneration: Short-term variable pay

Short-term variable pay supports key annual priorities in line with the overall company strategy, with a strong focus on short-term financial performance and rewarding behavior that supports long-term sustainable value creation.

Short-term variable remuneration is contingent on collective performance targets (at group and regional levels for positions with a regional scope) and individual performance targets. Group and regional targets are all quantitative and financially oriented.

Actual short-term variable remuneration is determined based on achievement against performance targets set at the beginning of each financial year.

The CEO and CFO receive short-term incentives in cash with a target opportunity of 100% of the annual base salary (CEO) and 85% of the base pay (CFO), capped at 150% of the target. The other Executive Committee members receive short-term incentives in cash with a target opportunity ranging from 50% to 100% of the annual base salary, capped at 150% of the target

This cash bonus depends upon the achievement of adjusted EBITA (with a focus on organic growth), cash flow, and individual performance. Wherever relevant, regional EBITA and working capital will also be taken into account.

The STI plan consists of the following performance components:

• Group Performance (otherwise also referred to Group Target Achievement ("GTA") or threshold performance) is mearued in terms of proforma EBITA (w/o STI) + ((budget net debt minus actual net debt)/ factor) vs. budgeted Proforma EBITA (w/o STI). The group performance has a dual role: ⇨ It determines the total amount of short-term variable remuneration to be paid out and distributed among all participants.

⇨ It is one of the three STI components whose payout percentage is the baseline for the calculation of all STI plan components.

• Organizational Performance Region (Americas, EMEA, or Asia-Pacific) is measured in terms of regional EBITA and working capital, actual vs. budget.
• Individual Performance is measured against non-financial, quantitative objectives according to three levels of target achievement (target not achieved, partially achieved, or fully achieved).

The STI payout will be zero if threshold performance is not met. For the avoidance of doubt, the threshold performance is the Group Performance of the previous year as defined above.

Eligible STIplanparticipants	Group performance - weight	Regional performance - weight1	Individual performance - weight
CEO, CFO	80%		20%
Other Executive Committee	40%	30% EBITA	20%
members		10% GWC2

1 Regions: EMEA, Americas and Asia Pacific.

2 GWC: gross working capital.

The Board of Directors is responsible for approving performance targets and reviewing performance against them, considering any feedback from the Remuneration and Nomination Committee and, in the case of the CFO and each other member of the Executive Committee, the views and recommendations of the CEO.

Short-term variable remuneration is payable wholly in cash before the end of Q2 of the financial year following the performance year, once audited results are available and subject to final approval of the Remuneration and Nomination Committee. There is no deferral of payment.

Variable remuneration: Long-term variable pay

Long-term variable pay supports the policy objective of creating long-term sustainable growth in value by rewarding for the achievement of long-term performance goals and aligning the interests of the CEO, CFO, and other Executive Committee members with those of shareholders by rewarding in Azelis shares.

Until December 31, 2021, Azelis did not operate a long-term incentive plan (LTIP). The current and former non-executive directors and members of the Executive Committee, together with certain other employees or consultants of the group, held shares in Akita Topco S.à r.l. and became shareholders of Azelis Group NV immediately prior to the closing of the initial public offering in September 2021.

On September 10, 2021, an extraordinary Shareholders' Meeting of the Company approved the proposal to set up a long-term incentive plan for employees, directors, members of the Executive Committee, or selfemployed managers of a group member.

As of January 1, 2022, the CEO, CFO, and other Executive Committee members were eligible to participate in the new LTIP which involves the (annual) grant of an award of a specified number of Azelis shares. These awards are subject to a vesting period of at least three years, i.e. the shares will only be delivered if performance targets are met, measured over a three-year performance period. The Board determines the targets and assesses performance against them on recommendation by the Remuneration Committee.

Although a target number of performance shares is awarded at grant (target award), the target number of performance shares to be delivered at the end of the three-year performance period may be adjusted up or down depending on the actual level of performance achieved.

The target award for the CEO, CFO, and other Executive Committee members is calculated by reference to a percentage of their base pay, with the maximum award opportunity capped at 150% of the target award. The target awards for the CEO, CFO, and other Executive Committee members are set out in the table "Amount of equity-based remuneration granted to the CEO, CFO, and other Members of the Executive Committee in 2023".

Performance will be measured against objectively measurable key performance indicators (both financial and non-financial) that reflect the performance of Azelis as a whole. Three metrics are operated in the LTIP 2023 (performance period: 01/01/2023 - 31/12/2025):

• 1. Total Shareholder Return (TSR) relative to a peer group consisting of 18 companies, Azelis not included 50% weighting. The peer group consists of direct competitors of Azelis (companies active in the distribution of specialty chemicals and food ingredients) and other distribution companies, including companies operating in more than one sector, across several geographies to reflect the international footprint of Azelis.
• 2.Organic EBITA growth 35% weighting
• 3.ESG Metric; Scope 1 and Scope 2 CO² reduction — 15% weighting

Outcomes are evaluated and assessed against the targets at the end of the three-year performance period. Targets are communicated at the time of award and will be broadly vested as follows:

• Below threshold: The number of shares vested is zero for below-threshold performance.
• Between threshold and target: The number of shares vested is increased on a pro-rata basis from zero to the number of shares granted.
• At-target performance: The number of shares awarded on the date of the grant are fully vested.
• Above-target performance: The number of shares awarded on the date of grant that will be vested will increase on a pro-rata basis and in accordance with the performance achieved, subject to a maximum of 150% in case of maximum performance.

Should long-term variable remuneration be payable, vesting date for the awards is expected to be before the end of the financial year's Q2 following the performance period's end, once audited results are available and subject to final approval of the Board, on recommendation by the Remuneration and Nomination Committee.

During the performance period, participants have no right to receive dividends in respect of the performance shares. However, should the relevant performance targets be achieved, then the Board, on recommendation from the Remuneration and Nomination Committee, may determine that the number of shares due to the participant is increased by an amount equivalent to the dividends that the performance shares would have received during the performance period. This may also be made as a cash payment.

Pension

Azelis provides market-competitive pension plans in line with local market practice and those available to employees. Executive Committee members, apart from those operating via a Management Company or on a self-employed basis, are entitled to receive pension benefits.

Possibility to reclaim variable remuneration ("clawback")

The Company has the right to reclaim, during a period of three years from the date of the payment, undue amounts paid out on the basis of erroneous results that were subsequently adjusted or corrected.

Deviation from the remuneration policy

By law, certain restrictions apply to the remuneration of the Chief Executive Officer and the members of the Executive Committee. Variable remuneration can only be paid to the Chief Executive Officer and the members of the Executive Committee if the performance criteria explicitly mentioned in the contractual or other provisions governing the relationship were met in the relevant period. If the variable remuneration constitutes more than 25% of the total annual remuneration package, at least 25% of the variable remuneration must relate to pre-determined and objectively measurable performance criteria deferred over a minimum period of two years, and at least another 25% must relate to such criteria deferred over a minimum period of three years (except where the Articles of Association provide otherwise or the Shareholders' Meeting expressly approves an exception) (refer to Article 7:91 of the CCA). Although the Articles of Association authorize the Company to deviate from the rule, as allowed under the CCA, currently the Company does not deviate from such rule.

Amount of compensation paid and other benefits granted directly or indirectly to the Chief Executive Officer, the Chief Financial Officer and the other Members of the Executive Committee in 2023

In €	Fixed remuneration/ base pay	Variable remuneration		Total direct compensation	Extraordinary items	Benefits		Total remuneration	Proportion of fixed and variable remuneration
		Single year	Multiple years
Name, position		Annual short-term incentive (STI)2	Value of vestedequity (LTI)3			Pension	Other benefits1
Dr. Hans Joachim Müller,	622,113	401,4944	NA	1,023,607	3,267		53,487	1,080,361	F	62.5%
CEO									V	37.5%
Thijs Bakker, CFO5	538,260	295,271	NA	833,531				833,531	F	64.6%
									V	35.4%
Other Members of the	1,291,996	601,1507	NA	1,893,146	38,3918	15,009	297,600	2,244,146	F	71.5%
Executive Committee6									V	28.5%
Total	2,452,368	1,297,915	-	3,750,284	41,6589	15,009	351,087	4,158,038
Total of which fixed remuneration								2,818,464		67.8%
Total of which variable remuneration								1,339,573		32.2%

1 Long-term benefits (e.g., death-in-service, disability insurance, medical benefits, private health insurance, etc.) & benefits in kind (e.g., company vehicle, meal vouchers, other vouchers, tax assistance, tuition / school fees, club / association fees, housing allowance, etc.).

2 STI based on 2023 results paid in 2024.

3 The Azelis long-term incentive plan ("LTIP") involves the grant of an award consisting of a specified number of Azelis performance shares. The grant of this award may take place with annual frequency. No shares vested in 2023.

4 Following Mr. Müller's retirement on December 31, 2023, the BOD of Azelis Group NV considered him as an eligible scheme participant under the Short-Term Incentive plan for the entire performance year 2023, notwithstanding that he will not be employed by Azelis at the time of the STI payout.

5 Mr. Thijs Bakker is self-employed and operates via his management company.

6 (6.a) The CEO & President Americas, Mr. Frank Bergonzi, retired on September 30, 2023 and was replaced by Mr. Todd Cottrell, CEO Americas.

(6.b) The CEO EMEA, Ms. Anna Bertona, is self-employed and operates via her management company.

7 (7.a) As stipulated in the Separation Agreement duly executed on 17 July 2023, Mr. Frank Bergonzi is considered as an eligible scheme participant under the Short-Term Incentive Plan for the period January 1, 2023 to September 30, 2023, notwithstanding that he will not be employed by Azelis at the time of the STI payout. (7.b) Mr. Todd Cottrell's participation to the Short-Term Incentive Plan is effective October 1, 2023.

8 Payment of accrued and unused vacation days of the CEO & President Americas, Mr. Frank Bergonzi, upon retirement.

9 Additional residual payment of the management incentive plan (MIP) bonus made by 3i in relation to the sale of Azelis to Apax in 2015 (the "3i MIP bonus"). This payment was the residual award resulting from the settlement of two litigations, which allowed the liquidator to distribute the available funds to management and the shareholders of Atlas Holding SA. Among the beneficiaries of the 3i MIP bonus were the CEO, Dr. Hans Joachim Müller and the CEO EMEA, Ms. Anna Bertona.

Short-term incentive granted for performance year 2023 to the Chief Executive Officer, the Chief Financial Officer and the other Members of the Executive Committee

Name, position	Target STI percentage 2023 (% of gross base pay)	Performance metrics & target weights			Payout by performance metric and total payout (currency: €)
Dr. Hans Joachim Müller, CEO1	100% Weight group performance metric 80%			Group performance metric - payout	321,195
		Weight individual performance metric	20%		Individual performance metric - payout	80,299
					Total payout	401,494
					STI payout - actual vs target	65%
Thijs Bakker, CFO	85%	Weight group performance metric	80%		Group performance metric - payout	236,217
		Weight individual performance metric	20%		Individual performance metric - payout	59,054
			Total payout	295,271
					STI payout - actual vs target
Other members of the Executive Committee2	78.3%3	Weight group performance metric	40%		Group performance metric - payout	279,175
		Weight regional performance metric	EBITA 30%	GWC 10%	Regional performance metric - payout EBITA and GWC combined)	182,388
		Weight individual performance metric	20%		Individual performance metric - payout	139,587
			Total payout 601,150
					STI payout - actual vs target	56%

1 Following Mr. Müller's retirement on December 31, 2023, the BOD of Azelis Group NV considered him as an eligible scheme participant under the Short-Term Incentive plan for the entire performance year 2023, notwithstanding that he will not be employed by Azelis at the time of the STI payout.

2 (2.a) As stipulated in the Separation Agreement duly executed on 17 July 2023, the outgoing CEO & President Americas - Mr. Frank Bergonzi - is considered as an eligible scheme participant under the Short-Term Incentive Plan for the period January 1, 2023 to September 30, 2023, notwithstanding that he will not be employed by Azelis at the time of the STI payout.

(2.b) The participation to the Short-Term Incentive Plan of the new CEO Americas - Mr. Todd Cottrell - takes effect from October 1, 2023.

3 CEO & President Americas (Frank Bergonzi): 9 months at 100%, CEO Americas (Todd Cottrell): 3 months at 100%, CEO EMEA: 85%, CEO APAC: 50%

Amount of equity-based remuneration granted to the CEO, CFO, and other Members of the Executive Committee in 2023

In 2023, 96,290 performance shares equal to a market value of €2,306,145 at grant were awarded to the Chief Executive Officer, Chief Financial Officer, and other members of the Executive Committee. No performance shares vested in 2023, hence no share-based payment was made to the Chief Executive Officer, Chief Financial Officer, and other members of the Executive Committee.

		Characteristics of the equity-based plan				Information re. the reporting year
						Opening balance	Changes during the year		End balance
Name, Position	Identification ofthe equity based remuneration plan	Performance period	Grant date	Vesting date	End of retention period	Number of performance shares on 01/01/2023	Shares granted1	Shares forfeited2	Shares vested3	Number of performance shares granted and not vested on 31/12/2023	Number of shares to hold
	Perf. shares LTIP 2022	01/01/2022 - 31/12/2024	17/03/2022	17/03/2025	N/A	27,030		-10,901		16,129	N/A
Dr. Hans Joachim Müller, CEO	Perf. shares LTIP 2023	01/01/2023 - 31/12/2025	01/03/2023 01/03/2026		N/A	0	A) 25,404 B) EUR 608,423 C) 100% D) 150%	-18,334	A) 0 B) EUR0	7,070	N/A
					Total:	27,030	A) 25,404 B) EUR 608,423	-29,235	A) 0 B)EUR0	23,199
	Perf. shares LTIP 2022	01/01/2022 - 31/12/2024	17/03/2022	17/03/2025	N/A	16,500				16,500	N/A
Thijs Bakker, CFO	Perf. shares LTIP 2023	01/01/2023 - 31/12/2025	01/03/2023 01/03/2026		N/A	0	A) 22,474 B) EUR 538,260 C) 100% D) 150%		A) 0 B) EUR0	22,474	N/A
					Total:	16,500	A) 22,474 B) EUR 538,260		A) 0 B)EUR0	38,974
Frank Bergonzi, CEO & President Americas	Perf. shares LTIP 2022	01/01/2022 - 31/12/2024	17/03/2022	17/03/2025	N/A	24,000		-10,000		14,000	N/A
	Perf. shares LTIP 2023	01/01/2023 - 31/12/2025	01/03/2023 01/03/2026		N/A	0	A) 23,344 B) EUR 559,083 C) 100% D) 150%	-17,508	A) 0 B) EUR0	5,836	N/A
					Total:	24,000	A) 23,344 B) EUR 559,083	-27,508	A) 0 B)EUR0	19,836
	Perf. shares LTIP 2022	01/01/2022 - 31/12/2024	17/03/2022	17/03/2025	N/A	14,072				14,072	N/A
Anna Bertona, CEO & President	Perf. shares LTIP 2023	01/01/2023 - 31/12/2025	01/03/2023 01/03/2026		N/A	0	A) 13,049 B) EUR 312,515 C) 67.6% D) 150%		A) 0 B) EUR0	13,049	N/A
EMEA					Total:	14,072	A) 13,049 B) EUR 312,515		A) 0 B)EUR0	27,121
	Perf. shares LTIP 2022	01/01/2022 - 31/12/2024	17/03/2022	17/03/2025	N/A	1,882				1,882	N/A
Sertaç Sürür, CEO APAC4	Perf. shares LTIP 2023	01/01/2023 - 31/12/2025	01/03/2023 01/03/2026		N/A	0	A) 12,019 B) EUR 287,865 C) 100% D) 150%		A) 0 B) EUR0	12,019	N/A
					Total:	1,882	A) 12,019 B) EUR 287,865		A) 0 B)EUR0	13,901
Total						83,484	A) 96,290 B)EUR2,306,145	-56,743		123,031

1 A) Target award = number of performance shares granted. B) Value of the performance shares at grant (market value). C) Value of the performance shares at grant (% of base pay). D) Maximum award opportunity upon vesting (% of the target award)

2 Following the retirement of Dr. Hans Joachim Müller on December 31, 2023 and Mr. Frank Bergonzi on September 30, 2023, performance shares have been forfeited in the LTIP 2022 and LTIP 2023 upon recommendation of the Remuneration and Nomination Committee.

3 A) number of vested performance shares. B) Value of the performance shares upon vesting

4 The target award, i.e. the value of the performance shares granted to Mr. Sertaç Sürür was equal to 25% of his base pay for his participation to the LTIP 2022 (performance period: 01/01/2022 - 31/12/2024) in the role of Managing Director Turkey. Mr. Sürür's target award for the LTIP 2023 (performance period: 01/01/2023 - 31/12/2025) in the role of CEO APAC is 100% of his base pay.

Other quantitative information

Comparative information on the evolution of compensation and company performance 2018-2023

The remuneration of the independent nonexecutive directors ('Remuneration of the Board') does not include travel and other expenses reimbursed by Azelis Group NV for meetings related to their Board and Board Committee mandates.

The ratio between the highest remuneration of a member of the Executive Committee (CEO) and the lowest remuneration of an employee of Azelis Group NV in 2023 is 27.0 (in full-time equivalent) (2022: 38.6). The lowest remuneration of an employee of Azelis Group NV is calculated in the

same manner and according to the same criteria used to calculate the remuneration of the CEO.

Other information

Minimum number of shares to be held

In line with provision 7.9 of the 2020 Belgian Code of Corporate Governance, the Board has set a minimum threshold of shares to be held by the CEO, CFO, and each other member of the Executive Committee as follows:

• The CEO is required to build and maintain a holding of shares equal in value to 200% of base pay.
• Each other member of the Executive Committee is required to build and maintain a holding of shares equal in value to 100% of base pay.

in €	2023	2022	2021	2020	2019
Remuneration of the Board	350,0001	326,6622	280,8003	240,0004	257,5005
Remuneration of the CEO, Dr. Hans Joachim Müller	1,080,360	1,993,015	1,734,501	1,415,687	1,093,272
Remuneration of the CFO, Thijs Bakker	833,531	1,160,250	1,236,224	882,314	646,606
Remuneration of other Members of the Executive Committee6	2,244,1467	4,817,7538	4,179,438	3,147,825	2,527,990
Total remuneration	4,508,036	8,297,681	7,430,962	5,685,826	4,525,368
Azelis performance (in thousands of €, unless stated otherwise)
Adjusted EBITDA	500,599	484,717	287,824	207,175	178,475
Adjusted EBITA	466,260	456,872	267,922	189,553	163,340
Net profit	189,312	218,244	70,225	71,012	47,978
Group Target Achievement: degree of target achievement9	90.5%	112.2%	110.8%	106.2%	99.6%
Working capital actual vs. budget: degree of target achievement
EMEA	91.6%	100.0%	99.4%	101.3%	101.1%
Americas	94.4%	109.3%	94.7%	91.6%	105.8%
Asia-Pacific	90.2%	93.7%	103.6%	92.1%	87.2%
Average employee remuneration on a full time equivalent basis10
% change year on year at the level of Azelis Group NV	10.7%11	12 -	-	-	-
% change year on year Azelis Group (consolidated)	-9.5%	-0.1%	3.4%	0.9%	-

1 Independent non-executive Directors 2023: Antonio Trius (12 m.), Alexandra Brand (12 m.), Ipek Özsüer (12 m.), Thomas Hallam (12 m.).

2 Independent non-executive Directors 2022: Antonio Trius (12 m.), Jürgen Buchsteiner (7 m.), Alexandra Brand (12 m.), Ipek Özsüer (12 m.), Thomas Hallam (5 m.)

3 Independent non-executive Directors 2021: Antonio Trius (12 m.), Jürgen Buchsteiner (12 m.), Alexandra Brand (12 m.), Ipek Özsüer (6 m.: the relevant Director fee of EUR 40,800 was invoiced at the end of December 2021 and not included in the Annual Report 2021).

4 Independent non-executive Directors 2020: Antonio Trius (12 m.), Jürgen Buchsteiner (12 m.), Alexandra Brand (12 m.).

5 Independent non-executive Directors 2019: Antonio Trius (12 m.), Kees Verhaar (6 m.), Jürgen Buchsteiner (12 m.), Alexandra Brand (9 m.).

6 Other Members of the Executive Committee 2018 - 2021: F. Bergonzi (CEO & President Americas), A. Bertona (CEO & President EMEA), L. Nataf (CEO & President APAC).

7 Other Members of the Executive Committee 2023: F. Bergonzi (CEO & President Americas), T. Cottrell (CEO Americas), A. Bertona (CEO EMEA), S. Sürür (CEO APAC).

8 Other Members of the Executive Committee 2022: F. Bergonzi (CEO & President Americas), A. Bertona (CEO & President EMEA), L. Nataf (CEO & President APAC), S. Sürür (CEO & President APAC).

9 KPI of the short-term incentive (STI) plan for senior management. Metric definition: "Proforma EBITA (w/o STI) + ((budget net debt minus actual net debt)/factor) vs. budgeted Proforma EBITA (w/o STI)". Until 2019, based on Proforma EBITDA (pre-IFRS16). In 2022, the factor was adjusted. Proforma in this respect used to provide a like-for-like comparison for acquisitions.

10 Remuneration includes wages and salaries and other personnel related expenses and social charges.

11 In view of the merger between Azelis Group NV and Azelis Corporate Services NV in the course of 2023, the average employee remuneration of 2022 has been calculated by combining Azelis Group NV and Azelis Corporate Services NV, to provide a like-for-like comparison.

12 As Azelis Group NV was incorporated in the course of 2021, no full year numbers were available, therefore not allowing a like-for-like comparison.

This requirement is effective as of January 1, 2022, and must be reached over a period of five years. It will apply to all current and future appointments to the Executive Committee.

Severance pay

All agreements with the CEO, CFO, and other Executive Committee members are for an indefinite period.

On termination of the employment of the CEO, CFO, or another member of the Executive Committee, the termination terms are determined as follows:

• The service agreement of the outgoing Chief Executive Officer, Hans Joachim Müller, could be terminated by either party subject to a notice period of twelve months to the end of a calendar month. In addition, in case of termination by Azelis, the Chief Executive Officer was entitled to receive a redundancy payment in the amount of one month's gross base pay per each completed year of service upon the effective termination of the service agreement, provided Azelis had not terminated the agreement by cause. The side agreement to the service agreement of the Chief Executive Officer, pursuant to which the Chief Executive Officer was also providing services at the premises of Azelis Group NV in Belgium, could be terminated by Azelis Deutschland GmbH at the end of a month subject to a notice period of one month. Termination of the service agreement of the Chief Executive Officer would not have automatically resulted in the termination of the side agreement.
• The outgoing CEO & President Americas, Frank Bergonzi, was an at-will employee who, in case of termination by Azelis without "cause" or by the employee for "good reason", subject to the execution of a release of claims in favor of Azelis, would have been entitled to receive accrued and vested benefits under Azelis' employee benefit plans, continued pay for a period of 24 months following termination, payable in accordance with Azelis' payroll practices, and a pro rata annual bonus for the year of termination based on actual results for such year.
• The new CEO Americas, Todd Cottrell, is an at-will employee who, in case of termination by Azelis without "cause" or by the employee for "good reason", subject to the execution of a release of claims in favor of Azelis, is entitled to receive accrued and vested benefits under Azelis' employee benefit plans, including continued pay for a period of 12 months following termination, payable in accordance with Azelis' payroll practices, and a pro rata annual bonus for the year of termination based on actual results for such year.
• The employment agreement of the CEO Asia-Pacific may be terminated by either party subject to a notice period of six months. In case notice of termination is given by Azelis for reasons other than "cause," Azelis is entitled to terminate the employment of the CEO Asia-Pacific immediately without prior notice subject to payment of an indemnity equal to the severance indemnity as calculated in accordance with the applicable laws of Singapore.
• The other members of the Executive Committee (i.e. the Chief Financial Officer, Thijs Bakker, the CEO EMEA, Anna Bertona), are subject to a management agreement that may be terminated by either party subject to a notice period of six months. In case of termination by Azelis with immediate effect, they are entitled to receive a termination fee equal to six months of the fixed fee paid pursuant to their management agreements. Similarly, as of 1 January 2024, the new CEO EMEA, Evy Hellinckx, is subject to a consultancy agreement that may be terminated by either party subject to a notice period of six months. In case of termination by Azelis with immediate effect, the CEO EMEA is entitled to receive a termination fee equal to six months of the fixed fee paid pursuant to her consultancy agreement.

Restrictive covenants

The members of the Executive Committee are each bound by post-termination non-compete clauses.

• The Chief Executive Officer of the Group was bound by a post-termination non-compete clause that had a term of 12 months after effective termination of the service agreement in all

countries where Azelis carries on its business. During this 12-month period, the Chief Executive Officer was entitled to compensation in the amount of one-twelfth of 50% of his annual base gross salary per month, unless the application of the non-compete clause had been waived by Azelis giving six months' notice, at any point during the employment agreement, in which case the obligation to pay compensation would end six months after the declaration of the waiver. Following the retirement of the Chief Executive Officer, Azelis and Dr. Müller agreed to waive the non-compete provisions without compensation.

• The CEO Asia-Pacific, Sertaç Sürür, is bound by a post-termination non-compete clause for 12 months after effective termination of the employment agreement in all countries where Azelis carries on its business in the Asia-Pacific region. During this 12-month period, the CEO Asia-Pacific is entitled to compensation in the amount of one-twelfth of 60% of his last annual base gross salary for each month of the duration of the non-compete period, unless the application of the non-compete clause is waived by Azelis, which would take immediate effect, at any point during the term of the employment agreement and for 15 days following the notice of termination of the employment agreement.
• The outgoing CEO & President Americas, Frank Bergonzi, who retired on September 30, 2023, is bound by a post-termination non-compete period of 24 months after effective termination of his service agreement.
• The new CEO Americas, Todd Cottrell, is bound by a post-termination non-compete clause for 12 months after effective termination of the employment agreement in all countries in which Azelis or any of its affiliates carries on or is planning to carry on its business as of the date of such termination.
• The Chief Financial Officer, Thijs Bakker, and the CEO EMEA, Anna Bertona are each bound by post-termination non-compete clauses for a period of 12 months following the effective termination of their respective management agreements. Similarly, as of 1 January 2024, the new CEO EMEA, Evy Hellinckx is bound by posttermination non-compete clause for a period of 12 months as from the termination of her consultancy agreement.

In respect to variable pay, to receive short-term variable pay, participants must provide services to the group and not be serving notice. Good and bad leaver vesting provisions consistent with market practice are in place for the LTI plan.