Azelis Group NV — Remuneration Information 2025

Apr 7, 2025

In response to feedback from selectinvestors and proxy advisors regarding the remuneration report in the 2023 Integrated Report, the Company has strengthened its disclosures to ensure enhanced clarity and transparency. These enhancements include comprehensive details on both financial and nonfinancial performance targets, such as the individual performance criteria under the Short-Term Incentive Plan (STIP), as well as the weighing and target-setting of performance conditions, the peer group benchmark used for Total Shareholder Return underthe Long-Term Incentive Plan (LTIP), and the termination provisions applicable to each Executive Committee member.

Remuneration policy

In accordance with Article 7:89/1 of the Belgian Code of Companies and Associations (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 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 this 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 an overachievement of organizational financial 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; and
• 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 nonexecutive directors takes into account their role as a Chair or member of the Board of Directors and/or its different Committees, in view of their associated responsibilities and time commitment.

Each independent non-executive director receives a fixed annual fee paid 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 nonexecutive directors do not receive any variable remuneration linked to results or other performance criteria.

The remuneration of the independent non-executive directors was lastreviewed by the Shareholders' Meeting dated June 13, 2024, and is currently defined as follows:

• Director fee: annual fee of €70,000 gross;
• Additional fee for the Chair of the Board of Directors: annual fee of €60,000 gross;
• Additional fee for the chairs of the Remuneration and Nomination Committee and Audit and Risk Committee: annual fee of €20,000 gross.

The additional fees for 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 following their appointment. This requirement is effective from January 1, 2022.

Non-independent non-executive directors are not remunerated for their director role, and it is EQT policy not to allow their directors to own stock in companies in which they participate.

Remuneration of the members of the Board of Directors in 2024

Name	Position	Remuneration (in €)
Antonio Trius	Independent Non-Executive Director (Chair)1	54,500
Kåre Schultz	Independent Non-Executive Director (Chair)2	81,875
Alexandra Brand	Independent Non-Executive Director1	32,080
Melanie Maas-Brunner	Independent Non-Executive Director2	38,262
Ipek Özsüer	Independent Non-Executive Director	70,000
Thomas Hallam	Independent Non-Executive Director	90,000
Bert Janssens	Non-Executive Director	-
Kristiaan Nieuwenburg	Non-Executive Director	-
Anna Bertona	Executive Director (CEO)	-
Thijs Bakker	Executive Director (CFO)	-
Total remuneration		366,717

1 Independent non-executive directors Antonio Trius and Alexandra Brand served on the Board of Directors from January 1, 2024 to June 13, 2024, and the remuneration figures in the table above reflect the pro-rated amount for their tenure in 2024.

2 Independent non-executive directors Kåre Schultz and Melanie Maas-Brunner served on the Board of Directors from June 13, 2024 to December 31, 2024, and the remuneration figures in the table above reflect the pro-rated amount for their tenure in 2024.

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

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 the CEO, CFO, and other Executive Committee members generally comprise, but may not always include, the following key elements:

Base pay

Base pay is determined to attract and retain qualified, competent individuals by considering compensation levels for similar roles in comparable companies, the responsibilities of the position, the individual's experience, and their performance. The Remuneration and Nomination Committee may propose an adjustment to the base pay, along with a justification, either annually or at other times, for approval by the Board of Directors. Any increase is typically aligned with salary adjustments for employees in the country in which the executive is based, although this may exceed to account for changes in role, responsibilities, or individual performance.

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 longterm 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 85% of the annual base salary, capped at 150% of the target. The other Executive Committee members receive short-term incentives in cash with a target opportunity ranging from 41% 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 short-term incentive (STI) plan consists of the following performance components:

• Group performance (otherwise also referred to as Group Target Achievement) is measured 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:
• a. It determines the total amount of short-term variable remuneration to be paid out and distributed among all eligible STI participants.
• b. 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 target is measured against non-financial, quantitative objectives according to four levels of target achievement (fails to meet expectations, partially meets expectations, meets expectations or exceeds expectations) as determined in the prevailing calendar's year annual performance review cycle. During each annual performance review cycle, the three individual performance targets for each Short-Term Incentive (STI) participant, reviewed and approved at the start of each calendar year by the respective line manager (or: Chair of the Board of Directors forthe CEO) and recorded in the Human Capital Management system, Workday™, are meticulously assessed and evaluated against four levels of target achievement. The determination of each target's achievement level is carried out by the line manager (or: Chair of the Board of Directors for the CEO) during the annual performance review process. The overall level of achievement, which directly influences the payout of the individual performance target component, is calculated as

the average of all three individual performance targets in which the payout percentages are determined as follows:

• a. Exceeds expectations: 100%
• b. Meets expectations: 100%
• c. Partially meets expectations: 60%
• d. Fails to meet expectations: 0%

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. With other words: if the Group Performance of the current year does not exceed last year's performance, there is no STI payout, irrespective of regional performance and individual performance. The respective weight of group performance,regional performance and individual performance targets for the Executive Committee members is defined as follows:

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

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 the second quarter 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 IPO in September 2021.

On September 10, 2021, an extraordinary Shareholders' Meeting of the Company approved the proposal to setup a long-term incentive plan for directors, members of the Executive Committee, employees, consultants or self-employed 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 conditions 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 and Nomination 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 2024.

Performance conditions are measured against objectively measurable key performance indicators (both financial and nonfinancial) that reflect the performance of Azelis as a whole. Three metrics are operated in the LTIP 2024 (performance period: 01/01/2024 - 31/12/2026):

1. Total Shareholder Return (TSR) relative to a peer group consisting of 18 companies, Azelis not included, at 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 Azelis⁴ . The high weightage of the TSR metric demonstrates accountability and fairness, fostering trust among stakeholders. It ensures that the CEO, CFO, and other Executive Committee members are incentivized to focus on long-term growth and shareholder value. The performance target for this metric is at the second quartile ranking;

2. 1. Organic EBITA growth at 35% weighting. The performance target for this metric is at 6% growth;
3. 1. ESG Metric; Scope 1 and Scope 2 CO² reduction per EUR 1 million sales at 15% weighting. The performance target for this metric is at 50% reduction from 4.76 tCO2e/€mn sales.

Here, also, financial based metrics dominate over non-financial metrics. Outcomes of the LTIP performance conditions are evaluated and assessed against the targets at the end of the threeyear performance period. Performance conditions targets are communicated at the time of award and will be broadly vested as follows:

• Total Shareholder Return (TSR):
• a. Fourth quartile ranking (Threshold): 0% vest
• b. Third quartile ranking: 50% vest
• c. Second quartile ranking: 100% vest
• d. First quartile ranking: 150% vest
• Organic EBITA growth:
• a. 90% of the target (Threshold): 0% vest b. 100% of the target: 100% vest

4 The peer group of 18 companies: Brenntag AG (Germany), Bunzl Plc (UK), DKSH Holding AG (Switzerland), Electrocomponents Plc (UK), Rexel SA (France), Diploma Plc (UK), Indutrade (Sweden), Beijer Ref (Sweden), IMCD (Netherlands), DCC (UK), W.W. Grainger (US), MSC Industrial Direct (US), Applied Industrial Technologies (US), Fastenal (US), Rentokil (UK), Intertek (UK), Eurofins (France) and SGS (Switzerland)

c. 120% of the target: 150% vest

• ESG metric:

a. 90% of the target (Threshold): 0% vest

• b. 100% of the target: 100% vest
• c. 120% of the target: 150% vest

The number of shares vested is zero for below-threshold performance. Achievement between threshold and target: The number of shares vested is increased on a linear 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 linear pro-rata basis and in accordance with the performance achieved, subject to a maximum of 150% in case of overachieved performance. For the avoidance of doubt, the performance targets may be reviewed and amended at any point in time, subject to final approval of the Board, on recommendation by the Remuneration and Nomination Committee, and any new performance target will be communicated to all LTIP participants.

If long-term variable remuneration becomes payable, the vesting date for the awards is expected to occur before the end of the second quarter of the financial year following the conclusion of the performance period. This will take place after the audited results are finalized and subject to the Board's final approval, based on the recommendation of 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. Such adjustment may also be made as a cash payment.

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 Belgian Code of Companies and Associations, or CCA). The Company is even more stringent than required by law, as more than 50% of the variable remuneration of the Executive Committee members is subject to performance criteria deferred over a period of three years.

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

Azelis does not deviate from its remuneration policy.

Compensation paid and other benefits granted directly or indirectly to CEO, CFO and other members of the ExCom in 2024

In €		Fixed remuneration		Variable remuneration		Total remuneration	Proportion of fixed and variable remuneration
			Annual short-term incentive (STI)1	Value of vested equity (LTI)2
Name, position	Base pay	Other benefits	Single year	Multiple years
	765,000		411,899	200,526		1,377,425	F	55.5%
Anna Bertona, CEO3							V	44.5%
	578,630		320,127	235,125		1,133,882	F	51.0%
Thijs Bakker, CFO3							V	49.0%
	1,157,330	296,795	475,583	26,809	13,283	1,969,801	F	74.5%
Other Members of the Executive Committee3							V	25.5%
Total	2,500,960	296,795	1,207,610	462,460	13,283	4,481,107
Total of which Fixed remuneration (incl. pension)						2,811,038		62.7%
Total of which Variable remuneration						1,670,070		37.3%

1 Short-term incentive ('STI') based on 2024 results.

2 The Azelis long-term incentive plan ('LTIP') involves the grant of an award consisting of a specified number of Azelis performance shares. The figures represent the value of the vested LTIP 2022-2024 cycle based on the closing market value on December 31, 2024.

3 Anna Bertona, Thijs Bakker and Evy Hellinckx are self-employed and they operate via their respective management companies.

Short-term incentive granted for performance year 2024 to CEO, CFO and the other members of the ExCom

				Payout by performance metric and total payout (currency: €)
85%	Weight group performance metric	80%		Group performance metric - payout	338,547
	Weight individual performance metric	20%		Individual performance metric - payout	73,352
				Total payout	411,899
				STI payout - actual vs target	63%
					256,102
					64,025
					320,127
				STI payout - actual vs target	65%
63.7%1	Weight group performance metric	40%		Group performance metric - payout	211,880
	Weight regional performance metric	EBITA 30%	GWC 10%	Regional performance metric - payout EBITA and GWC combined)	169,560
				Individual performance metric - payout 94,143
				Total payout	475,583
				STI payout - actual vs target	58%
85%		Weight group performance metric Weight individual performance metric Weight individual performance metric	80% 20% 20%		Group performance metric - payout Individual performance metric - payout Total payout

Amount of equity-based remuneration of CEO, CFO, and other members of the ExCom, granted, vested, or forfeited in 2024

In 2024, 122,597 performance shares equal to a market value of €2,421,293 at grant were awarded to the Chief Executive Officer, Chief Financial Officer, and other members of the Executive Committee. The LTIP 2022-2024 cycle is expected to vest on March 17, 2025, but disclosed as vested below, as the last performance year of this cycle has ended December 31, 2024.

		Characteristics of the equity-based plan			Information regarding the reporting year
					Opening		Changes during the year			End balance
Name, Position	Equity-based remuneration plan	Performance period	Grant date	Vesting date	Number perf. shares 01/01/2024	Shares granted1	Shares forfeited	Shares vested2	Shares granted not vested 31/12/2024	Number of shares to hold
	Perf. shares LTIP 2022	01/01/2022- 31/12/2024	17/03/2022	17/03/2025	14,072		3,518	A) 10,554 B) EUR 200,526	0	N/A
	Perf. shares LTIP 2023	01/01/2023- 31/12/2025	01/03/2023	01/03/2026	13,049				13,049	N/A
Anna Bertona, CEO3	Perf. shares LTIP 2024	01/01/2024- 31/12/2026	05/03/2024	05/03/2027		A) 38,734 B) EUR 765,000			38,734	N/A
				Total:	27,121	A) 38,734 B) EUR 765,000	3,518	A) 10,554 B) EUR 200,526	51,783	N/A
	Perf. shares LTIP 2022	01/01/2022- 31/12/2024	17/03/2022	17/03/2025	16,500		4,125	A) 12,375 B) EUR 235,125	0	N/A
	Perf. shares LTIP 2023	01/01/2023- 31/12/2025	01/03/2023	01/03/2026	22,474				22,474	N/A
Thijs Bakker, CFO	Perf. shares LTIP 2024	01/01/2024- 31/12/2026	05/03/2024	05/03/2027		A) 27,254 B) EUR 538,260			27,254	N/A
				Total:	38,974	A) 27,254 B) EUR 538,260	4,125	A) 12,375 B) EUR 235,125	49,728	N/A
Todd Cottrell, CEO AMERICAS	Perf. shares LTIP 2022	01/01/2022- 31/12/2024	17/03/2022	17/03/2025
	Perf. shares LTIP 2023	01/01/2023- 31/12/2025	01/03/2023	01/03/2026
	Perf. shares LTIP 2024	01/01/2024- 31/12/2026	05/03/2024	05/03/2027		A) 25,723 B) EUR 508,036			25,723	N/A
				Total:	0	A) 25,723 B) EUR 508,036	0	A) 0 B) EUR 0	25,723	N/A

		Information regarding the reporting year
					Opening	Changes during the year			End balance
	Equity-based	Performance			Number perf. shares				Shares granted not vested	Number of shares
Name, Position	remuneration plan	period	Grant date	Vesting date	01/01/2024	Shares granted1	Shares forfeited	Shares vested2	31/12/2024	to hold
Evy Hellinckx, CEO EMEA4	Perf. shares LTIP 2022	01/01/2022- 31/12/2024	17/03/2022	17/03/2025						N/A
	Perf. shares LTIP 2023	01/01/2023- 31/12/2025	01/03/2023	01/03/2026	1,987				1,987	N/A
	Perf. shares LTIP 2024	01/01/2024- 31/12/2026	05/03/2024	05/03/2027		A) 16,567 B) EUR 327,190			16,567	N/A
				Total:	A) 16,567 1,987 B) EUR 327,190	0	A) 0 B) EUR 0	18,554	N/A
Sertaç Sürür, CEO APAC5	Perf. shares LTIP 2022	01/01/2022- 31/12/2024	17/03/2022	17/03/2025	1,882		471	A) 1,411 B) EUR 26,809	0	N/A
	Perf. shares LTIP 2023	01/01/2023- 31/12/2025	01/03/2023	01/03/2026	12,019				12,019	N/A
	Perf. shares LTIP 2024	01/01/2024- 31/12/2026	05/03/2024	05/03/2027		A) 14,319 B) EUR 282,807			14,319	N/A
				Total:	13,901	A) 14,319 B) EUR 282,807	471	A) 1,411 B) EUR 26,809	26,338	N/A
Total					81,983	122,597	8,114	24,340	172,126

1 Shares granted: A) Target award = number of performance shares granted. B) Value of the performance shares at grant (market value).

2 Shares vested: A) Vested award = number of performance shares vested. B) Value of the performance shares vested (closing market value on December 31, 2024).

3 The target award, i.e. the value of the performance shares granted to Anna Bertona for her participation to the LTIP 2022 and LTIP 2023 was lower in her previous role as CEO EMEA.

4 The target award, i.e. the value of the performance shares granted to Evy Hellinckx for her participation to the LTIP 2023 was lower in her previous role as Managing Director Benelux.

5 The target award, i.e. the value of the performance shares granted to Sertaç Sürür for his participation to the LTIP 2022 was lower in his previous role as Managing Director Turkey.

Other quantitative information

Comparative information on evolution of compensation and company performance 2020-2024

The remuneration of the independent non-executive 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 2024 is 33.9 (in full-time equivalent) (2023: 27.0)⁵ . 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.

in €	2024	2023	2022	2021	2020
Remuneration of the Board1	366,717	350,000	326,662	280,800	240,000
Remuneration of the CEO2	1,377,425	1,080,360	1,993,015	1,734,501	1,415,687
Remuneration of the CFO	1,133,882	833,531	1,160,250	1,236,224	882,314
Remuneration of other Members of the Executive Committee	1,969,801	2,244,146	4,817,753	4,179,438	3,147,825
Total remuneration	4,847,824	4,508,036	8,297,681	7,430,962	5,685,826
Azelis performance (in thousands of €, unless stated otherwise)
Adjusted EBITA	470,684	466,260	456,873	267,922	189,553
Net profit	189,468	189,312	218,244	70,225	71,012
Group Target Achievement: degree of target achievement3	97.3%	90.5%	112.2%	110.8%	106.2%
Working capital actual vs. budget: degree of target achievement4
EMEA	97.4%	91.6%	100.0%	99.4%	101.3%
Americas	104.0%	94.4%	109.3%	94.7%	91.6%
Asia Pacific	98.0%	90.2%	93.7%	103.6%	92.1%
Average employee remuneration on a full time equivalent basis5
% change year on year at the level of Azelis Group NV	-17.6%	10.7%6	- 7	-	-
% change year on year Azelis Group (consolidated)	0.7%	-9.5%	-0.1%	3.4%	0.9%

1 Prior to the IPO in the second half of 2021, the Company had 3 independent directors. Following the IPO in the second half of 2021, the number of independent directors increased to 4.

2 Remuneration of the CEO 2020 - 2023: Hans Joachim Müller; and Remuneration of the CEO 2024: Anna Bertona.

3 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)". In 2022, the factor was adjusted. Proforma in this respect defined as like-for-like comparison for acquisitions.

4 KPI of the short-term incentive (STI) plan for senior management.

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

6 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.

7 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.

5 This ratio is not like-for-like comparable between the current year and prior year. This is mainly due to the difference in employment status: Anna Bertona, CEO since 1 January 2024, is self-employed while Hans Joachim Müller, CEO until 31 December 2023, was an Azelis employee. Consequently, there are differences in cost structure.

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.

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. As per December 31, 2024, all current members of the ExCom fulfil this requirement.

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 management agreement of the CEO, Anna Bertona, may be terminated by either party subject to a notice period of 12 months. Azelis may terminate the management agreement at any moment and without justification by respecting a notice period of 12 months or with immediate effect by paying a lump sum termination fee equal to 12 months of the fixed fee paid pursuant to the management agreement;

• Pursuant to the employment agreement of the CEO Americas, Todd Cottrell, in case of termination by Azelis without 'cause' or by the employee for 'good reason', is entitled to any accrued and vested benefits, any base salary earned but not paid through termination date, reimbursement expenses owed, and subject to the execution of a release of claims in favor of Azelis, continued pay for a period of 12 months following termination, payable in accordance with Azelis' payroll practices;
• The employment agreement of the CEO Asia Pacific, Sertaç Sürür, may be terminated by either party subject to a notice period of 6 months. In case notice of termination is given by Azelis forreasons otherthan '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 CFO, Thijs Bakker and the CEO EMEA, Evy Hellinckx), are subject to a management agreement that may be terminated by either party subject to a notice period of 6 months. In case of termination by Azelis with immediate effect, they are entitled to receive a termination fee equal to 6 months of the fixed fee paid pursuant to their management agreements.

Restrictive covenants

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

• The CEO of the Group, Anna Bertona, is bound by a posttermination non-compete clause covering all countries where Azelis and/or Group companies carried out their business at any time during the 24 months prior to the termination of the management agreement and/or during the 12 months after such termination, that applies for a period of 12 months following the effective termination date of her management agreement;

• The CFO, Thijs Bakker, is bound by a post-termination restrictive covenant clause covering all countries where Azelis and/or Group companies carry out their business, for a period of 12 months following the effective termination date of his management agreement;
• The CEO Asia Pacific, Sertaç Sürür, is bound by a posttermination 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 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 CEO EMEA, Evy Hellinckx, is bound by post-termination noncompete clause for a period of 12 months, geographically limited to the EMEA region, following the effective termination of her management 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.