Bekaert NV — AGM Information 2026

Apr 10, 2026

Bekaert

UNOFFICIAL TRANSLATION

NV BEKAERT SA

Limited liability company at 8550 Zwevegem (Belgium)
Bekaertstraat 2

BTW BE 0405.388.536 RPR Gent, division Kortrijk

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders and the holders of debentures¹ are requested to attend the Annual General Meeting of Shareholders to be held on Wednesday 13 May 2026 at 10:30 a.m. at the offices of the Company, Bekaertstraat 2, 8550 Zwevegem (Belgium).

AGENDA

1. Annual report of the Board of Directors on the financial year 2025

Proposed resolution: This agenda item does not require a resolution.

1. Report of the Statutory Auditor on the financial year 2025

Proposed resolution: This agenda item does not require a resolution.

1. Approval of the statutory annual accounts for the financial year 2025, and appropriation of the results

Proposed resolution: the General Meeting approves the statutory annual accounts for the financial year 2025 as prepared by the Board of Directors. The after-tax result for the year is € 176 291 438.

The General Meeting resolves to appropriate the result as follows:

• result of the year to be appropriated: € 176 291 438
• transfer to other reserves: € 81 582 270
• profit for distribution: € 94 709 168

The General Meeting resolves to distribute a gross dividend of € 1.95 per share.

¹ Only holders of debentures issued before 1 January 2020 have the right to participate in the Annual General Meeting.

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1. Discharge to the Directors and the Statutory Auditor

Proposed resolution: the General Meeting resolves as follows:

4.1. The Directors are granted discharge for the performance of their duties during the financial year 2025.

4.2. The Statutory Auditor is granted discharge for the performance of its duties during the financial year 2025.

1. Approval of the remuneration report on the financial year 2025 as included in the annual report of the Board of Directors

Proposed resolution: the General Meeting approves the remuneration report of the Board of Directors on the financial year 2025.

The vote on the remuneration report is advisory.

1. Approval of an amendment to the remuneration policy

The Board of Directors proposes to amend the remuneration policy² by increasing the maximum overall long-term incentive ("LTI") grant level for the Chief Executive Officer from 150% to 200% of fixed pay. The 200% maximum is in line with current industry benchmarks and prevailing market practices.

Proposed resolution: the General Meeting approves the amendment to the remuneration policy, increasing the maximum overall LTI grant level for the Chief Executive Officer to 200% of fixed pay.

1. Reappointment of Directors

The term of office for the Director Nicolas D'heygere and for the independent Director Toralf Haag will expire at the close of the Annual General Meeting. The Board of Directors proposes their reappointment for a term of four years based on the recommendation of the Nomination and Remuneration Committee.

The Board of Directors has no indication of any element that might call into question the independence of Toralf Haag.

The CVs and all relevant information on the candidates' professional qualifications, along with a list of their current positions, are available on the Company's website.

Proposed resolution: on the motion of the Board of Directors, the General Meeting resolves as follows:

7.1. Nicolas D'heygere is reappointed as Director for a term of four years, up to and including the Annual General Meeting to be held in 2030.

7.2. Toralf Haag is reappointed as independent Director for a term of four years, up to and including the Annual General Meeting to be held in 2030.

1. Remuneration of the Directors

Proposed resolution: on the motion of the Board of Directors, acting upon the proposal of the Nomination and Remuneration Committee and in accordance with the remuneration policy, the General Meeting resolves as follows

8.1. The remuneration of each non-executive Director, excluding the Chairman, for the performance of the duties as member of the Board of Directors during the financial year 2026 is kept at the fixed amount of € 80 000 gross. Each of them has the opportunity to

² https://www.bekaert.com/en/investors/corporate-governance/general-meetings/past-agms/2025/wettelijke-publicaties-2025

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receive part thereof (0%, 25% or 50%) in Company shares, after settlement of taxes. Those shares are not subject to any vesting or holding requirements.

8.2. The remuneration of each non-executive Director, except the Chairman, for the performance of the duties as member or Chairperson of the Audit, Risk and Finance Committee or the Nomination and Remuneration Committee during the financial year 2026 is kept at the fixed amount of € 20 000 gross, with an additional fixed amount of € 5 000 gross for the Chairperson of the Audit, Risk and Finance Committee.

8.3. The Board of Directors may entrust specific tasks in relation to ESG and cybersecurity, to one or more Directors. The additional remuneration of each such Director in relation to these specific tasks for the financial year 2026 is kept at the fixed amount of € 10 000 gross.

8.4. Without prejudice to his remuneration in his capacity as Executive Manager, the Chief Executive Officer will not receive remuneration for his mandate as Director.

1. Remuneration of the Statutory Auditor

Proposed resolution: the General Meeting resolves to increase the remuneration of the Statutory Auditor, EY Bedrijfsrevisoren BV, for the audit of the statutory annual accounts for the financial year 2025 from € 102 191 to € 106 361, to increase the remuneration for the audit of the consolidated annual accounts for the financial year 2025 from € 329 262 to € 342 696, and to decrease the remuneration for the assurance of the consolidated sustainability reporting for the financial year 2025 from € 369 000 to € 325 000.

All amounts are exclusive of VAT and subject to modification with the approval of the General Meeting and the Statutory Auditor.

1. Approval of change of control provisions in accordance with Article 7:151 of the Belgian Code on Companies and Associations

Proposed resolution: the General Meeting resolves, in accordance with Article 7:151 of the Belgian Code on Companies and Associations, to approve the change of control provisions applicable to the Company and included in the following documents:

(a) The Distribution Agreement of 30 June 2025 between the Company (as the principal) and Corporación Centroamericana del Acero, S.A. (as the distributor), pursuant to which the distributor promotes and sells fiber products from Bekaert.

(b) The Revolving Credit Facility Agreement of 19 December 2025 between the Company and Bekaert Coördinatiecentrum NV (as the borrowers) and Belfius Bank (as the lender), pursuant to which the lender makes available to the borrowers a committed revolving credit facility in an aggregate amount of € 50 000 000.

(c) The Revolving Credit Facility Agreement of 22 December 2025 between the Company and certain subsidiaries of the Company (as the borrowers) and ING Belgium SA/NV (as the lender), pursuant to which the lender makes available to the borrowers a committed revolving credit facility in an aggregate amount of € 50 000 000.

(d) The Information Memorandum relating to the creation and issue of senior fixed rate bonds in an aggregate principal amount of € 53 000 000, due 23 December 2032.

(e) The Information Memorandum relating to the creation and issue of additional senior fixed rate bonds in an aggregate principal amount of € 59 000 000, due 23 December 2032.

(f) The Revolving Credit Facility Agreement of 5 February 2026 between the Company and Bekaert Coördinatiecentrum NV (as the borrowers) and HSBC Continental Europe (as the lender), pursuant to which the lender makes available to the borrowers a committed revolving credit facility in an aggregate amount of € 50 000 000.

(g) The Revolving Credit Facility Agreement of 26 February 2026 between the Company and Bekaert Coördinatiecentrum NV (as the borrowers) and Barclays Bank PLC (as the lender), pursuant to which the lender makes available to the borrowers a committed revolving credit facility in an aggregate amount of € 100 000 000.

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Explanation:

• On the terms set forth in Article 19.3 of the Distribution Agreement referred to in (a) above, in the event of a change of control of the Company, the distributor may terminate the Distribution Agreement immediately.
• On the terms set forth in Article 17 of the Revolving Credit Facility Agreement referred to in (b) above, in the event of a change of control of the Company, the lender may cancel (part of) the facility and/or declare (part of) the facility immediately due and repayable.
• On the terms set forth in Article 7.1 of the Revolving Credit Facility Agreement referred to in (c) above, in the event of a change of control of the Company, the lender may cancel the commitment and/or declare all outstanding loans immediately due and payable.
• On the terms set forth in the Information Memorandum referred to in (d) above, in the event of a change of control of the Company, each of the bondholders may request redemption of (part of) their bonds.
• On the terms set forth in the Information Memorandum referred to in (e) above, in the event of a change of control of the Company, each of the bondholders may request redemption of (part of) their bonds.
• On the terms set forth in Article 19 of the Revolving Credit Facility Agreement referred to in (f) above, in the event of a change of control of the Company, the lender may cancel (part of) the facility and/or declare (part of) the facility immediately due and repayable.

• On the terms set forth in Article 18 of the Revolving Credit Facility Agreement referred to in (g) above, in the event of a change of control of the Company, the lender may cancel (part of) the facility and/or declare (part of) the facility immediately due and repayable.

• Communication of the consolidated annual accounts of the Bekaert Group for the financial year 2025, and of the annual report of the Board of Directors and the reports of the Statutory Auditor on the consolidated annual accounts and the consolidated sustainability information

Proposed resolution: This agenda item does not require a resolution.

USE OF THE LUMI PLATFORM

Shareholders and holders of debentures¹ are encouraged to use the Lumi platform to complete the formalities for participating in the meeting. You cannot participate in the meeting virtually.

More information on the procedure can be found on Lumi's website (www.lumiconnect.com) and on Bekaert's website (https://www.bekaert.com/en/investors/corporate-governance/general-meetings).

FORMALITIES

In order to exercise their rights at this Annual General Meeting, the shareholders and the holders of debentures¹ must comply with the following rules.

1. Record date

The right to attend the Annual General Meeting will be granted only to shareholders and holders of debentures¹ whose securities are registered in their name on the record date, i.e. at 24:00 hours Belgium time on Wednesday 29 April 2026, either in the Company's registers of registered securities (for registered shares) or in an account with a recognized account holder or a central securities depository (for dematerialized shares or debentures¹).

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2. Notification

In addition, the shareholders and the holders of debentures¹ whose securities are registered on the record date of Wednesday 29 April 2026 must notify the Company no later than Thursday 7 May 2026 that they wish to attend the Annual General Meeting, as follows:

• The owners of registered shares wishing to attend the Annual General Meeting must complete and sign the attendance form included as part of their individual notice and submit the form to the Company no later than Thursday 7 May 2026. For owners of registered shares who vote by proxy, it suffices to submit the power of attorney to the Company.

For owners of registered shares who choose to use the Lumi platform, this platform allows them to directly declare their intention to participate in the Annual General Meeting, subject to the above-mentioned deadline.

• The owners of dematerialized shares or debentures¹ must submit a certificate, attesting the number of their dematerialized securities with which they wish to participate, prepared by a recognised account holder or central securities depository, to one of the following banking institutions no later than Thursday 7 May 2026:

• in Belgium: ING Belgium, Bank Degroof Petercam, BNP Paribas Fortis, KBC Bank, Belfius Bank;

• in France: Société Générale;
• in The Netherlands: ABN AMRO Bank;
• in Switzerland: UBS.

Owners of dematerialized shares who choose to use the Lumi platform do not need to have the certificate prepared by a recognized account holder or central securities depository because this is done automatically through the Lumi platform.

The holders of debentures¹ cannot participate in the Annual General Meeting by proxy and have no voting rights.

3. Proxies

The owners of registered shares who want to vote by proxy must complete and sign the power of attorney form included as part of their individual notice and submit the form to the Company no later than Thursday 7 May 2026.

The owners of dematerialized shares who want to vote by proxy must complete and sign a copy of the power of attorney form available from the website address mentioned in paragraph 8 below and submit the form, together with their above-mentioned certificate, to one of the above-mentioned banking institutions no later than Thursday 7 May 2026.

Shareholders must carefully read and comply with the instructions appearing on the power of attorney form in order to be validly represented at the Annual General Meeting.

For shareholders who choose to use the Lumi platform, this platform allows them to complete and submit proxies electronically, subject to the above-mentioned deadline.

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1. Admittance

Every natural person attending the meeting in his/her capacity as shareholder, proxy holder or representative of a legal entity must be able to show proof of his/her identity.

The organic representatives of legal entities must also prove their capacity of corporate body.

1. Right to add agenda items and file resolution proposals

One or more shareholders holding together at least 3% of the capital of the Company may add items to the agenda of the Annual General Meeting and may file resolution proposals relating to items already on or to be added to the agenda, by notifying the Company in writing no later than Tuesday 21 April 2026.

In any such case, the Company will publish a revised agenda no later than Tuesday 28 April 2026.

Shareholders must carefully read and comply with the instructions appearing on the website address mentioned in paragraph 8 below in this respect.

1. Right to ask questions

Shareholders and holders of debentures¹ may ask written questions (related to the agenda items) to the Board of Directors and the statutory auditor ahead of the Annual General Meeting by submitting such questions to the Company no later than Thursday 7 May 2026.

Instructions in this regard can be found at the website address listed in paragraph 8 below.

For shareholders and holders of debentures¹ who choose to use the Lumi platform, this platform allows them to forward written questions in advance, subject to the above-mentioned deadline.

1. Data Protection

The Company is responsible for the processing of personal data it receives from the shareholders, the holders of other securities issued by the Company and proxy holders in the context of the general meeting. The processing of such data will be carried out for the purpose of the organization and conduct of the general meeting. The data include, amongst others, identification data, the number of shares and other securities issued by the Company, proxies and voting instructions. These data may also be transferred to third parties (such as banks) for the purposes of services to the Company in connection with the foregoing. The personal data will not be kept longer than necessary in the light of the aforementioned purpose. Shareholders, holders of other securities issued by the Company and proxy holders can obtain more information and assert their rights with regard to their personal data they provided to the Company by contacting the Company by e-mail at privacy@bekaert.com or a complaint can be filed with the Data Protection Authority at www.dataprotectionauthority.be.

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1. Company addresses - Documents - Information

All notifications referred to in the present notice must be addressed to one of the following addresses:

• NV Bekaert SA
• Company Secretary - General Meetings
• Bekaertstraat 2
• BE-8550 Zwevegem
• Email address: generalmeetings@bekaert.com

Each of the deadlines mentioned in the present notice means the latest date on which the pertinent notification must be received by the Company.

All documents and other information required for purposes of the Annual General Meeting are available from the above-mentioned addresses or from the following website address: https://www.bekaert.com/en/investors/corporate-governance/general-meetings.

The Board of Directors

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