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Bekaert NV — AGM Information 2026
May 19, 2026
3915_rns_2026-05-19_752fdac6-0d2f-4fb6-b064-fccf5f9f53d7.pdf
AGM Information
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UNOFFICIAL TRANSLATION
Minutes of the Annual General Meeting of Shareholders of NV Bekaert SA held at Zwevegem on Wednesday 13 May 2026
The Meeting started at 10:30 a.m., chaired by Jürgen Tinggren, Chairman of the Board of Directors.
The Chairman gave the floor to Yves Kerstens, Chief Executive Officer, who in his speech discussed the operational and strategic headlines, the results of the financial year 2025 and the trading update for the first quarter of 2026.
The General Meeting then proceeded to its deliberative and decision-making stage. In addition to the Chairman of the Board, the bureau was composed of Yves Kerstens, Chief Executive Officer, and of the other Directors present, viz. Nicolas D’heygere, Henriette Fenger Ellekrog, Toralf Haag, Maxime Parmentier, Eriikka Söderström, Caroline Storme, Emilie van de Walle de Ghelcke en Henri Jean Velge.
Marnix Van Dooren, representing the Statutory Auditor EY Bedrijfsrevisoren, attended the Meeting.
Isabelle Vander Vekens, Company Secretary, acted as the secretary of the Meeting.
Maxime Vanhie and Michelle Vanhove were designated as scrutineers.
The Chairman stated:
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that the notice to the Meeting had been published in a timely manner in accordance with the Articles of Association and Articles 7:128 and following of the Code on Companies and Associations in media that may reasonably be relied upon for the effective dissemination of information to the public throughout the European Economic Area and that was accessible fast and on a non-discriminatory basis, i.e. through Digital Media Innovations Sweden AB, a service provider for media distribution, on 10 April 2026;
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the confirmation from such service provider, initialed by the scrutineers, was attached to the minutes;
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that the notice, the proxy forms and the procedures for participation in the Meeting had been published on the website of the Company since 10 April 2026;
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that the holders of registered shares, as well as the Directors and the Statutory Auditor, on 10 April 2026, had been invited by ordinary letter or, for those who had consented thereto individually, expressly and in writing, by e-mail;
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that no shareholders holding together at least 3% of the capital of the Company had made use of their right pursuant to Article 7:130 of the Code on Companies and Associations to add items to the agenda and to file resolution proposals relating to items already on or to be added to the agenda no later than 21 April 2026;
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that the attendance list showed that the shareholders present or represented held 32 365 881, out of a total of 50 659 798 shares issued by the Company; that no holders of debentures were present;
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that pursuant to Article 7:140 of the Code on Companies and Associations, for the purpose of determining the attendance and majority requirements to be fulfilled at the Meeting, shares whose voting rights are suspended were not taken into account;
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that pursuant to Article 7:217, §1, second paragraph of the Code on Companies and Associations, the voting rights attached to 1 963 193 own shares held by the Company, were suspended;
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that the shareholders present or represented had complied with the applicable provisions of the law and the Articles of Association in order to be admitted to the Meeting;
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that the Meeting was validly constituted and able to deliberate and resolve on the agenda.
The Chairman noted that 1 shareholder has exercised the right conferred by Article 7:139 of the Code on Companies and Associations to submit written questions to the Board of Directors or to the Statutory Auditor by 7 May 2026. The written question was answered during the meeting. No further questions were asked during the meeting.
The Meeting acknowledged the report of the common meeting of the Works Councils of the sites of the Company held on 6 May 2026.
The Meeting proceeded to the agenda.
1. Annual report of the Board of Directors on the financial year 2025
Such annual report did not call for a resolution.
2. Report of the Statutory Auditor on the financial year 2025
Such report did not call for a resolution.
3. Approval of the statutory annual accounts for the financial year 2025, and appropriation of the results
The General Meeting approved the statutory annual accounts for the financial year 2025 as prepared by the Board of Directors. The after-tax result for the year was € 176 291 438.
The General Meeting resolved to appropriate the result as follows:
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result of the year to be appropriated: € 176 291 438
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• transfer to other reserves: € 81 582 270 • profit for distribution € 94 709 168
The General Meeting resolved to distribute a gross dividend of € 1.95 per share.
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Number of shares voting validly: 32 365 881 (66.46% of the capital[1] ) Number of valid votes without abstentions: 32 310 211 Number of votes for: 32 286 948 Number of votes against: 23 263 Number of abstentions: 55 670
4. Discharge to the Directors and the Statutory Auditor
- 4.1. The General Meeting resolved to discharge the Directors from the performance of their duties during the financial year 2025.
Number of shares voting validly: 32 365 881 (66.46% of the capital[1] ) Number of valid votes without abstentions: 32 291 701 Number of votes for: 31 906 017 Number of votes against: 385 684 Number of abstentions: 74 180
- 4.2. The General Meeting resolved to discharge the Statutory Auditor from the performance of their duties during the financial year 2025.
Number of shares voting validly: 32 365 881 (66.46% of the capital[1] Number of valid votes without abstentions: 32 296 773 Number of votes for: 31 976 095 Number of votes against: 320 678 Number of abstentions: 69 108
5. Approval of the remuneration report on the financial year 2025 as included in the annual report of the Board of Directors
The General Meeting approved the remuneration report of the Board of Directors on the financial year 2025.
The vote on the remuneration report was advisory.
| Number of shares voting validly: | 32 365 881 (66.46% of the capital1) |
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| Number of valid votes without abstentions: | 32 228 390 |
| Number of votes for: | 31 881 667 |
| Number of votes against: | 346 723 |
| Number of abstentions: | 137 491 |
6. Approval of an amendment to the remuneration policy
The Board of Directors proposed to amend the remuneration policy[2] 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 was in line with current industry benchmarks and prevailing market practices.
The General Meeting approved the amendment to the remuneration policy, increasing the maximum overall LTI grant level for the Chief Executive Officer to 200% of fixed pay.
1 After deduction of the portion of the capital represented by the shares whose voting rights are suspended.
2 https://www.bekaert.com/content/dam/corporate/investors/governance/agm-2025/Remuneration%20policy%20EN.pdf
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| Number of shares voting validly: | 32 365 881 (66.46% of the capital1) |
|---|---|
| Number of valid votes without abstentions: | 32 358 815 |
| Number of votes for: | 31 877 721 |
| Number of votes against: | 481 094 |
| Number of abstentions: | 7 066 |
7. Reappointment of Directors
The term of office for the Director Nicolas D’heygere and for the independent Director Toralf Haag expired at the close of the Annual General Meeting. The Board of Directors proposed their reappointment for a term of four years based on the recommendation of the Nomination and Remuneration Committee.
The Board of Directors had 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, were available on the Company’s website.
On the motion of the Board of Directors, the General Meeting resolved as follows:
- 7.1. Nicolas D’heygere was reappointed as Director for a term of four years, up to and including the Annual General Meeting to be held in 2030.
| Number of shares voting validly: | 32 365 881 (66.46% of the capital1) |
|---|---|
| Number of valid votes without abstentions: | 32 365 881 |
| Number of votes for: | 23 828 700 |
| Number of votes against: | 8 537 181 |
| Number of abstentions: | 0 |
- 7.2. Toralf Haag was reappointed as independent Director for a term of four years, up to and including the Annual General Meeting to be held in 2030.
| Number of shares voting validly: | 32 365 881 (66.46% of the capital1) |
|---|---|
| Number of valid votes without abstentions: | 32 359 347 |
| Number of votes for: | 28 740 380 |
| Number of votes against: | 3 618 967 |
| Number of abstentions: | 6 534 |
8. Remuneration of the Directors
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 resolved 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 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.
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Number of shares voting validly: 32 365 881 (66.46% of the capital[1] Number of valid votes without abstentions: 32 365 850 Number of votes for: 32 365 777 Number of votes against: 73 Number of abstentions: 31
- 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.
| Number of shares voting validly: | 32 365 881 (66.46% of the capital1) |
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| Number of valid votes without abstentions: | 32 365 689 |
| Number of votes for: | 32 365 638 |
| Number of votes against: | 51 |
| Number of abstentions: | 192 |
- 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.
Number of shares voting validly: 32 365 881 (66.46% of the capital[1] Number of valid votes without abstentions: 32 365 880 Number of votes for: 32 359 179 Number of votes against: 6 701 Number of abstentions: 1
- 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.
| Number of shares voting validly: | 32 365 881 (66.46% of the capital1) |
|---|---|
| Number of valid votes without abstentions: | 32 365 828 |
| Number of votes for: | 32 365 828 |
| Number of votes against: | 0 |
| Number of abstentions: | 53 |
9. Remuneration of the Statutory Auditor
The General Meeting resolved 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 were exclusive of VAT and subject to modification with the approval of the General Meeting and the Statutory Auditor.
| Number of shares voting validly: | 32 365 881 (66.46% of the capital1) |
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| Number of valid votes without abstentions: | 32 365 681 |
| Number of votes for: | 32 338 658 |
| Number of votes against: | 27 023 |
| Number of abstentions: | 200 |
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10. Approval of change of control provisions in accordance with Article 7:151 of the Belgian Code on Companies and Associations
The General Meeting resolved, 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:
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(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.
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(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.
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(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.
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(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.
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(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.
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(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.
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(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
Number of shares voting validly: 32 365 881 (66.46% of the capital[1] ) Number of valid votes without abstentions: 32 360 648 Number of votes for: 32 360 648 Number of votes against: 0 Number of abstentions: 5 233
11. 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
Such communication did not call for a resolution.
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The agenda having been exhausted, the minutes were signed.
The General Meeting adjourned at 11:35 a.m.
[signed] [signed] Maxime Vanhie Michelle Vanhove [signed] [signed] Nicolas D’heygere Henriette Fenger Ellekrog [signed] [signed] Toralf Haag Yves Kerstens [signed] [signed] Maxime Parmentier Eriikka Söderström [signed] [signed] Caroline Storme Emilie van de Walle de Ghelcke [signed] Henri Jean Velge
[signed] [signed] Isabelle Vander Vekens Jürgen Tinggren
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