Belysse Group NV — Proxy Solicitation & Information Statement 2023

Apr 21, 2023

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BELYSSE GROUP NV

Public limited liability company Franklin Rooseveltlaan 172-174 8790 Waregem Enterprise number: 0671.974.626 RLE Ghent (division Kortrijk) general.meeting@belysse.com https://www.belysse.com/en/investors

(the "Company")

CONVOCATION OF THE ANNUAL SHAREHOLDERS' MEETING¹

The Board of Directors of the Company is pleased to invite the shareholders of the Company to the annual shareholders' meeting, which will be held on Wednesday 24 May 2023 at 11:00 am (CET) at the registered office of the Company (Franklin Rooseveltlaan 172-174, 8790 Waregem, Belgium) with the agenda below.

AGENDA

Agenda and proposed resolutions

(1) Acknowledgement of the Board of Directors' annual report with respect to the statutory and consolidated annual accounts relating to the financial year ending on 31 December 2022 (including discussion on corporate governance) and acknowledgement of the statutory auditor's report with respect to the statutory and consolidated annual accounts relating to the financial year ending on 31 December 2022.

Comment:

No decision needed regarding this item on the agenda.

(2) Acknowledgement of the consolidated annual accounts relating to the financial year ending on 31 December 2022.

Comment:

No decision needed regarding this item on the agenda.

(3) Approval of the remuneration report relating to the financial year ending on 31 December 2022.

Proposed resolution:

Approval of the remuneration report of the Board of Directors relating to the financial year ending on 31 December 2022.

¹ This is a translation of the Dutch text into English. Reasonable care was taken to ensure that it is accurate. However, you should be aware that words and legal concepts used in one language may not have exact equivalents in another. It cannot be guaranteed that the translation will have exactly the same meaning as the original.

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(4) Approval of the statutory annual accounts relating to the financial year ending on 31 December 2022 and of the proposed allocation of the results.

Proposed resolution:

Approval of the statutory annual accounts relating to the financial year ending on 31 December 2022, including the allocation of the results as proposed by the Board of Directors.

(5) Reappointment of Mr. Itzhak Wiesenfeld as director.

Proposed resolution:

Approval of the reappointment of Mr Itzhak Wiesenfeld, upon proposal of the Board of Directors of the Company based on the recommendation received from the Remuneration and Nomination Committee, as independent director of the Company with immediate effect for a two-year period, until the annual general meeting resolving on the annual accounts of the financial year ending on 31 December 2024. Mr Itzhak Wiesenfeld complies with the criteria of independence set forth in article 7:87 of the Belgian Companies and Associations Code. This mandate will be remunerated in the same way as that of the other independent directors, as described in the annual remuneration report and in accordance with the remuneration policy.

(6) Acknowledgment of the resignation of a non-executive director of the Company and confirmation of co-optation of a non-executive director of the Company for the remainder of the mandate of the resigning non-executive director as proposed by the Board of Directors following the recommendation by the Remuneration and Nomination Committee.

Proposed resolution:

Acknowledgement of the resignation of Mr Jeremy Fryzuk as non-executive director of the Company, with effect as of 26 October 2022 at 23h59m59 and confirmation of the co-optation by the Board of Directors of Ms Flora Siegert as non-executive director of the Company, with effect as of 27 October 2022 at 00h00m01 for the remainder of the mandate of Mr Jeremy Fryzuk and as proposed by the Board of Directors following the recommendation of the Remuneration and Nomination Committee.

(7) Approval of the statutory auditor's fee for the financial year ending on 31 December 2022

Proposed resolution:

Approval of the increase of the statutory auditor's fee to EUR 108.300 for the financial year ending on 31 December 2022 pursuant to the restructuring of the Company's group after the divestment of part of the group's activities and the indexation.

(8) Reappointment of the statutory auditor.

Proposed resolution:

Approval of the reappointment of PwC Bedrijfsrevisoren BV, with registered seat at 1831 Machelen, Culliganlaan 5, as statutory auditor for a 3-year term. This company shall appoint Mr Wouter Coppens, statutory auditor for representing it and entrusts him with the execution of this term of office, in the name and for the account of the BV. The term of office shall terminate at the end of the annual general meeting resolving on the annual accounts of the financial year ending on 31 December 2025.

The statutory auditor's annual fees add up to EUR 113.200 (plus VAT, sundry expenses and IREcontribution), and shall be adapted each year, based on the consumer price index or with the parties' agreement.

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(9) Directors' liability discharge.

Proposed resolution:

Discharge of liability for each of the directors regarding the execution of their mandate during the financial year ending on 31 December 2022.

(10) Auditor's liability discharge.

Proposed resolution:

Discharge of liability for the statutory auditor PricewaterhouseCoopers Bedrijfsrevisoren, represented by Mr Peter Opsomer, regarding the execution of its mandate during the financial year ending on 31 December 2022.

(11) Powers in order to execute the decisions.

Proposed resolution:

Approval to grant the power to each director of the Company, each acting individually, as well as its employees, servants and agents, and in particular to Mr Hannes D'Hoop, to complete all formalities towards the Belgian authorities and administrative authorities, in particular in order to register/modify details at the Crossroad Bank of Enterprises, and if necessary, with the Belgian VAT authorities.

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INFORMATION REGARDING THE MEETING

Admission requirements

The Board of Directors points out that only the persons who have met the two requirements set out below under point 1 and 2, will have the right to participate in the annual shareholders' meeting and have the right to ask questions.

1. Registration of the shares

The right to participate in the annual shareholders' meeting and the right to ask questions is granted on the basis of the accounting registration of the shares in name of the shareholder, on Wednesday 10 May 2023, at midnight (CET) (the "registration date"). This registration is determined as follows:

• for registered shares: registration will be established through their registration in the register of shares of the Company, on the registration date;
• for dematerialized shares: registration will be established through their registration in the accounts of a licensed account holder or a settlement institution. The licensed account holder or settlement institution provides the shareholder with a certificate stating the number of dematerialized shares registered in its accounts in the name of the shareholder on the registration date.

Only persons who are shareholders on the registration date are entitled (i) to participate and vote at the annual shareholders' meeting and (ii) to ask written questions.

1. Notification of the intention to participate in the annual shareholders' meeting

The shareholder must notify the Company, at the latest on Friday 19 May 2023 at midnight (CET), of its intention to participate in the annual shareholders' meeting. The certificate, if any, issued by the licensed account holder or the settlement institution, is to be attached to this notification. The notification should be done, preferably by e-mail to general.meeting@belysse.com or by letter to Franklin Rooseveltlaan 172-174, 8790 Waregem, for the attention of the legal department.

The possibility to put items on the agenda and / or to submit proposed resolutions

In accordance with article 7:130 of the Belgian Companies and Associations Code, one or more shareholders who hold, individually or jointly at least 3% of the share capital, may put additional items on the agenda of the annual shareholders' meeting and submit proposals for resolutions in relation to matters placed or to be placed on the agenda. These requests should be sent by e-mail to general.meeting@belysse.com, no later than Tuesday 2 May 2023 at midnight (CET).

More detailed information about the conditions of this possibility can be found on the website of the Company (https://www.belysse.com/en/investors).

If the Company would receive any requests for new agenda items or proposed resolutions, it shall promptly and at the latest on Tuesday 9 May 2023 at midnight (CET) publish the amended agenda on its website.

The right to ask questions

Shareholders who meet the admission requirements, may raise questions to the directors of the Company regarding their relevant reports and the concerned respective items listed on the agenda, as well as to the statutory auditor of the Company regarding its report. These questions should be raised by e-mail to general.meeting@belysse.com, at the latest on Friday 19 May 2023 at midnight (CET).

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More detailed information on the right to ask questions pursuant to article 7:139 of the Belgian Companies and Associations Code can be found on the website (https://www.belysse.com/en/investors).

Proxy forms

Shareholders who wish to be represented at the annual shareholder's meeting, should use the proxy form prepared by the Board of Directors for this purpose. Such proxy form will be available on the website of the Company (https://www.belysse.com/en/investors) and can be obtained at the registered office of the Company (Franklin Rooseveltlaan 172-174, 8790 Waregem). Other proxy forms will not be accepted.

The Board of Directors recommends to designate the Company's Secretary, Mr Hannes D'Hoop as proxy holder (with full power of substitution).

A signed proxy form must be submitted preferably by email to general.meeting@belysse.com or must be received by letter at the registered office of the Company for the attention of the Legal Department, Franklin Rooseveltlaan 172-174, 8790 Waregem, by no later than Friday 19 May 2023 at midnight (CET).

The shareholders are requested to strictly follow the instructions set out in the proxy form. Only executed proxy forms, filled out completely and accurately, will be accepted.

Provision of documents

The holders of securities may consult the relevant reports at the registered office of the Company (Franklin Rooseveltlaan 172-174, 8790 Waregem), as from Friday 21 April 2023, during weekdays and during normal office hours or can obtain a free copy of these reports at the registered office of the Company, upon written request for the attention of the legal department, or by e-mail to general.meeting@belysse.com.

All relevant information regarding this annual shareholders' meeting, including the reports mentioned in the agenda and the additional information which must be made available in accordance with article 7:129, §3 of the Belgian Companies and Associations Code, will be available on the website of the Company (https://www.belysse.com/en/investors) as from Friday 21 April 2023.

Information on data protection

The Company is responsible for processing personal data it receives from its shareholders and the proxy holders in the context of the annual shareholders' meeting.

The Company will process such personal data in accordance with the General Data Protection Regulation ("GDPR") for the purpose of the organization of the annual shareholders' meeting and in order to enable the shareholders to exercise their rights. The legal bases for this processing are a legal obligation and the legitimate interest of the controller. The data processed include, amongst others: name, address, e-mail address, number of shares, type of shares, proxy forms and voting instructions. The personal data will not be kept longer than necessary in light of the aforementioned purpose.

The data may be transferred to third parties (such as banks) providing services to the Company in connection with the organization of the annual general shareholders' meeting.

You can obtain more information on your rights with regard to your personal data on our website https://www.belysse.com/en/privacy-policy.

You can assert these rights by contacting our Data Protection Coordinator via dataprotection@belysse.com or by sending a letter to :

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Belysse Group NV Data Protection Franklin Rooseveltlaan 172-174 8790 Waregem Belgium

Furthermore, in accordance with article 77 GDPR, you have the right to lodge a complaint with the supervisory authority via contact@apd-gba.be.

The Board of Directors