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Belysse Group NV — Proxy Solicitation & Information Statement 2026
Apr 24, 2026
3918_rns_2026-04-24_b42eb640-280b-4650-aff1-0ef4f1b94bb7.pdf
Proxy Solicitation & Information Statement
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BELYSSE
BELYSSE GROUP NV
Public limited liability company
Franklin Rooseveltlaan 172-174
8790 Waregem
Enterprise number: 0671.974.626
RLE Ghent (division Kortrijk)
[email protected]
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 27 May 2026 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 2025 (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 2025.
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 2025.
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 2025.
Proposed resolution:
Approval of the remuneration report of the Board of Directors relating to the financial year ending on 31 December 2025.
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.
BELYSSE™
(4) Approval of the statutory annual accounts relating to the financial year ending on 31 December 2025 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 2025, including the allocation of the results as proposed by the Board of Directors.
(5) Reappointment of the statutory auditor.
Proposed resolution:
Approval of the reappointment of PwC Bedrijfsrevisoren BV, with registered seat at 1831 Diegem, Culliganlaan 5, as statutory auditor for a term of three years. In accordance with article 3:60 of the Belgian Companies and Associations Code, this company appoints Wouter Coppens BV, for the execution of this mandate, with Mr Wouter Coppens, statutory auditor, as permanent representative. The mandate shall terminate at the end of the annual general meeting resolving on the annual accounts of the financial year ending on 31 December 2028.
The annual fee for this assignment is EUR 103,900 (plus VAT, sundry expenses, IRE-contribution and lump-sum allowance for technology and compliance costs), and shall be adapted each year, based on the consumer price index or with the parties' agreement.
(6) Approval of the fee for services related to sustainability reporting as of 31 December 2025.
Proposed resolution:
Approval of the fee for the services related to sustainability reporting rendered by PwC Bedrijfsrevisoren BV as of 31 December 2025. This fee was EUR 95,000 (plus VAT, sundry expenses, IRE-contribution and lump-sum allowance for technology and compliance costs).
(7) Reappointment auditor for the limited assurance assignment on the sustainability reporting of the Company.
Proposed resolution:
Upon proposal of the Board of Directors of the Company based on the recommendation received from the Audit Committee: approval of the reappointment of the Company's statutory auditor PwC Bedrijfsrevisoren BV, with registered office at 1831 Diegem, Culliganlaan 5, for the limited assurance assignment on the sustainability reporting for a term of three years. In accordance with article 3:60 of the Belgian Companies and Associations Code, this company appoints Wouter Coppens BV, for the execution of this mandate, with Mr Wouter Coppens, statutory auditor, as permanent representative. The mandate shall terminate at the end of the annual general meeting resolving on the annual accounts of the financial year ending on 31 December 2028.
The annual fee for this assignment is EUR 81,700 (plus VAT, sundry expenses, IRE-contribution and lump-sum allowance for technology and compliance costs), and shall be adapted each year, based on the consumer price index or with the parties' agreement.
(8) 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 2025.
BELYSSE™
(9) Auditor's liability discharge.
Proposed resolution:
Discharge of liability for the statutory auditor PwC Bedrijfsrevisoren BV, represented by Mr Wouter Coppens, regarding the execution of its mandate during the financial year ending on 31 December 2025.
(10) 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.
- 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 13 May 2026, at midnight (CET) (the "registration date"). This registration will be established through the registration of the dematerialized shares 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.
- Notification of the intention to participate in the annual shareholders' meeting
The shareholder must notify the Company, at the latest on Friday 22 May 2026 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 [email protected] 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 [email protected], no later than Tuesday 5 May 2026 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 12 May 2026 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 [email protected], at the latest on Friday 12 May 2026 at midnight (CET).
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
BELYSSE™
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 [email protected] 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 22 May 2026 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 24 April 2026, 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 [email protected].
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 24 April 2026.
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 [email protected] or by sending a letter to :
Belysse Group NV
Data Protection
Franklin Rooseveltlaan 172-174
8790 Waregem
Belgium
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BELYSSE™
Furthermore, in accordance with article 77 GDPR, you have the right to lodge a complaint with the supervisory authority via [email protected].
The Board of Directors
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