Unofficial English translation – For convenience purposes only

Biotalys NV

Buchtenstraat 11, 9051 Ghent

RPR 0508.931.185 (Ghent)

(the "Company")

CONVOCATION OF THE ANNUAL GENERAL SHAREHOLDERS MEETING

The board of directors of the Company (the "Board") invites its shareholders, holders of subscription rights and all other persons that are entitled to participate in its shareholders meetings to participate in the annual general shareholders meeting of the Company (the "Shareholders Meeting") which will take place on Tuesday 22 April 2025 at 10.00 a.m (Belgian Time) at Buchtenstraat 11, 9051 Ghent, to deliberate and decide on the agenda set out below.

There is no quorum requirement for the Shareholders Meeting. Subject to applicable legal provisions, each share shall have one vote. In accordance with applicable law the proposed resolutions referred to in the agenda of the Shareholders Meeting shall be passed if approved by a simple majority of the votes validly cast by the shareholders. Abstentions are not counted as votes in de numerator or denominator.

Holders of subscription rights are entitled to attend the Shareholders Meeting with an advisory vote.

AGENDA

The agenda and the proposed resolutions of the Shareholders Meeting are as follows:

1. Communication of the consolidated financial statements and reports on the consolidated financial statements

Communication of and discussion on (i) the consolidated financial statements, (ii) the annual report of the Board on the consolidated financial statements and (iii) the report of the statutory auditor on the consolidated financial statements, for the financial year ended on December 31, 2024.

As this concerns only a communication, acknowledgement and discussion, there is no proposed resolution in respect of this agenda item.

2. Communication of the reports on the statutory financial statements

Communication of and discussion on the annual report of the Board and the report of the statutory auditor on the statutory financial statements, for the financial year ended on December 31, 2024.

As this concerns only a communication, acknowledgement and discussion, there is no proposed resolution in respect of this agenda item.

3. Communication and approval of the statutory financial statements - Allocation of the result

Communication and approval of the statutory financial statements for the financial year ended on December 31, 2024 and approval of the proposed allocation of the result I.e. carry forward of a loss of €13,135,588 for the financial year to the following financial year.

Proposed resolution: the shareholders meeting decides to approve the statutory financial statements for the financial year ended on December 31, 2024, and to approve the proposed allocation of the result I.e. carry forward of a loss of €13,135,588 for the financial year to the following financial year.

4. Communication of and approval of the remuneration report

Communication of and approval of the remuneration report, included in the annual reports of the Board, for the financial year ended on December 31, 2024.

Proposed resolution: the shareholders meeting decides to approve the remuneration report, as included in the annual reports of the Board, for the financial year ended on December 31, 2024.

5. Discharge from liability to the directors

Proposed resolution: the shareholders meeting decides to grant discharge from liability to the directors (and, where applicable, to their permanent representative) who were in office during the financial year ended on December 31, 2024, for the exercise of their mandate during said financial year.

6. Discharge from liability to the statutory auditor

Proposed resolution: the shareholders meeting decides to grant discharge from liability to the statutory auditor i.e. Deloitte Bedrijfsrevisoren BV, with registered office Gateway Building, Luchthaven Brussel Nationaal 1 J, 1930 Zaventem represented by Mr. Pieter-Jan Van Durme, for the exercise of his mandate during the financial year ended on December 31, 2024.

7. Appointment of the auditor for fiscal years 2025, 2026 and 2027 and remuneration

On the proposal of the audit committee, after comparing various proposals, the Board of Directors recommends (a) the appointment of Deloitte Bedrijfsrevisoren BV, with registered office at Gateway Building, Brussels National Airport 1 J, 1930 Zaventem represented by Mr. Pieter-Jan Van Durme as statutory auditor of the Company for a period

of three financial years, the first of which will end on December 31, 2025, and (b) the approval of the remuneration of the auditor amounting to € 80,000 (excluding (i) expenses related to the engagement, (ii) contribution to the IBR and (iii) VAT) on an annual basis and subject to indexation.

In their proposal, the Board of Directors and the audit committee took into account several criteria, including experience, knowledge of the Company's sector, proposed team and pricing.

Proposed resolution: the general meeting approves the appointment of Deloitte Bedrijfsrevisoren BV, with registered office at Gateway Building, Brussels National Airport 1 J, 1930 Zaventem represented by Mr. Pieter-Jan Van Durme as statutory auditor of the Company for a period of three financial years, the first of which will end on December 31, 2025 and approves of the remuneration which amounts to € 80,000 (excluding (i) expenses related to the engagement, (ii) contribution to the IBR and (iii) VAT) on an annual basis and subject to indexation.

8. Confirmation of the appointment of Mrs. Laura Jean Meyer as a director of the Company

Mrs. Laura Jean Meyer was appointed as a director by the Board of Directors with effect from September 25, 2024 on the basis of Article 13 of the Company's Articles of Association. In accordance with Article 7:88 of the Belgian Code on Companies and Associations, this appointment is submitted to the general meeting for confirmation.

The Board of Directors, taking into account the recommendation of the Nomination and Remuneration Committee, recommends that the shareholders confirm the appointment of Mrs. Laura Jean Meyer as a director of the Company. Unless renewed, this mandate expires immediately following the Shareholders Meeting.

Proposed resolution: The general meeting confirms the appointment of Mrs. Laura Jean Meyer, residing at 2313 Canyon Drive, St. Charles, MO 63303 USA, United States of America, as a director of the Company. Unless renewed, this term of office shall expire immediately following the Company's annual general meeting to be held on 22 April 2025.

9. Appointment and renewal of directorships

The term of office of the following directors will expire immediately after the Shareholders Meeting: Simon E. Moroney, Johan Cardoen, Laura Jean Meyer, Pieter Bevernage, Patrick Van Beneden and Kevin Helash. Mr. Markus Heldt does not wish to renew his directorship.

9.1 Reappointment of Mr. Kevin Helash, as director of the Company

immediately after the ordinary general meeting to be held in 2029 deciding on the financial statements of the Company for the fiscal year 2028. Mr. Kevin Helash does not receive a remuneration pursuant to his mandate as director.

Proposed resolution: On the proposal of the Board of Directors and in accordance with the recommendation and advice of the Nomination and Remuneration Committee, the general meeting resolves to reappoint Mr. Kevin Helash, 242 Capellan St., Wake Forest, North Carolina 27587, USA, as a director of the Company for an additional term of four years starting immediately after this shareholders meeting and ending immediately after the ordinary general meeting to be held in 2029 deciding on the Company's financial statements for fiscal year 2028. Mr. Kevin Helash does not receive a remuneration pursuant to his mandate as director.

9.2 Reappointment of Mr. Simon E. Moroney as a non-executive independent director

Proposed resolution: On the proposal of the Board of Directors, in accordance with the recommendation and advice of the Nomination and Remuneration Committee, the general meeting resolves (a) to reappoint Mr. Simon E. Moroney, Hindenburgstrasse 33, 82343 Pöcking, Germany, as a non-executive independent director of the Company, for a term of four years starting immediately after this shareholders meeting and which will terminate immediately after the ordinary general meeting to be held in 2029 deciding on the financial statements of the Company for the fiscal year 2028, and (b) to confirm his mandate in his capacity as an independent member of the Board of Directors in that (i) Mr. Simon E. Moroney meets, and has declared to meet, the independence criteria of Article 7:87 of the Belgian Code on Companies and Associations and provision 3.5 of the Belgian Corporate Governance Code 2020, (ii) Mr. Simon E. Moroney has expressly declared that he does not maintain any relationship with the Company or any major shareholder that would compromise his independence, and (iii) the Board of Directors has expressly stated that it has no indication of any element that could call Mr. Simon E. Moroney's independence within the meaning of Article 7:87 of the Belgian Code on Companies and Associations, into question. The general meeting resolves that the mandate of Mr. Simon E. Moroney be remunerated as provided for non-executive

independent members of the Board of Directors in the Company's remuneration policy and as approved by the general meeting from time to time.

9.3 Reappointment of Mr. Johan Cardoen as a non-executive independent director

Taking into account and in accordance with the recommendation and advice of the Nomination and Remuneration Committee, the Board of Directors recommends the reappointment of Mr. Johan Cardoen, as a non-executive independent director of the Company for an additional term of four years starting immediately after the Shareholders Meeting and which will terminate immediately after the ordinary general meeting to be held in 2029 deciding on the financial statements of the Company for the fiscal year 2028. With the exception of item 2 of the provision 3.5 of the Belgian Corporate Governance Code 2020 ("not have served for a total term of more than twelve years as a non-executive board member") Mr. Johan Cardoen meets, and has declared to meet, the independence criteria of Article 7:87 of the Belgian Code on Companies and Associations and provision 3.5 of the Belgian Corporate Governance Code 2020. Mr. Johan Cardoen has expressly declared that he does not maintain any relationship with the Company or any major shareholder that would compromise his independence, and the Board of Directors hereby expressly declares that it has no indication of any element that could call into question Mr. Johan Cardoen's independence within the meaning of Article 7:87 of the Belgian Code on Companies and Associations. Regarding point 2 of provision 3.5 of the Belgian Corporate Governance Code 2020 ("not have served for a total term of more than twelve years as a non-executive board member"), the Board of Directors mentions that Mr. Johan Cardoen has been a member of the Board of Directors as a non-executive director since 2013 and as an independent director since 2021. However, the Board of Directors believes that there is no reason to question Mr. Johan Cardoen's independence. Mr. Johan Cardoen does not perform any special assignments for the Company or for a major shareholder outside his directorship for which he is remunerated. Furthermore, Mr. Johan Cardoen has always demonstrated independence and critical thinking in his capacity as director and member of the Research and Development Committee and Mr. Johan Cardoen makes a significant contribution through his scientific knowledge and knowledge of the industry in which the Company operates. The Board of Directors therefore proposes to the general meeting to deviate from the requirement of point 2 of provision 3.5 of the Belgian Corporate Governance Code 2020 and to qualify Mr. Johan Cardoen as a non-executive independent director.

relationship with the Company or any major shareholder that would compromise his independence, and (iii) the Board of Directors has expressly stated that it has no indication of any element that could call Mr. Johan Cardoen's independence within the meaning of Article 7:87 of the Belgian Code on Companies and Associations, into question. The general meeting also decides to deviate from point 2 of provision 3.5 of the Belgian Code on Corporate Governance 2020 and to confirm the independence of Mr. Johan Cardoen notwithstanding the fact that through the reappointment Mr. Johan Cardoen will hold a mandate as a non-executive director for more than 12 years based on the argumentation of the Board of Directors that (i) Mr. Johan Cardoen does not perform any special assignments for the Company or for a major shareholder outside his directorship for which he is remunerated, (ii) Mr. Johan Cardoen has always demonstrated independence and critical thinking in his capacity as a director of the Company and member of the Research and Development Committee and (iii) Mr. Johan Cardoen makes a significant contribution through his scientific knowledge and knowledge of the industry in which the Company operates. The general meeting resolves that the mandate of Mr. Johan Cardoen be remunerated as provided for non-executive independent members of the Board of Directors in the Company's remuneration policy and as approved by the general meeting from time to time.

9.4 Reappointment of Mrs. Laura Jean Meyer as a non-executive independent director

shareholder that would compromise her independence, and (iii) the Board of Directors has expressly stated that it has no indication of any element that could call Mrs. Laura Jean Meyer 's independence within the meaning of Article 7:87 of the Belgian Code on Companies and Associations, into question. The general meeting resolves that the mandate of Mrs. Laura Jean Meyer be remunerated as provided for non-executive independent members of the Board of Directors in the Company's remuneration policy and as approved by the general meeting from time to time.

9.5 Reappointment of Mr. Pieter Bevernage, as director of the Company

Proposed resolution: On the proposal of the Board of Directors and in accordance with the recommendation and advice of the Nomination and Remuneration Committee, the general meeting resolves to reappoint Mr. Pieter Bevernage, 9120 Vrasene, Steenbeekstraat 25, as a director of the Company for an additional term of four years starting immediately after this shareholders meeting and ending immediately after the ordinary general meeting to be held in 2029 deciding on the Company's financial statements for fiscal year 2028. The mandate of Mr. Bevernage as a director is unpaid.

9.6 Reappointment of Mr. Patrick Van Beneden, as director of the Company

Proposed resolution: On the proposal of the Board of Directors and in accordance with the recommendation and advice of the Nomination and Remuneration Committee, the general meeting resolves to reappoint Mr. Patrick Van Beneden, 9550 Herzele, Houtemstraat 81, as a director of the Company for an additional term of four years starting immediately after this shareholders meeting and ending immediately after the ordinary general meeting to be held in 2029 deciding on the Company's financial statements for fiscal year 2028. The mandate as a director is unpaid.

10. Appointment of Ms. Toni Bucci as non-executive independent director

Taking into account and in accordance with the recommendation and advice of the Nomination and Remuneration Committee, the Board of Directors recommends the

appointment of Ms. Toni Bucci, as a non-executive independent director of the Company for a term of four years starting immediately after the Shareholders Meeting and which will terminate immediately after the ordinary general meeting to be held in 2029 deciding on the financial statements of the Company for the fiscal year 2028. Ms. Toni Bucci meets, and has declared to meet, the independence criteria of Article 7:87 of the Belgian Code on Companies and Associations and provision 3.5 of the Belgian Corporate Governance Code 2020. Ms. Toni Bucci has expressly declared that she does not maintain any relationship with the Company or any major shareholder that would compromise her independence, and the Board of Directors hereby expressly declares that it has no indication of any element that could call into question Ms. Toni Bucci's independence within the meaning of Article 7:87 of the Belgian Code on Companies and Associations.

Proposed resolution: On the proposal of the Board of Directors, in accordance with the recommendation and advice of the Nomination and Remuneration Committee, the general meeting resolves (a) to appoint Ms. Toni Bucci, 1760 Pilot Riley Road, Zebulon NC 27597, USA, as a non-executive independent director of the Company, for a term of four years starting immediately after this shareholders meeting and which will terminate immediately after the ordinary general meeting to be held in 2029 deciding on the financial statements of the Company for the fiscal year 2028, and (b) to confirm her mandate in her capacity as an independent member of the Board of Directors in that (i) Ms. Toni Bucci, meets, and has declared to meet, the independence criteria of Article 7:87 of the Belgian Code on Companies and Associations and provision 3.5 of the Belgian Corporate Governance Code 2020, (ii) Ms. Toni Bucci has expressly declared that he does not maintain any relationship with the Company or any major shareholder that would compromise her independence, and (iii) the Board of Directors has expressly stated that it has no indication of any element that could call Ms. Toni Bucci's independence within the meaning of Article 7:87 of the Belgian Code on Companies and Associations, into question. The general meeting resolves that the mandate of Ms. Toni Bucci be remunerated (pro rata temporis for 2025 and for the first time in 2026 with respect to share-units) as provided for non-executive independent members of the Board of Directors in the Company's remuneration policy and as approved by the general meeting from time to time.

PARTICIPATION TO THE SHAREHOLDERS MEETING

1. Registration date

Only the persons who are shareholder or holders of subscription rights on the registration date are entitled to participate in and, if applicable, vote at the Shareholders Meeting. The registration date for the Shareholders Meeting is 8 April 2025 at midnight (24:00h, Belgian Time). Holders of registered subscription rights are required to fulfil the same formalities with regard to admission, access, form and notification of power of attorney as these applicable to shareholders to participate in the Shareholders Meeting. Holders of subscription rights can only participate with an advisory vote.

2. Conditions of admission

To be admitted to the Shareholders Meeting, the security holders must fulfil the following conditions:

I. Registration

Security holders must be registered as security holders on the registration date at midnight:

• for registered shares or registered subscription rights, based on the registration of the securities in the share register of the register of subscription rights of the Company;

• for dematerialized shares, on the basis of the registration of the shares in the accounts of a recognized account holder or central custodian institution.

II. Notification

Security holders must, before or at the latest on 16 April 2025 midnight (24.00 h, Belgian Time), notify their intention to participate in the Shareholders Meeting:

• by e-mail to the Company, at [email protected] through the notice of registration that is available at the seat of the Company and on the Company's website (www.biotalys.com); or

• by post addressed to the Company, at Buchtenstraat 11, 9051 Ghent to the attention of the Chairman of the Board of Directors through the notice of registration that is available at the seat of the Company and on the Company's website (www.biotalys.com).

Holders of dematerialized shares must attach a certificate to each notification, delivered by the recognized account holder or central custodian institution, evidencing the number of dematerialized shares registered in the name of the shareholder on its accounts on the registration date, with which such shareholder has indicated that it wants to participate at the Shareholders Meeting.

III. Participation

The security holder who fulfilled the admission requirements can participate in the Shareholders Meeting as follows: (i) personally, (ii) by proxy or (iii) by letter. To allow an efficient registration process, the security holders or their proxy holders who personally attend a Shareholders Meeting are requested to be present by 9.30 am at the latest. The natural persons attending a Shareholders Meeting in their capacity as security holder, proxy holder or representative of a legal entity may be requested to provide evidence of their identity. In addition, the representatives of legal persons must provide the documents that determine their status as legal representative or proxy holder. The Company will only grant

access to the premises to security holders, proxy holders and other persons if and to the extent public gathering are permitted by competent authorities on the date of the Shareholders Meeting. As a result, there is a risk that participation in person to the Shareholders Meeting may not be possible.

Personal:

Each security holder has the right to participate to a Shareholders Meeting in person.

Powers of attorney:

Each security holder can also be represented by a proxy holder at a Shareholders Meeting. The security holder who wishes to be represented by proxy must deliver a power of attorney in written form on 16 April 2025 at midnight (24.00h Belgian Time) at the latest, as set out below:

o the model of power of attorney that is made available by the board of directors (i) at the office of the Company and (ii) on the website of the Company (www.biotalys.com) must be used;
o the dated and signed power of attorney must reach the Company timely (i) by e-mail to [email protected], or (ii) by post at Buchtenstraat 11, 9051 Ghent, Belgium, to the attention of the Chairman of the Board of Directors.
o The appointment of a proxy holder must be made in accordance with the applicable rules of Belgian law, including the rules on conflicts of interest and the keeping of a register.

In addition, the security holders must meet the admission requirements as described above in item "I. Registration" and "II. Notification". A timely and duly completed power of attorney together with (for dematerialised shares) a valid certificate of a recognized account holder or central custodian institution will be regarded as a "Notification" under II.

Voting by letter

Each security holder further has the right to cast its votes by letter by providing a dated and signed form to the Company on 16 April 2025 midnight (24.00h Belgian Time) at the latest.

o Use must be made of the form made available by the board of directors (i) at the office of the Company and (ii) on the website of the Company (www.biotalys.com). The form for voting by letter must be validly signed.
o The form must reach the Company timely by post at Buchtenstraat 11, 9051 Ghent, Belgium, to the attention of the Chairman of the Board of Directors, or by e-mail to [email protected]

In addition, the security holders must meet the admission requirements as described above in item "I. Registration" and "II. Notification". A timely and duly completed voting letter together with a certificate together with (for dematerialised shares) a valid certificate of a recognized account holder or central custodian institution will be regarded as a "Notification" under II.

IV. Additional agenda items and proposed resolutions

Shareholders who, alone or together with other shareholders, hold at least 3% of the share capital of the Company have the right to put additional items on the agenda of a Shareholders Meeting and to submit proposed resolutions in relation to items that have been or are to be included in the respective agendas.

Shareholders that wish to exercise this right must, in order for their request to be examined at a Shareholders Meeting:

prove that they own at least 3% of the share capital on the date of their request (i) on the basis of a certificate of registration of relevant shares in the register of registered shares of the Company, or (ii) on the basis of a certificate drawn up by the recognized account holder or the settlement institution stating that the relevant number of dematerialized shares have been registered in their name on their account;
have fulfilled the admission requirements as described above for such percentage of the share capital;
formulate a written request, if applicable, accompanied by the text of the items to be discussed and the corresponding proposed resolutions, or of the text of the proposed resolutions to be placed on the agenda. Such written request must reach the Company (i) by post at Buchtenstaat 11, 9051, Ghent, Belgium, to the attention of the Chairman of the Board of Directors or (ii) by e-mail to [email protected], before or at the latest on 31 March 2025 midnight (24.00h Belgian Time).

If applicable, the Company will publish an updated agenda, before or at the latest on 7 April 2025. At the same time, the Company will in such case make forms adapted to the updated agenda available on the Company's website (www.biotalys.com) that can be used for the voting by letter and the voting by proxy.

Powers of attorney and votes by letter that reach the Company prior to the publication of an updated agenda remain valid for the agenda items to which they apply, subject to the applicable legislation and the further clarifications set out in the proxy forms and the forms for voting by letter.

V. Questions to the directors and/or the statutory auditor of the Company

Each security holder has the right to ask questions to the directors or the statutory auditor of the Company relating to items on the agenda of the Shareholders Meeting, provided that he/she has complied with the admission conditions as set out above.

Questions can be asked during the meeting or can be submitted in writing prior to the meeting.

Written questions must reach the Company (i) by mail at Buchtenstraat 11, 9051 Ghent, to the attention of the Chairman of the Board of Directors or (ii) by e-mail at [email protected], before or at the latest on 16 April 2025 midnight (24.00h Belgian Time).

Written and oral questions will be discussed during the relevant Shareholders Meeting in accordance with applicable law.

VI. Documents

The following documentation is available on the Company's website (www.biotalys.com) as of thirty (30) days prior to the Shareholders Meeting:

this convocation, including agenda and proposed resolutions (if necessary, as updated) as well as any supporting documentation (including the statutory and consolidated accounts and reports on such accounts and the remuneration report (the latter is included in the annual reports));
the total number of shares and voting rights on the date of the convocation;
the forms for the notification of registration and the voting by proxy and by letter;

Security holders can also obtain a free copy of this documentation at the seat of the Company at Buchtenstraat 11, 9051 Ghent or by e-mail to [email protected].

VII. Data protection

The Company is responsible for the processing of the personal data it receives from security holders and proxy holders in the context of the Shareholders Meeting in accordance with the applicable data protection legislation. The processing of such personal data will in particular take place for the analysis and management of the attendance and voting procedure in relation to the Shareholders Meeting, this in accordance with the applicable legislation. This personal data may be transferred to third parties for the purpose of providing assistance in the management of attendance and voting procedures, and for analyzing the composition of the investor base. The personal data will not be stored any longer than necessary in light of the aforementioned objective and will therefore be erased or made anonymous. Security holders and proxy holders can find the Company's privacy policy at

www.biotalys.com/privacy-policy. This privacy policy contains detailed information regarding the processing of the personal data including the rights that holders can assert towards the Company in accordance with the applicable data protection legislation. Security holders and proxy holders can exercise their rights with regard to their personal data provided to the Company by contacting the Company at [email protected].

21 March 2025

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