Deceuninck NV — Proxy Solicitation & Information Statement 2025

Dec 5, 2025

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REGULATED INFORMATION CONVENING NOTICE SPECIAL GENERAL MEETING

January 6, 2026

DECEUNINCK

A Public Limited Company Listed company in the sense of article 1:11 of the CCA Established in the Flemish Region Having its registered office at 8830 Hooglede-Gits, Bruggesteenweg 360 Register of Legal Entities Ghent, division Kortrijk VAT BE 0405.548.486 (the Company)

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CONVENING NOTICE SPECIAL GENERAL MEETING

The Board of Directors has the honour to invite the shareholders, holders of subscription rights and the statutory auditor to attend the special general meeting to be held at the registered office of the Company at 8830 Hooglede-Gits, Bruggesteenweg 360, on Tuesday, January 6, 2026, at 4:00 p.m., with the following agenda and proposals for resolution:

A G E N D A

1. Dismissal of a Director

Proposal for resolution:

On proposal of the Board of Directors and upon advice from the Remuneration and Nomination Committee, the general meeting desides to dismiss Stefaan Haspeslagh BV, represented by its permanent representative, Mr. Stefaan Haspeslagh.

ATTENDANCE FORMALITIES

In order to exercise their rights at this special general meeting, the holders of shares and the holders of subscription rights must comply with the following provisions, described in article 7:134, §2 of the Code on Companies and Associations and article 29 of the articles of association of the Company:

Registration procedure

Only persons who are shareholders on the Record Date, being Tuesday, December 23, 2025 at midnight (Belgian time – GMT+1), are entitled to participate in and vote at the special general meeting.

For holders of registered shares

The holders of registered shares must be registered on the Record Date in the register of registered shares of Deceuninck NV for the number of shares with which they wish to participate in the special general meeting.

For holders of dematerialised shares

The dematerialised shares with which the shareholders wish to participate in the special general meeting must be registered in their accounts with an accredited account holder or with a clearing institution on the Record Date. Ownership of the number of dematerialised shares on the Record Date will be determined on the basis of the confirmation transmitted to Degroof Petercam or the Company by the accredited account holder or clearing institution no later than Wednesday, December 31, 2025. Ownership can also be established on the basis of the certificate that the shareholder obtained from the accredited account holder or clearing institution and that he/she transfers to Degroof Petercam or the Company by Wednesday, December 31, 2025 at the latest.

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Notification

In addition to the registration mentioned above, shareholders whose securities are registered on the Record Date must notify the Company no later than Wednesday, December 31, 2025 that they wish to participate in the special general meeting (Deceuninck NV - Attn. Legal Department - Bruggesteenweg 360 – 8830 Hooglede-Gits or by e-mail: generalmeeting@deceuninck.com). Holders of dematerialised shares may, if they wish, request the accredited account holder or the clearing institution to notify confirmation of their attendance at the same time as confirmation of their registration.

Only persons who are shareholders on the Record Date and who have notified the Company of their participation in the special general meeting within the prescribed time limits are entitled to participate in the special general meeting and to exercise their vote. Holders of subscription rights may attend the special general meeting, but only with an advisory vote.

Proxies

In accordance with Article 7:143 of the Code on Companies and Associations and Article 31 of the Articles of Association of the Company, each shareholder with voting rights may participate in the meeting in his own name or may be represented by a proxy holder. Shareholders wishing to be represented at the special general meeting must complete the proxy form (available at the Company's registered office, from Degroof Petercam or at http://www.deceuninck.com/en/shareholder-meetings.aspx) and return it to the Company no later than Wednesday, December 31, 2025 (Deceuninck NV – Attn. Legal Department - Bruggesteenweg 360 – 8830 Hooglede-Gits or by e-mail: generalmeeting@deceuninck.com).

Any appointment of a proxy holder must be made in accordance with the applicable Belgian legislation, in particular regarding conflicts of interest and the maintenance of a register of voting instructions.

The right to add agenda items and submit proposals for decisions

In accordance with Article 7:130 of the Code on Companies and Associations, one or more shareholders who together hold at least 3% of the Company's share capital may, not later than on Monday, December 15, 2025. request to have items listed on the agenda of the special general meeting and submit proposals for resolutions regarding items included or to be included on the agenda.

The shareholder exercising this right must meet the following two conditions:

• − be able to prove that he holds the aforementioned percentage on the date of his request; and
• − be able to demonstrate that he is still a shareholder of at least 3% of the share capital on the Record Date (either on the basis of a certificate of registration of the shares in the register of registered shares of Deceuninck NV, or on the basis of a certificate drawn up by an approved account holder or clearing institution showing that the relevant number of dematerialised shares is registered in their name on account).

Requests can be sent in writing (Deceuninck NV – Attn. Legal Department - Bruggesteenweg 360 – 8830 Hooglede-Gits or by e-mail: generalmeeting@deceuninck.com).

The Company will acknowledge receipt of the requests by e-mail or letter within 48 hours of receipt. Where appropriate, the Company will publish a completed agenda no later than Monday, December 22, 2025 .

Nevertheless, proxies that were notified to the Company before the publication of a supplemented agenda shall remain valid for the agenda items to be discussed to which they apply. By way of exception to the foregoing, the proxy holder may, for the agenda items to be dealt with for which new proposals for resolution have been submitted, deviate during the special general meeting from any instructions given by the shareholder, if the execution of those instructions could prejudice the interests of the shareholder. The proxy holder must notify the shareholder accordingly.

The right to ask questions

In accordance with Article 7:139 of the Code on Companies and Associations, shareholders who comply with the formalities to be admitted to the special general meeting may ask questions to the directors and/or the auditor both orally (during the meeting) and in writing (before the special general meeting).

Written questions may be submitted in accordance with Article 7:134 of the Code on Companies and Associations from the publication of the notice convening the special general meeting and must be delivered to the Company no later than Wednesday, December 31, 2025 (Deceuninck NV – Attn. Legal Department - Bruggesteenweg 360 – 8830 Hooglede-Gits or by e-mail: generalmeeting@deceuninck.com). Only the written questions submitted by shareholders who have complied with

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TRANSLATION FOR INFORMATION PURPOSES ONLY

the formalities to be fulfilled in order to be admitted to the meeting, and who have thus proven that they have the capacity of shareholders on the Record Date and have notified the Company of their participation in the special general meeting within the prescribed period, will be answered at the meeting.

Availability of documents

In accordance with Article 7:129 of the Code on Companies and Associations, all documents relating to this general meeting and which must be made available in accordance with the law can be consulted from today on the Deceuninck website (www.deceuninck.com).

Shareholders and holders of subscription rights can also obtain a copy of these documents free of charge from today during office hours at the registered office (Bruggesteenweg 360, 8830 Hooglede-Gits).

Any deadline specified in this notice shall mean the deadline by which the relevant notice must be received by the Company.

DATA PROTECTION

The Company is responsible for the processing of personal data that it receives from, or collects about, shareholders, the holders of subscription rights issued by the Company, and proxies in the context of the general meeting. The processing of such data will be carried out for the purpose of organising and conducting the general meetings. The data include, among other things, identification data, the number and type of shares, subscription rights issued by the Company, proxies and voting instructions. This information may also be transferred to third parties for the purpose of providing certain services to the Company in connection with the foregoing. The processing of such data will be carried out, mutatis mutandis, in accordance with Deceuninck's privacy policy, available at http://www.deceuninck.com/en/terms-of-use.aspx. For further information or complaints regarding the processing of personal data by or on behalf of the Company, the Company can be contacted by email at michiel.azou@deceuninck.com.

The Board of Directors