DEME Group NV — AGM Information 2026

May 20, 2026

DEME

ANNUAL GENERAL MEETING 2026

The Board of Directors invites the shareholders to the Annual General Meeting to be held on Wednesday May 20, 2026, at 2:00 pm at the DEME headquarters at Scheldedijk 30, 2070 Beveren-Kruibeke-Zwijndrecht. The shareholders are welcome as of 1:30 pm to facilitate the admission formalities to the meeting.

AGENDA

1. Statutory Annual Report of the Board of Directors for the financial year ended December 31, 2025
2. Consolidated Annual Report of the Board of Directors for the financial year ended December 31, 2025
3. Statutory Auditor's reports for the financial year ended December 31, 2025

4. Approval of the statutory and consolidated annual accounts – dividend payment
   Proposed decision Approval of the statutory and consolidated annual accounts for the financial year ended December 31, 2025, including the approval of a gross dividend of 4.5 euros per share.
   As treasury shares are not entitled to a dividend, the total amount of the dividend payment will depend on the number of treasury shares held by DEME Group NV and the persons acting in their own name but on its behalf. Determination of 25 May 2026 at 11:59 pm Belgian time (i.e. the business day before the ex-dated as relevant time for determining the dividend entitlement and thus the cancellation of dividend rights attached to the treasury shares. Authorization to the Board of Directors to insert the final amount of the total dividend payment (and other resulting changes in the profit allocation) in the statutory annual accounts.

5. Discharge of the directors
   Proposed decision Granting discharge to the directors for the fulfilment of their mandate during the financial year ended December 31, 2025.

6. Discharge of the Statutory Auditor
   Proposed decision Granting discharge to the Statutory Auditor for the fulfilment of its mandate during the financial year ended December 31, 2025.

7. Renewal of the mandate of directors'
8. Proposed decision At the recommendation of the Board of Directors (acting as Nomination Committee), approval of the renewal of the mandate of Mr Tom Barnds for three (3) years until the end of the annual general meeting in 2029 and this as non-executive director.

9. Proposed decision At the recommendation of the Board of Directors (acting as Nomination Committee), approval of the renewal of the mandate of Mr John Eris Bertrand for four (4) years until the end of the annual general meeting in 2030 and this as non-executive director.
   7.1 Proposed decision At the recommendation of the Board of Directors (acting as Nomination Committee), approval of the renewal of the mandate of Mr Fred Deporghe for four (4) years until the end of the annual general meeting in 2030 and this as non-executive director.
   7.2 Proposed decision At the recommendation of the Board of Directors (acting as Nomination Committee), approval of the renewal of the mandate of Mr Koen Janssen for three (3) years until the end of the annual general meeting in 2029 and this as non-executive director.
   7.3 Proposed decision At the recommendation of the Board of Directors (acting as Nomination Committee), approval of the renewal of the mandate of Mr Eves Janssen for three (3) years until the end of the annual general meeting in 2030 and this as non-executive director.

10. Remuneration of the Directors
    Proposed decision In line with the Remuneration policy 2026, approval of the annual base remuneration of each director of 60,000 euros and an attendance fee of 2,500 euros per meeting of the Board of Directors. An annual remuneration of 140,000 euros is granted to the chairman of the Board of Directors.

11. Remuneration report
    Proposed decision Approval of the remuneration report for financial year ended December 31, 2025. This vote is advisory. If necessary, the company will explain in its next remuneration report how the vote of the General Meeting was taken into account.

12. Remuneration policy 2026*
    Proposed decision Approval of the remuneration policy prepared by the Remuneration Committee applicable as of financial year 2026. Under article 7.8(b1) of the Companies and Associations Code, the company is required to establish a remuneration policy and submit this policy for approval to the general shareholders' meeting upon any material change and at least every four years.

PRACTICAL FORMALITIES

Which conditions do you need to satisfy to participate in and to vote at the General Meeting?
Only persons who are shareholders on May 6, 2026 (12:00 pm, Belgian time), may participate in voting at the General Meeting.

Do you own registered shares?

You must be registered in the company's share register on May 6, 2026 (12:00 pm, Belgian time), for minimum the number of shares with which you wish to participate in the General Meeting.

You must confirm your participation to the company no later than May 13, 2026 (11:59 pm, Belgian time), indicating the number of shares with which you wish to participate in the meeting. Such confirmation should be done by submitting a proxy, or by confirming to the company in writing (by e-mail or ordinary mail) that you wish to participate in the physical meeting.

Do you own dematerialized shares?

The shares with which you wish to participate in the General Meeting must be registered in your securities account on May 6, 2026 (12:00 pm, Belgian time). You must request your financial institution (bank, recognized account holder or settlement institution) to:

a) provide a certificate stating the number of shares you own on May 6, 2026 (12:00 pm, Belgian time), and with which you wish to participate in the General Meeting; and
b) submit this certificate to the company by May 13, 2026 (11:59 pm, Belgian time), at the latest via e-mail to: AV2320@deme-group.com.

HOW CAN YOU CONTACT THE COMPANY?

For the submission of forms and written requests, and for practical questions:

— by e-mail: AV2320@deme-group.com (preferred method);
— by ordinary mail: Scheldedijk 30, 2070 Beveren-Kruibeke-Zwijndrecht (for the attention of Carl Vanden Bussche);
— by phone: +32 (0)3 250 52 11.

DEME GROUP NV is responsible for processing the personal data it receives from shareholders, representatives and proxy holders within the framework of the General Meeting in accordance with applicable data protection legislation.

The Board of Directors thanks you in advance for your cooperation – April 16, 2026.

DEME Group NV
Scheldedijk 30,
2070 Beveren-Kruibeke-Zwijndrecht
BTW BE 0787.729.347
RPR Ghent, division Dendermonde

1. The City of the persons concerned are available on the website www.deme-group.com • Investors • Governance • AGM
2. The remuneration policy is available on the website www.deme-group.com • Investors • Governance • AGM