Fagron N.V.

Proxy Solicitation & Information Statement • Apr 11, 2025

FAGRON

Listed Company Venecoweg 20a, 9810 Nazareth, Belgium VAT BE 0890.535.026 RLE Ghent (division Ghent)

PROXY

The shareholders who wish to cast their votes at the annual general meeting of the Company with the agenda below, are requested to make use of this proxy form. No other proxies will be accepted.

This proxy must be submitted to the Company's statutory office at Venecoweg 20a, 9810 Nazareth, Belgium, for the attention of the Board of Directors, latest by 6 May 2025 at midnight CET by mail, by e-mail to an.goris@fagron.com or via registration of the votes on www.abnamro.com/evoting.

Please note that you are also expected to comply with the registration formalities as set out in the convocation.

______________________________________________________________________________________________ ______________________________________________________________________________________________ ______________________________________________________________________________________________

The undersigned, [*please fill in your name and address below]:

______________________________________________________

______________________________________________________

Hereafter referred to as 'the proxy principal'.

Owner of [*please fill in number of shares hereafter] ________________ of registered / dematerialized shares [please strike through what is not applicable] in Fagron NV.

Herewith grants a special proxy, with the possibility of representation to [please fill in name and address of the proxy holder below – you may grant a proxy to An Goris, Company Secretary, Venecoweg 20a, 9810 Nazareth or a representative of your choice if you are unable to attend]:

______________________________________________________________________________________________ ______________________________________________________________________________________________ ______________________________________________________________________________________________

Hereafter referred to as 'the proxy holder'.

To whom the principal issues full power to represent him/her at the annual general meeting of shareholders of Fagron NV scheduled to be held at the statutory seat of the Company and via audio/video conference on Monday 12 May 2025 at 3 p.m. CET with the following agenda.

Agenda of the annual general meeting

• 1. Reading, discussion, and explanation of the board of directors' annual report and the statutory auditor's report on the 2024 financial statements of the Company.
• 1. Discussion and approval of the financial statements of the financial year closed on 31 December 2024.

Proposed resolution: Approval of the financial statements of the financial year closed on 31 December 2024.

◘ For ◘ Against ◘ Abstain

1. Allocation of the result of the financial year closed on 31 December 2024.

Proposed resolution: Approval of the allocation of the result, including payment of a dividend of 0.35 euro per share, as included in the Company's 2024 financial statements.

◘ For ◘ Against ◘ Abstain

1. Discussion and approval of the remuneration report as included in the board of directors' annual report.

Proposed resolution: Approval of the remuneration report as included in the board of directors' annual report.

◘ For ◘ Against ◘ Abstain

1. Discussion and approval of the remuneration policy.

Proposed resolution: Upon proposal of the board of directors and recommendation by the nomination and remuneration committee, approval of the remuneration policy available on the Company's website.

◘ For ◘ Against ◘ Abstain

• 1. Announcement of the consolidated financial statements and the consolidated reports.
• 1. Granting discharge to the members of the board of directors and their permanent representatives.

Proposed resolution: Granting discharge by separate vote (for each individual board member) to the Company's board members and their permanent representatives in charge during the financial year 2024 for their mandate fulfilled during the financial year.

◘ For ◘ Against ◘ Abstain

1. Granting discharge to the statutory auditor and her permanent representative.

Proposed resolution: Granting discharge by separate vote to the Company's statutory auditor in charge during the financial year 2024 and her permanent representative for her mandate fulfilled during the financial year.

◘ For ◘ Against ◘ Abstain

• 1. Explanation and discussion of the Company's Corporate Governance.
• 1. Approval of the remuneration of the statutory auditor over the financial year 2024.

Proposed resolution: Approval of the remuneration of the statutory auditor for auditing the Company over the financial year 2024, as included in the annual report.

◘ For ◘ Against ◘ Abstain

1. Appointment of the auditor for the performance of the limited assurance of the consolidated sustainability information for the financial year 2024 and determination of the remuneration.

Proposed resolution: Decision to appoint the company's auditor, Deloitte Bedrijfsrevisoren BV, with registered office at Luchthaven Brussel Nationaal 1J, 1930 Zaventem, and registered in the K.B.O. under number 0429.053.863, duly represented by Ine Nuyts, to carry out the assurance engagement on the consolidated sustainability information of the Company in accordance with the Act of 2 December 2024 on the disclosure of sustainability information by certain companies and groups and the assurance of sustainability information and containing various provisions, for a term of only one financial year, pursuant to Article 42 of the relevant legislation, with retroactive effect for the financial year ending on 31 December 2024. The appointment of the auditor for the aforementioned assurance engagement will therefore also end immediately after this meeting. Decision to set the remuneration of Deloitte Bedrijfsrevisoren BV for the assurance engagement at EUR 96,000 (excluding expenses and VAT).

◘ For ◘ Against ◘ Abstain

1. Appointment of the Statutory Auditor for the financial years 2025 up to and including 2027 and determination of his remuneration.

Proposed resolution: The general meeting appoints PwC Bedrijfsrevisoren BV, with registered office at Culliganlaan 5, 1831 Diegem, and registered in the CBE under number 0429.501.944, as Statutory Auditor for a period of three years. In accordance with Article 3:60 §2 BCC, this company appoints Lien Winne BV, with Lien Winne, company auditor, as permanent representative, to carry out the mandate. The mandate will expire after the general meeting of shareholders that approves the consolidated annual accounts as at 31 December 2027. The remuneration for this appointment is set at EUR 528,509 per year (plus VAT, expenses, IBR contribution and lump sum allowance for technology and compliance costs), subject to annual adjustments according to the evolution of the consumer price index or as agreed between the parties.

◘ For ◘ Against ◘ Abstain

1. Appointment of the auditor for the performance of the limited assurance of the consolidated sustainability information for the financial years 2025 through 2027 and determination of the remuneration.

Proposed resolution: Decision to appoint the company's auditor, PricewaterhouseCoopers Bedrijfsrevisoren BV, with registered office at Culliganlaan 5, 1831 Diegem, and registered in the CBE under number 0429.501.944, to carry out the assurance engagement on the consolidated sustainability information of the Company in accordance with the Act of 2 December 2024 on the disclosure of sustainability information by certain companies and groups and the assurance of sustainability information and containing various provisions, for a term of three years. In accordance with Article 3:60 §2 BCC, this company appoints Lien Winne BV, with Lien

Winne, company auditor, as permanent representative, to carry out the mandate. The mandate will expire after the general meeting of shareholders that approves the sustainability information as at 31 December 2027. Decision to set the remuneration for the assurance of the consolidated sustainability information at EUR 72,450 Euro (plus VAT, expenses, IBR contribution and lump sum expense allowance for technology and compliance costs) subject to annual adjustments according to the evolution of the consumer price index or as agreed between the parties.

◘ For ◘ Against ◘ Abstain

1. Application of Article 7:151 BCC – EUR 575,000,000 Multicurrency Term and Revolving Facilities Agreement dated 19 February 2025 between, among others, the Company and ING Bank N.V. as agent (the "Multicurrency Term and Revolving Facilities Agreement").

Proposed resolution: Approval of the provisions of the Multicurrency Term and Revolving Facilities Agreement, and in particular those provisions granting rights to third parties (in this case, the lenders, in the event of a change of control over the Company) that may affect the assets of the Company or result in a liability or obligation for the Company, the exercise of which depends on a public takeover bid for the Company's shares or a change in the control exercised over it (including but not limited to Article 10.2 (Change of Control) of the Multicurrency Term and Revolving Facilities Agreement), in accordance with Article 7:151 BCC.

◘ For ◘ Against ◘ Abstain

1. Acknowledgment of resignation and appointment of an independent non-executive director.

Proposed resolution: The general meeting appoints, for a term of 4 years, Ann Desender BV, permanently represented by Ann Desender, as independent non-executive director. The mandate of Ann Desender BV will end immediately after the annual general meeting of the year 2029 and will be remunerated in accordance with the principles established for non-executive directors.

◘ For ◘ Against ◘ Abstain

1. Power of attorney.

Proposed resolution: Grant power of attorney (with possibility of substitution) to Mw. An Goris, choosing as residence Venecoweg 20a, 9810 Nazareth, Belgium, authorized to act independently and to represent the Company regarding fulfilment of the filing and disclosure obligations pursuant to the BCC. This power of attorney entails that the authorized person may take all necessary and useful actions and sign all documents relating to these filing and disclosure obligations, including but not limited to filing the aforementioned decision making with the competent registry of the commercial court, with a view to publication thereof in the Annexes to the Belgian Bulletin of Acts, Orders and Decrees.

• ◘ For ◘ Against ◘ Abstain
• 1. Miscellaneous.

If you do not include any instructions, you are deemed to vote in favor of the proposed resolutions. During the

audio/video conference there will be no possibility to vote.

The original Dutch version of this document is available. In the event of differences between the English translation and the Dutch original, the latter prevails.

Prepared in [*place] on [*date]

('Valid proxy' plus signature)