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Fagron N.V. Proxy Solicitation & Information Statement 2026

Apr 10, 2026

3949_rns_2026-04-10_d69df6bd-21be-40d9-8436-569bcc1e7ea2.pdf

Proxy Solicitation & Information Statement

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Fagron personalizing medicine

This is a free English translation for information purposes only. The Dutch version is the official version.

FAGRON

Listed public limited liability company

Venecoweg 20a

9810 Nazareth-De Pinte (Belgium)

VAT BE 0890.535.026

RLE Ghent (Ghent division)

CONVENING NOTICE OF THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

The board of directors of Fagron NV (the Company) hereby invites all shareholders and holders of subscription rights of the Company to attend the ordinary general meeting of the Company (the ordinary general meeting), to be held on Monday, 11 May 2026 at 15:00 (CEST), and, immediately thereafter, the extraordinary general meeting of the Company (the extraordinary general meeting).

The ordinary and extraordinary general meeting will take place at the registered office of the Company (Venecoweg 20a, 9810 Nazareth-De Pinte, Belgium), with the extraordinary general meeting being held before notary Stijn Raes, to deliberate on the agenda and the proposed resolutions set out below.

AGENDA OF THE ORDINARY GENERAL MEETING

  1. Acknowledgement and discussion of the annual report of the board of directors and the report of the statutory auditor on the annual accounts and the consolidated financial statements for the financial year ended 31 December 2025.

Explanatory note to agenda item: The board of directors proposes that the ordinary general meeting take note of the board of directors' annual report and of the statutory auditor's report on the statutory annual accounts and on the consolidated financial statements for the financial year ended 31 December 2025. These reports are available on the Company's website.

  1. Acknowledgement and approval of the annual accounts for the financial year ended on 31 December 2025, and the allocation of the annual result as proposed by the board of directors, including a dividend distribution.

Proposed resolution: Approval of the annual accounts of the Company for the financial year ended 31 December 2025, and the allocation of the annual result as proposed by the board of directors, including a (gross) dividend distribution of EUR 0.40 per share, payable on or around 20 May 2026, and granting the board of directors all further powers for purposes of the dividend distribution.

Explanatory note to agenda item: The statutory annual accounts of the Company for the financial year ended on 31 December 2025 are available on the Company's website.

  1. Acknowledgement and approval of the remuneration report, as included in the annual report of the board of directors, for the financial year ended 31 December 2025.

Proposed resolution: Approval of the remuneration report, as included in the annual report of the board of directors, for the financial year ended 31 December 2025.


Fagron personalizing medicine

This is a free English translation for information purposes only. The Dutch version is the official version.

Explanatory note to agenda item: The remuneration report is included in the annual report of the board of directors referred to under agenda item 1, which is available on the Company's website.

  1. Acknowledgement and discussion of the consolidated financial statements for the financial year ended 31 December 2025.

Explanatory note to agenda item: The board of directors proposes that the ordinary general meeting take note of the consolidated financial statements for the financial year ended 31 December 2025. These financial statements are included in the annual report of the board of directors referred to under agenda item 1, which is available on the Company's website.

  1. Discharge in favour of the directors for the performance of their mandate during the financial year ended 31 December 2025.

Proposed resolution: Granting of discharge, by a separate vote, to each director of the Company, including the permanent representatives of each director that is a legal person, as well as to the former directors whose mandate ended during the financial year ended 31 December 2025, for the performance of their mandate during the financial year ended 31 December 2025.

Explanatory note to agenda item: The board of directors proposes that the ordinary general meeting, after having reviewed and/or approved the annual accounts and the reports of the board of directors and of the statutory auditor for the financial year ended 31 December 2025, grant discharge to the directors of the Company for the performance of their mandate during that financial year, in accordance with Article 7:127 of the Belgian Code of Companies and Associations.

  1. Discharge in favour of the statutory auditor for the performance of its mandate during the financial year ended 31 December 2025.

Proposed resolution: Granting of discharge to the statutory auditor of the Company, including its permanent representative, for the performance of its mandate during the financial year ended 31 December 2025.

Explanatory note to agenda item: The board of directors proposes that the ordinary general meeting, after having reviewed and/or approved the annual accounts and the reports of the board of directors and of the statutory auditor for the financial year ended 31 December 2025, grant discharge to the statutory auditor of the Company for the performance of its mandate during that financial year, in accordance with Article 7:127 of the Belgian Code of Companies and Associations.

  1. Acknowledgement and approval of the revised remuneration policy.

Proposed resolution: Approval of the revised remuneration policy, which will enter into force as of 1 January 2026.

Explanatory note to agenda item: Upon the recommendation of the nomination and remuneration committee and based on a benchmark analysis of the remuneration of directors of comparable listed companies, the board of directors proposes to amend the remuneration composition for non-executive directors as members of the board of directors, such that it will henceforth consist, on the one hand, of a fixed component and, on the other hand, of attendance fees for physical meetings of the board of


Fagron personalizing medicine

This is a free English translation for information purposes only. The Dutch version is the official version.

directors attended. In addition, limited editorial changes have been made to the current version of the remuneration policy to improve readability. The changes made in the revised remuneration policy compared to the current version are reflected in the document available on the Company's website.

  1. Determination and approval of the annual remuneration for non-executive directors as members of the board of directors.

Proposed resolution: Subject to approval of the revised remuneration policy under agenda item 7, determination and approval that non-executive directors, in their capacity as members of the board of directors of the Company (with the exception of the Chair of the board of directors), shall be remunerated as follows, with effect from 1 January 2026:

  • A fixed annual base remuneration of EUR 30,000, payable on a quarterly basis, and
  • An attendance fee of EUR 3,000 per physical meeting of the board of directors attended, based on an average of five meetings per year, payable on a quarterly basis.

Explanatory note to agenda item: In accordance with the revised remuneration policy, subject to approval under agenda item 7, and following the recommendation of the nomination and remuneration committee, the board of directors proposes to reduce the fixed annual remuneration for non-executive directors (with the exception of the Chair of the board of directors, who receives different remuneration in view of the time commitment associated with his position) from EUR 40,000 to EUR 30,000; and to grant additional attendance fees of EUR 3,000 per physical meeting of the board of directors attended by the relevant non-executive directors. No attendance fees are granted for meetings held by videoconference that serve solely as update meetings. According to the current corporate calendar, five meetings are scheduled in advance, though the number may change. The remuneration of non-executive directors serving as chair or members of the board's permanent advisory committees, along with the fixed remuneration for the Chair of the board, as approved by the ordinary general meeting on 13 May 2024, remains unchanged.

  1. Acknowledgement of the voluntary resignation of an independent director and confirmation of the appointment by co-optation of a new independent director.

Proposed resolution: Confirmation of the appointment by co-optation of Ira Bindra as non-executive independent director, with effect from 1 October 2025, upon the recommendation of the nomination and remuneration committee, following the voluntary resignation of Els Vandecandelaere LLC, permanently represented by Els Vandecandelaere, as non-executive independent director as of 1 October 2025. The appointment shall apply for the remaining term of the mandate of Els Vandecandelaere LLC, permanently represented by Els Vandecandelaere, which will expire immediately after today's ordinary general meeting. The mandate of Ira Bindra as non-executive independent director shall be remunerated in accordance with the applicable remuneration policy for non-executive directors of the Company.

Explanatory note to agenda item: Upon the recommendation of the nomination and remuneration committee, the board of directors proposes to confirm the appointment by co-optation of Ira Bindra as new non-executive independent director. She succeeds Els Vandecandelaere LLC, permanently represented by Els Vandecandelaere, who voluntarily resigned as non-executive independent director with effect from 1 October 2025. Ira Bindra meets the independence criteria pursuant to Article 7:87, §1


Fagron personalizing medicine

This is a free English translation for information purposes only. The Dutch version is the official version.

of the Belgian Code of Companies and Associations and provision 3.5 of the 2020 Belgian Corporate Governance Code.

The professional biography of Ira Bindra is included in the Corporate Governance Statement, forming part of the board of directors' annual report for the financial year ended 31 December 2025, and is also available on the Company's website.

Since December 2024, Ira Bindra has served as Group President for People, Leadership and Talent Management at Reliance Industries Limited, where she is also a member of the Executive Committee. Prior to joining Reliance, she served as Vice President & Head of Human Resources for Global Regions at Medtronic, where she played a pivotal role in integrating operations across Americas, EMEA, and APAC regions, overseeing a team spanning over 120 countries. With a proven track record of driving strategic HR initiatives and creating award-winning workplace environments, Ira is set to bring her bold and collaborative approach to further elevate Reliance's growth and transformation efforts. Ira Bindra holds a Master of Business Administration from Maastricht School of Management.

As non-executive independent director, Ira Bindra receives remuneration in accordance with the applicable remuneration policy for non-executive directors of the Company.

  1. Acknowledgement of the voluntary resignation of a non-executive director and confirmation of the appointment by co-optation of a new non-executive director.

Proposed resolution: Confirmation of the appointment by co-optation of Philipp Klecka as non-executive director, with effect from 1 December 2025, upon the recommendation of the nomination and remuneration committee, following the voluntary resignation of Klaus Röhrig, as non-executive director as of 30 November 2025. The appointment shall apply for the remaining term of the mandate of Klaus Röhrig, which will expire immediately after the ordinary general meeting in 2027 for the financial year ending on 31 December 2026. The mandate of Philipp Klecka as non-executive director shall be remunerated in accordance with the applicable remuneration policy for non-executive directors of the Company.

Explanatory note to agenda item: Upon the recommendation of the nomination and remuneration committee, the board of directors proposes to confirm the appointment by co-optation of Philipp Klecka as new non-executive director. He succeeds Klaus Röhrig, who voluntarily resigned as non-executive director with effect from 30 November 2025.

The professional biography of Philipp Klecka is included in the Corporate Governance Statement, forming part of the board of directors' annual report for the financial year ended 31 December 2025, and is also available on the Company's website.

Philipp Klecka is an Investment Manager at Active Ownership Group (AOC), which (indirectly) holds a shareholding in Fagron. He began his career at Goldman Sachs in London, where he spent six years as Merchant Banking Investment Professional, focusing on private equity and private credit transactions in the European large-cap segment. In 2021, he joined AOC, where he is responsible for identifying value opportunities, developing investment cases, and actively engaging with portfolio companies to drive operational improvements and long-term value creation. Philipp Klecka holds a Bachelor of Economics and Business Administration from Vienna University of Economics and Business, and a Master of Science in Accounting and Finance from The London School of Economics and Political Science.


Fagron personalizing medicine

This is a free English translation for information purposes only. The Dutch version is the official version.

As non-executive director, Philipp Klecka receives remuneration in accordance with the applicable remuneration policy for non-executive directors of the Company.

11. Renewal of the mandate of (independent) directors.

11.1 Proposed resolution:

On the proposal of the board of directors, and in accordance with the advice of the nomination and remuneration committee, renewal of the mandate of Neeraj Sharma as non-executive independent director, for a period of four years, effective as of today and ending immediately after the ordinary general meeting in 2030 for the financial year ending on 31 December 2029. In this context, it is confirmed that Neeraj Sharma meets the independence criteria set forth in Article 7:87 of the Belgian Code of Companies and Associations and provision 3.5 of the 2020 Belgian Corporate Governance Code, and the board of directors has no indication of any element that might call such independence into question. The mandate of Neeraj Sharma, as a non-executive independent director, is remunerated in accordance with the applicable remuneration policy for non-executive directors of the Company.

11.2 Proposed resolution:

On the proposal of the board of directors, and in accordance with the advice of the nomination and remuneration committee, renewal of the mandate of Ira Bindra as non-executive independent director, for a period of four years, effective as of today and ending immediately after the ordinary general meeting in 2030 for the financial year ending on 31 December 2029. In this context, it is confirmed that Ira Bindra meets the independence criteria set forth in Article 7:87 of the Belgian Code of Companies and Associations and provision 3.5 of the 2020 Belgian Corporate Governance Code, and the board of directors has no indication of any element that might call such independence into question. The mandate of Ira Bindra, as a non-executive independent director, is remunerated in accordance with the applicable remuneration policy for non-executive directors of the Company.

11.3 Proposed resolution:

On the proposal of the board of directors, and in accordance with the advice of the nomination and remuneration committee, renewal of the mandate of Rafael Padilla, Chief Executive Officer of the Company, as executive director, for a period of four years, effective as of today and ending immediately after the ordinary general meeting in 2030 for the financial year ending on 31 December 2029. Rafael Padilla does not receive any separate remuneration for his membership of the board of directors in accordance with the applicable remuneration policy for executive directors of the Company.

11.4 Proposed resolution:

On the proposal of the board of directors, and in accordance with the advice of the nomination and remuneration committee, renewal of the mandate of Cornelia (Karin) de Jong, Chief Financial Officer of the Company, as executive director, for a period of four years, effective as of today and ending immediately after the ordinary general meeting in 2030 for the financial year ending on 31 December 2029. Karin de Jong does not receive any separate remuneration for her membership of the board of directors in accordance with the applicable remuneration policy for executive directors of the Company.

Explanatory note to agenda item: Upon the recommendation of the nomination and remuneration committee, the board of directors proposes to renew the mandates of the directors which expire after today's ordinary general meeting, for a new term of four years. The board of directors considers their


Fagron personalizing medicine

This is a free English translation for information purposes only. The Dutch version is the official version.

re-appointment to be appropriate, as it contributes to the continuity and efficient functioning of the board of directors. The professional biographies of these directors, as referred to in the proposed resolutions 11.1 to 11.4, are included in the Corporate Governance Statement, forming part of the board of directors' annual report for the financial year ended 31 December 2025. These biographies are also available on the Company's website.

  1. Approval of change of control provisions in accordance with Article 7:151 of the Belgian Code of Companies and Associations.

12.1 Proposed resolution: Approval and, to the extent necessary, ratification, in accordance with Article 7:151 of the Belgian Code of Companies and Associations, of clause 11.3 of the Master Shelf Facility Subscription agreement relating to the issuance of shelf notes under the multi-currency private shelf facility with a maximum amount of USD 225,000,000, dated 21 November 2025, entered into between, among others, the Company and PGIM Private Capital (Ireland) Limited, with initial issuance of senior unsecured notes for an aggregate principal amount of USD 125,000,000 to the initial noteholders, being Lotus Reinsurance Company LTD., Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Prudential Arizona Reinsurance Captive Company and The Prudential Insurance Company of America, as well as, in general, of any other provisions of this agreement granting rights to third parties that may affect the assets of the Company, or cause a debt or undertaking for the Company, whenever the exercise of such rights is dependent upon a public takeover bid on the shares of the Company, or a change of control of the Company.

12.2 Proposed resolution: Approval and, to the extent necessary, ratification, in accordance with Article 7:151 of the Belgian Code of Companies and Associations, of clause 5.1, VII of the agreement relating to the first issue of 200,000 book-entry commercial papers, with a unit par value of BRL 1,000.00, issued in a single series, for private placement, dated 2 January 2026, entered into between SM Empreendimentos Farmacêuticos Ltda. as Issuer, Banco HSBC S.A. as Registered Agent and the Company as Guarantor, as well as, in general, of any other provision of this agreement granting rights to third parties that may affect the assets of the Company, or cause a debt or undertaking for the Company, whenever the exercise of such rights is dependent upon a public takeover bid on the shares of the Company, or a change of control of the Company.

Explanatory note to agenda item: Article 7:151 of the Belgian Code of Companies and Associations provides that if agreements include provisions granting rights in favour of third parties, which may affect the Company's assets in the event of a change of control over the Company, such provisions must be approved by the shareholders.

  1. Power of attorney relating to filing and publication formalities.

Proposed resolution: Approval to grant a special power of attorney to Fran Ooms, company secretary of the Company, with elected domicile at Venecoweg 20a, 9810 Nazareth-De Pinte, with the right of substitution, authorised to act individually and to represent the Company regarding the fulfilment of the filing and publication formalities provided for in the Belgian Code of Companies and Associations. This power of attorney entails that the authorized person may perform all necessary and useful actions and sign all documents relating to such filing and publication formalities, including, but not limited to, the filing of the aforementioned resolutions with the competent registry of the commercial court, with a view


Fagron personalizing medicine

This is a free English translation for information purposes only. The Dutch version is the official version.

to publication thereof in the Crossroads Bank for Enterprises and the Annexes to the Belgian Official Gazette.

AGENDA OF THE EXTRAORDINARY GENERAL MEETING

  1. Acknowledgement of the board of directors' report drawn up in application of Article 7:199 of the Belgian Code of Companies and Associations regarding the renewal of the authorisation to the board of directors to increase the capital within the framework of the authorised capital as mentioned under agenda item 2.

Explanatory note to agenda item: Pursuant to the proposed authorisation, the board of directors must, in accordance with Article 7:199 of the Belgian Code of Companies and Associations, draw up a report setting out the special circumstances under which the board of directors may use its powers relating to the authorised capital, as well as the intended aims thereof. The report is available on the Company's website.

  1. Renewal of the authorisation granted to the board of directors to increase the Company's capital within the framework of the authorised capital.

Proposed resolution: Renewal of the authorisation granted to the board of directors to increase the Company's capital within the framework of the authorised capital, as set out in Article 5bis of the articles of association, for a period of five years as from the publication of this amendment to the articles of association in the Annexes to the Belgian Official Gazette, and, as a result, replacement in Article 5bis of the articles of association of the date "9 May 2022" by the date "11 May 2026". The remaining text of Article 5bis of the articles of association remains unchanged.

Explanatory note to agenda item: The board of directors proposes that the extraordinary general meeting renew the authorisation relating to the authorised capital, as set out in Article 5bis of the articles of association. Article 5bis of the articles of association contains the full text of the existing authorisation and refers to the date "9 May 2022", being the date of the extraordinary general meeting that approved such authorisation. In the context of the proposed renewal, it is proposed to replace this date with the date of today's extraordinary general meeting. If the renewal of the authorisation is approved, the existing authorisation (as granted by the extraordinary general meeting of 9 May 2022) will lapse and be replaced by the renewed authorisation. If the present proposal for renewal is not approved, the existing authorisation as set out in Article 5bis of the articles of association of the Company shall remain in force.

  1. Amendment of Article 18, last paragraph of the articles of association.

Proposed resolution: Approval to replace the last paragraph of Article 18 of the articles of association relating to the written decision-making by the board of directors with the following text: "Resolutions of the board of directors may be adopted by unanimous written resolution of all directors."

Explanatory note to agenda item: The board of directors proposes that the extraordinary general meeting amend the procedure for unanimous written decision-making by the board of directors, as set out in the last paragraph of Article 18 of the articles of association, in accordance with Article 7:95 of the Belgian Code of Companies and Associations.


Fagron personalizing medicine

This is a free English translation for information purposes only. The Dutch version is the official version.

  1. Power of attorney to prepare a coordinated text of the articles of association of the Company.

Proposed resolution: Approval to grant a power of attorney, with full powers, to the acting notary and/or any employee of the acting notary, as well as to any notary and/or any employee of "RVH-Notarissen", to prepare, execute and file a coordinated version of the articles of association of the Company in the designated electronic database, in accordance with the relevant statutory provisions.


Fagron personalizing medicine

This is a free English translation for information purposes only. The Dutch version is the official version.

INFORMATION ON PARTICIPATION IN THE ORDINARY AND EXTRAORDINARY GENERAL MEETING

To attend the ordinary general meeting and the extraordinary general meeting in person or by proxy, shareholders and holders of subscription rights of the Company are kindly requested to comply with the provisions below, in accordance with Article 31 of the articles of association:

ADMISSION REQUIREMENTS

Pursuant to Article 7:134, §2 of the Belgian Code of Companies and Associations, shareholders are admitted to the ordinary and extraordinary general meeting and may exercise their voting rights therein provided that the following two conditions are met:

  1. Shareholding on the record date: Fagron must receive evidence that the number of shares with which a shareholder wishes to participate in the ordinary and extraordinary general meeting is registered in the name of the relevant shareholder on Monday 27 April 2026, at midnight (24:00 (CEST)) (the record date), and

  2. Notification of participation: Shareholders must notify Fagron no later than Tuesday 5 May 2026 that they wish to participate in the ordinary and extraordinary general meeting, either by electronic notification of participation via ABN AMRO Bank N.V. (ABN AMRO) (see a.), or by written notification of participation to the Company (see b.):

a. Electronic notification of participation via ABN AMRO:

Registered shares

Shareholders holding registered shares may register online until Tuesday 5 May 2026 via https://www.abnamro.com/evoting (and must select the option 'registrar' under 'intermediary').

Dematerialised shares

Shareholders holding dematerialised shares (i.e., shares held in a securities account) may register, either themselves or through their financial intermediary, online until Tuesday 5 May 2026 via https://www.abnamro.com/evoting. No later than Tuesday 5 May 2026, the recognised account holder or central securities depository must provide an electronic certificate via https://www.abnamro.com/intermediary, confirming how many dematerialised shares are registered in the name of the shareholder on the record date (i.e., on Monday 27 April 2026, at midnight (24:00 (CEST)), and for how many of these shares an instruction has been given to participate in the ordinary and extraordinary general meeting.

Shareholders who have registered electronically will receive an admission card from ABN AMRO, either directly or through their financial intermediary.

b. Written notification of participation to the Company:

Registered shares

Shareholders holding registered shares notify the Company no later than Tuesday 5 May 2026 by post (Fagron NV, attn. Legal, Venecoweg 20a, B-9810 Nazareth-De Pinte) or by e-mail


Fagron personalizing medicine

This is a free English translation for information purposes only. The Dutch version is the official version.

([email protected]) of the number of shares with which they wish to participate. The Company will verify the shareholding on the record date based on the shareholders' register.

Dematerialised shares

Shareholders holding dematerialised shares must evidence the number of shares by means of a certificate issued by the recognised account holder or central securities depository, confirming how many dematerialised shares are registered in the name of the shareholder on the record date, and for how many of these shares an instruction has been given to participate in the ordinary and extraordinary general meeting. The Company must receive such certificate no later than Tuesday 5 May 2026 by post (Fagron NV, attn. Legal, Venecoweg 20a, B-9810 Nazareth-De Pinte) or by e-mail ([email protected]).

Holders of subscription rights or certificates issued with the cooperation of the Company may attend the ordinary and extraordinary general meeting with an advisory vote, provided they comply with the same admission requirements as those applicable to shareholders.

PARTICIPATION AND VOTING BY PROXY

Shareholders who meet the above admission requirements may be represented at the ordinary and extraordinary general meeting, through an electronic proxy via ABN AMRO (see a.) or a written proxy submitted to the Company (see b.):

a. Electronic proxy

Shareholders may grant an electronic proxy via the ABN AMRO platform (https://www.abnamro.com/evoting). On this website, an electronic form must be completed to grant a proxy with voting instructions. This must be done no later than Tuesday 5 May 2026.

b. Written proxy

For a written proxy, shareholders must use the proxy form made available by the board of directors, which can be obtained at the registered office and on the Company's website. The Company must receive the completed and signed proxy no later than Tuesday 5 May 2026 by post (Fagron NV, attn. Legal, Venecoweg 20a, B-9810 Nazareth-De Pinte) or by e-mail ([email protected]).

Shareholders who so wish may be represented at the ordinary and extraordinary general meeting by the company secretary of the Company, provided that the proxy contains specific voting instructions for each agenda item.

RIGHT TO ASK QUESTIONS

Shareholders who meet the above admission requirements may ask questions, either in writing in advance or orally during the ordinary and extraordinary general meeting, relating, as the case may be, to the reports of the board of directors and the statutory auditor, as well as to other agenda items of the ordinary and extraordinary general meeting. Written questions will only be answered if the relevant shareholder has complied with the registration and admission requirements referred to above and if the Company has received the written questions no later than Tuesday 5 May 2026 by post (Fagron NV, attn. Legal, Venecoweg 20a, B-9810 Nazareth-De Pinte) or by e-mail ([email protected]). More detailed information is available on the Company's website.


Fagron personalizing medicine

This is a free English translation for information purposes only. The Dutch version is the official version.

ADDITIONAL AGENDA ITEMS AND/OR PROPOSED RESOLUTIONS

Shareholders who alone or together represent at least 3% of the Company's share capital may request the Company in writing to add one or more items to the agenda of the ordinary and extraordinary general meeting and/or to include proposed resolutions in respect of agenda items included or to be included. The Company must receive such requests, together with evidence of the required shareholding and, as applicable, the text of the proposed agenda items and the related proposed resolutions, no later than Monday 20 April 2026 at 9:00 a.m. (CEST) by post (Fagron NV, attn. Legal, Venecoweg 20a, B-9810 Nazareth-De Pinte) or by e-mail ([email protected]). Where applicable, the supplemented agenda will be published on Friday 24 April 2026. More detailed information is available on the Company's website.

QUORUM REQUIREMENTS FOR THE EXTRAORDINARY GENERAL MEETING

As the agenda of the extraordinary general meeting includes proposed resolutions that entail an amendment to the articles of association or require the attendance quorum applicable to an amendment to the articles of association, the extraordinary general meeting will only be able to validly deliberate and resolve on these matters if the attendees represent at least one half of the share capital. If this condition is not met, a second extraordinary general meeting will be convened on Thursday 28 May 2026 at 15:00 (CEST). This meeting will be able to validly deliberate and resolve regardless of the portion of the share capital represented by the shareholders present.

PRACTICAL INFORMATION – AVAILABLE INFORMATION AND DOCUMENTS

All documents and forms required by law in connection with the ordinary and extraordinary general meeting and which must be made available to shareholders, holders of subscription rights and holders of certificates issued with the cooperation of the Company will be available as from 10 April 2026 at the registered office of the Company (Venecoweg 20a, B-9810 Nazareth-De Pinte, Belgium), on business days and during normal office hours. These documents will also be available as from that date via the Company's website and the ABN AMRO portal (https://www.abnamro.com/evoting). Upon simple request, any shareholder may obtain a printed copy of these documents free of charge.

DATA PROTECTION

The Company is responsible for the processing of personal data of shareholders, holders of subscription rights, and certificates issued by the Company and proxyholders in the context of the ordinary and extraordinary general meeting, in accordance with the applicable data protection regulations. Such data will be used exclusively for attendance and voting procedures during the meetings and may be shared with third parties providing support in that context. Further information on how the Company processes personal data can be found in Fagron's privacy policy on the Company's website. In addition, requests for access or correction of provided data may be submitted via [email protected].

The Board of Directors