JENSEN-GROUP N.V. — Proxy Solicitation & Information Statement 2026

Apr 17, 2026

JENSEN

Form for Remote Voting *

• Only the Dutch language version is valid and legally binding; this document is an unofficial translation of the original Dutch language version.

I, the undersigned,

(first name, surname and address)

Owner of registered shares Owner of dematerialized shares

Of JENSEN-GROUP NV, a company having its principal office at Neerhonderd 33 in 9230 Wetteren, Belgium;

declares with this form to exercise the following number of voting rights at the annual ordinary General Meeting of Shareholders and the extraordinary General Meeting of Shareholders of JENSEN-GROUP NV as referred to below, as well as at any subsequent annual ordinary General Meeting of Shareholders and extraordinary General Meeting of Shareholders with the same agenda, in the event that the present meetings are adjourned because they could not be validly held due to failure to fulfil the attendance quorum, by the Board of Directors, or for any other reason;

voting rights

The Shareholder casts his votes (*) for the annual ordinary General Meeting of Shareholders and the extraordinary General Meeting of Shareholders of May 19, 2026 as follows:

Annual ordinary General Meeting of Shareholders

1. Opening of the General Meeting by the Chairman and possible remarks.
2. Regarding the consolidated financial statements of the Company for the financial year ended December 31, 2025: a. Presentation of and acknowledgment of the consolidated financial statements of the Company for the financial year ended December 31, 2025. b. Acknowledgment and discussion of the annual report of the Board of Directors and the statutory auditor's report.
3. Regarding the statutory financial statements of the Company for the financial year ended December 31, 2025:

JENSEN-GROUP NV www.Jensen-group.com KBO 0440.449.284 RPR Gent Neerhonderd 33 T +32 (0)9/333.83.30 KBC 733-0169825-08 / BIC: KREDBEBB BE-9230 Wetteren IBAN: BE63 7330 1698 2508 Public company with Limited Liability (NV-S.A.) - Company listed on Euronext EUI-3402441858v2

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a. Explanation of the Remuneration Report by the delegated representative(s) of the Nomination and Remuneration Committee. b. Approval of the Remuneration Report:

Proposed resolution: "The General Meeting resolves to approve the Remuneration Report of the Company, as prepared by the Nomination and Remuneration Committee and as included in the annual report by the Board of Directors."

IN FAVOR	REJECTION	ABSTENTION

c. Presentation of and acknowledgment of the statutory financial statements of the Company for the financial year ended December 31, 2025. d. Acknowledgment and discussion of the annual report of the Board of Directors and the statutory auditor's report.

4. Approval of the statutory financial statements of the Company for the financial year ended December 31, 2025:

Proposed resolution: "The General Meeting resolves to approve the statutory financial statements of the Company, as prepared by the Board of Directors, for the financial year ended December 31, 2025."

IN FAVOR	REJECTION	ABSTENTION

5. Acknowledgment and approval of the appropriation of results as proposed by the Board of Directors:

Proposed resolution:

"The General Meeting resolves to approve the appropriation of the results for the financial year ended December 31, 2025, as proposed by the Board of Directors. The profit for the financial year, after taxes, amounts to EUR 12,633,212.98. This profit is added to the retained earnings from the previous financial year, amounting to EUR 48,430,158.00, resulting in a total profit available for appropriation of EUR 61,063,370.98. The General Meeting resolves to appropriate the profit as follows: (i) distribution of profits in the amount of EUR 13,812,811.50; (ii) allocation of EUR 15,402,533.59 to the reserve for the acquisition of own shares; (iii) allocation of EUR 62,975.82 to the legal reserve; and (iv) carryforward of profits to the next financial year in the amount of EUR 31,785,050.07. The General Meeting therefore resolves to distribute profits in the form of a gross dividend of EUR 13,812,811.50, i.e. EUR 1.50 per share. No dividend is distributed on treasury shares. Unless the Board of Directors announces other dates or payment locations in the press, payment will be made as from May 28, 2026 at the offices of KBC Bank or at the registered office of KBC, Havenlaan 2, 1080 Brussels, upon presentation of:

• a registered share certificate issued by the Company (for registered shares); or
• a certificate of ownership issued by the settlement institution or account holder (for dematerialised shares)."

IN FAVOR	REJECTION	ABSTENTION

6. Discharge of the statutory auditor:

JENSEN-GROUP NV Neerhonderd 33 BE-9230 Wetteren www.Jensen-group.com T +32 (0)9/333.83.30 KBC 733-0169825-08 / BIC: KREDBEBB IBAN: BE63 7330 1698 2508 Public company with Limited Liability (NV-S.A.) - Company listed on Euronext

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JENSEN

Proposed resolution: "The General Meeting resolves to grant discharge of liability to the statutory auditor, being the audit firm on the one hand, as well as its permanent representative vis-à-vis JENSEN-GROUP NV on the other hand, for the performance of its mandate during the financial year ended December 31, 2025."

IN FAVOR		REJECTION		ABSTENTION

7. Discharge of the directors:

Proposed resolution: "The General Meeting resolves to grant discharge of liability to each of the directors, being the natural persons on the one hand and the legal entity directors as well as their permanent representatives vis-à-vis JENSEN-GROUP NV on the other hand, for the performance of their mandate during the financial year ended December 31, 2025; this discharge also covers, to the extent necessary, the performance of mandates in committees of the Board of Directors."

IN FAVOR		REJECTION		ABSTENTION

8. Reappointment of a director:

Proposed resolution: "The General Meeting reappoints Cross Culture Research LLC, with registered office at 490 East Abington Avenue, Philadelphia, Pennsylvania 19118, United States of America, with Ms. Anne Munch Jensen as its permanent representative, as a director with the qualification of non-executive and non-independent, for a period of four (4) years ending after the annual General Meeting of 2030."

IN FAVOR		REJECTION		ABSTENTION

9. Reappointment of the statutory auditor and remuneration:

Proposed resolution:

"Upon recommendation of the Audit Committee, the General Meeting appoints Deloitte BV, with registered office at Gateway building, Brussels National Airport 1 J, 1930 Zaventem, Belgium, as statutory auditor for a term of three (3) years. The company has appointed Ms. Charlotte Vanrobaeys, statutory auditor (réviseur d'entreprises/bedrijfsrevisor), as its representative, who is authorized to represent it and is entrusted with the performance of the mandate in the name and on behalf of Deloitte for a period of three (3) years. The mandate will expire after the General Meeting of Shareholders that approves the financial statements for the financial year ended December 31, 2028. The remuneration for this assignment amounts to EUR 932,754 per year (plus VAT, expenses and IBR contribution), subject to annual adjustments based on the evolution of consumer prices or as agreed between the parties)."

IN FAVOR		REJECTION		ABSTENTION

10. Explanation regarding the application of the Corporate Governance Code (Code "2020 version").

11. Power of attorney for publication of the resolutions of the General Meeting and other formalities:

Proposed resolution:

JENSEN-GROUP NV Neerhonderd 33 BE-9230 Wetteren www.Jensen-group.com T +32 (0)9/333.83.30 KBO 0440.449.284 RPR Gent KBC 733-0169825-08 / BIC: KREDBEBB IBAN: BE63 7330 1698 2508 Public company with Limited Liability (NV-S.A.) - Company listed on Euronext

EUI-3402441858v2

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JENSEN

"The General Meeting resolves to appoint as its special proxies Mr. Raphaël Devroye and Ms. Scarlet Janssens, each acting individually and with full power of substitution, granting them all powers to carry out all acts and formalities necessary to render the resolutions adopted by the General Meeting binding, valid and enforceable, including the filing and signing of publication forms for the Belgian Official Gazette, amendments to the Company's registration with the Register of Legal Entities and/or the Crossroads Bank for Enterprises, and, more generally, to perform all acts necessary to give full legal effect to the adopted resolutions, including the authority to supplement and specify them if required for this purpose."

IN FAVOR

REJECTION

ABSTENTION

12. Questions and Announcements (miscellaneous).

Extraordinary General Meeting of Shareholders

1. Renewal of the authorization of the Board of Directors regarding the authorized capital:

a. Special report of the Board of Directors on the authorized capital, prepared in accordance with Article 7:199 of the Belgian Companies and Associations Code.

b. Proposed resolution:

"Renewal of the authorization granted to the Board of Directors to increase the share capital, in one or more transactions, by an amount of EUR 38,280,396.00, including within the framework of a public takeover bid as provided for in Article 7:202 of the Belgian Companies and Associations Code and in accordance with the terms set out in Article 6.2 of the articles of association. This authorization is granted for a period of (i) five (5) years from the date of publication of this amendment to the articles of association in the Annexes to the Belgian Official Gazette and (ii) three (3) years from the date of this authorization resolution in the context of a public takeover bid."

IN FAVOR

REJECTION

ABSTENTION

c. Proposed resolution:

"Corresponding amendment of Articles 6.2.1 and 6.2.6, second paragraph, of the articles of association as follows:

• Article 6.2.1 of the articles of association shall be replaced by the following text: 'The Board of Directors is authorized, for a period of five (5) years as from the date of publication of the authorization resolution of the extraordinary general meeting of 19 May 2026 in the Annexes to the Belgian Official Gazette, to increase the subscribed capital, in one or more transactions, by an amount of thirty-eight million two hundred eighty thousand three hundred ninety-six euro (EUR 38,280,396.00), it being understood that convertible bonds or subscription rights validly issued by the Board of Directors within this five (5)-year period shall entitle their holders, until the end of the applicable exercise periods, to subscribe to a capital increase of the Company, irrespective of whether such exercise periods fall within this five (5)-year period. This authorization of the Board of Directors may be renewed.'

JENSEN-GROUP NV Neerhonderd 33 BE-9230 Wetteren www.Jensen-group.com T +32 (0)9/333.83.30 KB0 0440.449.284 RPR Gent KBC 733-0169825-08 / BIC: KREDBEBB IBAN: BE63 7330 1698 2508 Public company with Limited Liability (NV-S.A.) - Company listed on Euronext

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JENSEN

• Article 6.2.6, second paragraph, of the articles of association shall be replaced by the following text:

'This authorization is granted to the Board of Directors for a period of three (3) years as from the date of the authorization resolution of the extraordinary general meeting of 19 May 2026, it being understood that convertible bonds or subscription rights validly issued by the Board of Directors within this three (3)-year period shall entitle their holders, until the end of the applicable exercise periods, to subscribe to a capital increase of the Company, irrespective of whether such exercise periods fall within this three (3)-year period.'

IN FAVOR		REJECTION		ABSTENTION

1. Renewal of the authorizations of the Board of Directors regarding the acquisition of own shares:

a. Proposed resolution:

"Renewal of the authorization granted to the Board of Directors to acquire and dispose of own shares in order to prevent an imminent serious harm, for a period of three (3) years as from the date of publication of this authorization resolution in the Annexes to the Belgian Official Gazette."

IN FAVOR		REJECTION		ABSTENTION

b. Proposed resolution:

"Renewal of the authorization granted to the Board of Directors to acquire and dispose of own shares for a period of five (5) years as from the date of this authorization resolution."

IN FAVOR		REJECTION		ABSTENTION

c. Proposed resolution:

"Renewal of the authorization granted to the Board of Directors to acquire and dispose of own shares through direct subsidiaries as provided for in Article 7:218 of the Belgian Companies and Associations Code, for a period of three (3) years."

IN FAVOR		REJECTION		ABSTENTION

d. Proposed resolution:

"Renewal of the authorization granted to the Board of Directors to acquire and dispose of own shares in the context of share option plans or employee participation schemes."

IN FAVOR		REJECTION		ABSTENTION

e. Proposed resolution:

"Article 11 of the articles of association shall be entirely replaced by the following text:

JENSEN-GROUP NV

Neerhonderd 33

BE-9230 Wetteren

www.Jensen-group.com

T +32 (0)9/333.83.30

KBC 733-0169825-08 / BIC: KREDBEBB

IBAN: BE63 7330 1698 2508

Public company with Limited Liability (NV-S.A.) - Company listed on Euronext

EUI-3402441858v2

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JENSEN

'The general meeting may resolve to acquire, pledge or dispose of the shares of the Company in accordance with Articles 7:215 et seq. of the Belgian Companies and Associations Code.

The Board of Directors is expressly authorized, in accordance with Articles 7:215 and 7:218 of the Belgian Companies and Associations Code, without further decision of the general meeting, to acquire, pledge or dispose of own shares or profit certificates of the Company, inter alia by purchase, sale, exchange or on the stock exchange, if such acquisition, pledge or disposal is necessary to prevent an imminent serious harm to the Company. This authorization is granted for a period of three (3) years as from the date of publication of the authorization resolution of the extraordinary general meeting of 19 May 2026 in the Annexes to the Belgian Official Gazette.

The Board of Directors is authorized, in accordance with Articles 7:215 et seq. of the Belgian Companies and Associations Code and within the limits set therein, to acquire own shares of the Company, on or off the stock exchange, inter alia by purchase or exchange, up to a maximum of twenty percent (20%) of the subscribed capital and at a unit price not lower than the fractional value and not higher than twenty percent (20%) above the highest closing price of the last twenty (20) trading days preceding the transaction. This authorization is granted for a period of five (5) years as from the date of publication of the authorization resolution of the extraordinary general meeting of 19 May 2026 in the Annexes to the Belgian Official Gazette.

The Board of Directors is also authorized to take shares of the Company as a pledge in accordance with the provisions of this article.

The Board of Directors is authorized to cancel the acquired own shares at such times as it deems appropriate. The Board of Directors, or one or more directors duly authorized by the Board of Directors, is authorized, as a result of such cancellation, to amend the number of shares stated in the articles of association and to have the corresponding amendment to the articles of association recorded by notarial deed.

The Board of Directors may, without prior authorization of the general meeting and without time limitation, dispose of own shares of the Company held by it, on or off the stock exchange, inter alia by sale or exchange, in accordance with Article 7:218 of the Belgian Companies and Associations Code.

The extraordinary general meeting of 19 May 2026 has further authorized the Board of Directors, to the extent permitted by law, to acquire or dispose of own shares, on or off the stock exchange, by purchase, sale or exchange through direct subsidiaries in which the Company holds the majority of the voting rights, in accordance with the conditions set out respectively in the aforementioned authorizations regarding the acquisition and disposal of own shares.

JENSEN-GROUP NV Neerhonderd 33 BE-9230 Wetteren www.Jensen-group.com T +32 (0)9/333.83.30 KBC 0440.449.284 RPR Gent KBC 733-0169825-08 / BIC: KREDBEBB IBAN: BE63 7330 1698 2508 Public company with Limited Liability (NV-S.A.) - Company listed on Euronext EUI-3402441858v2

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JENSEN

The extraordinary general meeting of 19 May 2026 has also authorized the Board of Directors, without further decision of the general meeting, to acquire or dispose of own shares, profit certificates or certificates issued with the cooperation of the Company, in order to offer them to the personnel of the Company, whether or not for consideration. The Board of Directors may determine the terms and conditions of such offering, transfer or allocation. Within the framework of this authorization, the offering period or resale period may exceed twelve (12) months as from the acquisition of the securities, and the personnel to whom such securities are offered may include employees, self-employed collaborators or members of the Board of Directors of the Company.

The Board of Directors is also authorized to acquire, transfer or dispose of the securities offered to personnel through direct subsidiaries in which the Company holds the majority of the voting rights."

IN FAVOR		REJECTION		ABSTENTION

3. Introduction of the possibility to hold an electronic general meeting:

a. Proposed resolution:

"Introduction of the possibility to hold an electronic general meeting."

IN FAVOR		REJECTION		ABSTENTION

b. Proposed resolution:

"Electronic voting

The Board of Directors may offer holders of shares, (convertible) bonds, subscription rights or certificates issued with the cooperation of the Company the possibility to participate remotely in a general meeting by means of an electronic communication tool made available by the Company, subject to compliance with the applicable legal provisions.

The bureau of the general meeting shall verify compliance with the conditions for the use of the electronic communication tool and determine whether a securities holder participates validly in the general meeting through such tool.

The members of the bureau of the general meeting may not attend the general meeting by electronic means."

IN FAVOR		REJECTION		ABSTENTION

4. Specific amendments to the articles of association.

a. Proposed resolution:

"Amendment of Articles 18, paragraph 4, and 36, paragraph 4, of the articles of association by replacing the sentence 'Blank and invalid votes shall not be counted among the votes cast.' with 'Abstentions shall not be taken into account in the numerator nor in the denominator."

JENSEN-GROUP NV

Neerhonderd 33

BE-9230 Wetteren

www.Jensen-group.com

T +32 (0)9/333.83.30

KBC 733-0169825-08 / BIC: KREDBEBB

IBAN: BE63 7330 1698 2508

Public company with Limited Liability (NV-S.A.) - Company listed on Euronext

EUI-3402441858v2

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JENSEN

IN FAVOR

REJECTION

ABSTENTION

b. Proposed resolution:

"Amendment of Article 36 of the articles of association:

• to structure it more clearly by distinguishing between voting by correspondence on the one hand and the written general meeting on the other hand;
• to supplement it with the possibility to vote remotely prior to the general meeting via the Company's website;
• to supplement it with the possibility for the Board of Directors to provide the agenda and proposed resolutions via the Company's website in the context of a written general meeting."

IN FAVOR

REJECTION

ABSTENTION

c. Proposed resolution:

"Corresponding amendment of Article 36 of the articles of association by replacing, in its entirety, the text from the sentence beginning with 'The foregoing shall, however, not prejudice the right of each shareholder...' in the sixth paragraph to the end of the article with the following text:

Remote voting prior to the general meeting by correspondence or via the website

The foregoing shall, however, not prejudice the right of each shareholder to vote remotely prior to the general meeting by correspondence or via the Company's website, by means of a form made available by the Company containing at least the information required under Article 7:146, §2 of the Belgian Companies and Associations Code.

The Company must receive the voting form by correspondence no later than the sixth (6th) day prior to the general meeting. The remote voting form submitted to the Company for a given meeting shall remain valid for subsequent meetings with the same agenda.

Where the possibility is offered to vote remotely via the Company's website, the Company shall provide access by means of a login, whereby the shareholder, after registration with his/her name and password, shall complete all formalities of the electronic form no later than the sixth (6th) day prior to the general meeting.

Voting forms received prior to the publication of an amended agenda pursuant to Article 7:130 of the Belgian Companies and Associations Code shall remain valid for the agenda items to which they relate. By way of derogation from the foregoing, a vote cast remotely on an agenda item for which a new proposed resolution has been submitted pursuant to Article 7:130 of the Belgian Companies and Associations Code shall be disregarded.

Written general meeting

JENSEN-GROUP NV Neerhonderd 33 BE-9230 Wetteren www.Jensen-group.com T +32 (0)9/333.83.30 KB0 0440.449.284 RPR Gent KBC 733-0169825-08 / BIC: KREDBEBB IBAN: BE63 7330 1698 2508 Public company with Limited Liability (NV-S.A.) - Company listed on Euronext

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JENSEN

Except for resolutions that must be passed by notarial deed, the shareholders may unanimously adopt, in writing, all resolutions falling within the competence of the general meeting. To this end, the Board of Directors shall communicate the agenda and the proposed resolutions to all shareholders and any statutory auditors by letter, via the Company's website, by email or by any other information carrier, requesting the shareholders to approve the proposed resolutions and return them duly signed within the indicated period to the registered office of the Company or in any other manner specified in the communication. If approval from all shareholders with respect to all agenda items and the written procedure is not received within the aforementioned period, the resolutions shall be deemed not to have been adopted.

Holders of (convertible) bonds, subscription rights or certificates issued with the cooperation of the Company may, upon request, take note of such resolutions."

IN FAVOR		REJECTION		ABSTENTION

5. Power of attorney for formalities:

a. Proposed resolution:

"The General Meeting resolves to appoint as its special proxies Mr. Raphaël Devroye and Ms. Scarlet Janssens, each acting individually and with full power of substitution, granting them all powers to carry out all acts and formalities necessary to render the resolutions of the General Meeting and the amendments to the articles of association binding, valid and enforceable, including the filing and signing of publication forms for the Belgian Official Gazette, amendments to the Company's registrations with the Register of Legal Entities and/or the Crossroads Bank for Enterprises, and, where applicable, to complete all necessary formalities with any other public authorities."

IN FAVOR		REJECTION		ABSTENTION

The Company must receive the original form, together with a copy of the identity card of the Shareholder, no later than the sixth (6th) day prior to the General Meeting, i.e., by May 13, 2026. The Shareholder who cast his vote remotely shall no longer be able to select a different manner of participation in the General Meeting.

The Shareholder must attach a copy of his/her identity card to this form.

Place: _______________________________

Date: _______________________________

Signature (*): _______________________________

(*) handwritten or electronic signature allowed

JENSEN-GROUP NV

Neerhonderd 33

BE-9230 Wetteren

www.Jensen-group.com

T +32 (0)9/333.83.30

KBC 733-0169825-08 / BIC: KREDBEBB

IBAN: BE63 7330 1698 2508

Public company with Limited Liability (NV-S.A.) - Company listed on Euronext

EUI-3402441858v2