Melexis N.V.

AGM Information • May 14, 2025

• FOR TRANSLATION PURPOSES ONLY –

MELEXIS

Public limited liability company

Rozendaalstraat 12, 8900 Ieper (Belgium) Register Legal Persons Ghent, division of Ieper 0435.604.729 (the "company")

MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS held on Tuesday May 13th, 2025 at Melexis Technologies NV, Transportstraat 1, 3980 Tessenderlo-Ham, Belgium

The meeting is opened at 11h00 CET under the chairmanship of Ms. Françoise CHOMBAR, Chair of the Board of Directors.

Language

The Chair notes that, in accordance with the Law, Dutch is the official language of the meeting. She invites the persons who do not speak this language to express themselves in English.

Bureau

In accordance with Article 30 of the Articles of Association, is appointed as secretary of the meeting:

Ms. Cindy MISCORIA, who works in the Company as General Counsel

Is appointed as recorder of the votes:

Ms. Karen VAN GRIENSVEN, who is CFO of the Company

Ms. Valerie KERFS, who is Senior Corporate and Legal Operations Professional of the Company

The following directors complete the Bureau:

Mr. Roland DUCHÂTELET Ms. Maria Pia DE CARO Ms. Martine BAELMANS Mr. Marc BIRON

The members of the bureau are physically present.

The following persons are also physically present:

• Ms. Ling Qi, permanent representative of Vlinvlin BV, board member nominee
• Mr. Kazuhiro Takenaka, board member nominee
• Mr. Philip Ludwig, Investor Relations Director
• Ms. Nadine Vaes, Paralegal

Ms. Mieke Van Leeuwe, permanent representative of the statutory auditor

Ms. Griet Helsen, permanent representative of the statutory auditor, is participating in the meeting remotely and via electronic means.

Verifications by the Bureau – Attendance list

The Chair reports to the meeting about the verifications and conclusions made by the Bureau during and after the fulfillment of the registration formalities by the participants, in view of the composition of the meeting:

I. The convocation to this General Meeting has been published as follows:

• by means of an announcement published in:
  • ✔ the Belgian Official Journal on 11 April 2025;
  • ✔ De Standaard Online on 11 April 2025.
• by means of media that may reasonably be relied upon for the effective dissemination of information to the public throughout the European Economic Area and that is accessible fast and on a non-discriminatory basis, i.e. by a publication of the convocation, proxies and rights of the shareholders on the website of the company and through e-mail with all required documentation attached to all people subscribed to the Investor Relations distribution list;
• by means of publication of the convocation on the platform (STORI) of the competent Supervisor, which is FSMA;
• by means of notifications sent on 11 April 2025 by e-mail to the Directors and the Statutory Auditor of the Company.

II. The convocation mentioned sub I, as well as all other information mentioned in Article 7:129 of the Belgian Code on Companies and Associations, has been made available for the shareholders on the website of the Company www.melexis.com without interruption as of 11 April 2025 until today. This information will remain available on the website for a period of five (5) years as of today.

III. The Company hasn't received any notices from shareholders holding alone or together at least 3% of the share capital of the Company that wished to make use of their right to have items added to the agenda or to file resolution proposals in relation to items already on or to be added to the agenda in accordance with Article 7:130 of the Belgian Code on Companies and Associations. Consequently, the agenda as included in the convocation mentioned sub I remained unchanged.

IV. The Bureau has concluded and informs the Meeting:

• that all shareholders mentioned on the attendance list have timely complied with the provisions of Article 7:134 of the Belgian Code on Companies and Associations and the Articles of Association which have to be complied with in order to be admitted to the Meeting;
• that all proxies that have been presented comply with the provisions of Article 7:143 of the Belgian Code on Companies and Associations and have been timely received by the Company. None of the proxy holders appointed in the proxies has a capacity as mentioned in Article 7:143 of the Belgian Code on Companies and Associations that could cause a potential conflict of interest between an appointed proxy holder and the shareholder that he represents, except for Ms. Françoise CHOMBAR, Ms. Cindy MISCORIA and Ms. Karen VAN GRIENSVEN, who declare to have a position in the Company as director, legal counsel and executive with a management position, as mentioned before after their name, and who declare having received specific voting instructions for each and every item on the agenda;

● that the Company requested the shareholders to participate in the Meeting by means of an electronic communication tool made available by the Company and allows to vote at distance prior to the Meeting by letter by means of a form made available by the Company. As justified in the convocation, the Company does not offer the opportunity to shareholders to vote electronically at the meeting itself. However, the electronic communication tool does allow the shareholders to directly, simultaneously and uninterruptedly take note of the discussions taking place during the meeting, and to participate in deliberations and exercise the right to ask questions.

The accuracy of these facts has been examined by the Meeting and acknowledged as being correct. Therefore, all shareholders mentioned on the attendance list, including all proxy holders appointed in the submitted proxies, were admitted to the Meeting to participate in the deliberation and voting over the items on the agenda of the Meeting.

Subsequently the Meeting approves the attendance list as determined by the Bureau in its entirety as well as all attached private proxies that have been presented to the Bureau, and also approves the proxy holders appointed in these proxies. To the extent necessary each and every potential nullity in the proxies submitted to the Bureau, in form or for any other reason, is explicitly waived. This approval is provided with unanimity.

From the attendance list it appears that 41 shareholders are present or represented with a total of 25,645,380 shares.

V. The share capital of the Company amounts to five hundred sixty-four thousand eight hundred thirteen euro and eighty-six eurocents (EUR 564,813.86), represented by forty million four hundred thousand (40,400,000) shares without nominal value mentioned.

VI. All the shares of the Company are voting shares and each share is entitled to one (1) vote, with the exception of three hundred thirty-seven thousand two hundred (337,200) shares that were repurchased by the company itself, Melexis NV, and for which the voting rights are therefore suspended.

VII. No bonds, warrants or certificates have been issued.

VIII. The convening formalities as stated in the applicable legal provisions were correctly observed.

The Meeting unanimously confirms this explanation by the Chair and proceeds with the discussion of the agenda.

The Chair gives the floor to Ms. Mieke Van Leeuwe, auditor, who shortly explains the audit report.

Thereupon the Chair gives the floor to Mr. Marc Biron, managing director, who draws attention to the strategy of the company and a few key points of the annual report of the Board of Directors on the financial year 2024.

IX. In the period between the publication of the convening notice and May 7th, 2025, the company did not receive any written questions from shareholders. The Chair invites the attendees who wish to do so to ask questions in relation to the items on the agenda. Mr. Marc Biron answers the oral questions.

X. Present Meeting was convened to deliberate and to decide upon the following:

AGENDA AND RESOLUTION PROPOSALS AS MENTIONED IN THE CONVENING NOTICE REFERRED TO SUB I:

1. Acknowledgement and explanation of the annual report of the board of directors regarding the statutory annual accounts for the financial year ended on December 31st, 2024, with explanation of the remuneration report that is included in the corporate governance statement.

Explanatory statement: Pursuant to Articles 3:5 and 3:6 of the Belgian Code on Companies and Associations (the "BCCA"), the directors have drafted an annual report in which they account for their management. This agenda item does not require a resolution of the shareholders.

1. Acknowledgement and explanation of the statutory auditor's report regarding the statutory annual accounts for the financial year ended on December 31st, 2024.

Explanatory statement: Pursuant to Articles 3:74 and 3:75 of the BCCA, the statutory auditor has drafted a detailed report. This agenda item does not require a resolution of the shareholders.

1. Acknowledgement and explanation of the consolidated annual accounts, the report of the board of directors and the statutory auditor's report with regard to the consolidated annual accounts for the financial year ended on December 31st, 2024.

Explanatory statement: The board of directors submits the consolidated annual accounts for discussion. Pursuant to Article 3:32 of the BCCA, the directors have drafted a report on the consolidated annual accounts. Pursuant to Article 3:80 of the BCCA, the statutory auditor has drafted a detailed report on the consolidated annual accounts. This agenda item does not require a resolution of the shareholders.

1. Approval of the statutory annual accounts and other documents to be deposited in accordance with the BCCA for the financial year ended on December 31st, 2024, with allocation of the financial result.

Proposed resolution: Subsequent to the acknowledgement and discussion of the reports of the board of directors and the statutory auditor and to the discussion of the statutory annual accounts and other documents to be deposited in accordance with the BCCA, and the consolidated annual accounts for the financial year ended on December 31st, 2024, the statutory annual accounts for the financial year ended on December 31st, 2024, are approved.

The ordinary result amounts to EUR 227,356,874 Including the result carried forward from the financial year ended on December 31st, 2023, the total result to be appropriated for the financial year ended on December 31st , 2024, amounts to EUR 1,301,907,810. The shareholders' meeting approves that this result be allocated as determined in the annual accounts closed on December 31st, 2024, as follows:

• Result to be carried forward: EUR 1,148,017,703
• Purchase of own shares: EUR 4,410,107
• Gross dividend: EUR 149,480,000 (*)

(*) The board of directors approved on February 3rd, 2025 to propose to the shareholders' meeting to pay out over the result of 2024 a total dividend of EUR 3.70 gross per share. This amount contains an interim dividend of EUR 1.30 per share which was paid in October 2024 and a final dividend of EUR 2.40 per share which will be payable after approval of the shareholders' meeting. The Melexis shares will start trading ex coupon on May 20th, 2025 (opening of the market). The record date is May 21st, 2025 (closing of the market) and the dividend will be payable as from May 22nd, 2025.

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,610,123
Number of votes against:	22,418
Number of abstentions:	12,839

1. Approval of the remuneration report regarding the financial year ended on December 31st, 2024.

Proposed resolution: The shareholders' meeting approves the remuneration report regarding the financial year ended on December 31st, 2024.

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,310,041
Number of votes against:	322,500
Number of abstentions:	12,839

• 1. Approval of the updated remuneration policy. The principles of the policy remain valid since the previous remuneration policy as well as the most recent remuneration report were approved with a convincing majority by the shareholders. We highlight the following changes regarding variable remuneration:
  2. CEO and executive management now share the same methodology to foster shared accountability and increase transparency;
  3. Target and maximum payout opportunity were increased to align them with peers;
  4. ESG performance criteria have been added.

Proposed resolution: The shareholders' meeting approves the remuneration policy drawn up in accordance with article 7:89/1 of the BCCA and the Belgian Corporate Governance Code 2020 (the "Code 2020").

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,375,985
Number of votes against:	267,806
Number of abstentions:	1,589

1. Discharge from liability to the directors.

Proposed resolution: The directors and their permanent representatives are, by separate vote for each director, discharged from liability for their mandate executed during the financial year ended on December 31st, 2024.

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,402,807
Number of votes against:	228,899
Number of abstentions:	13,674

1. Discharge from liability to the statutory auditor.

Proposed resolution: The statutory auditor is discharged from liability for its mandate executed during the financial year ended on December 31st, 2024.

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,434,595
Number of votes against:	197,111
Number of abstentions:	13,674

1. Determination of the statutory auditor's remuneration and notification of change in representation.

Proposed resolution: The statutory auditor's fee of fiscal year 2024 amounts to EUR 144,792.63 (plus VAT, outof-pocket expenses and the IRE/IBR fee) and is subject to annual adjustment based on the consumer price index or as agreed between the parties.

The annual general meeting takes note of the change of representative of PwC Bedrijfsrevisoren BV/PwC Reviseurs d'Entreprises SRL, having its registered address at 1831 Diegem, Culliganlaan 5, in compliance with article 3:60 of the Code of Companies and Associations, will be represented as from May 13th, 2025, by Griet Helsen BV, at its turn represented by Griet Helsen, registered auditor, in the exercise of its mandate as the statutory auditor, replacing Mieke Van Leeuwe BV, represented by Mieke Van Leeuwe.

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,630,019
Number of votes against:	2,515
Number of abstentions:	12,846

1. Re-appointment of director.

Proposed resolution: The meeting decides to proceed to the re-appointment of Mr. Marc Biron as director for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2028.

As executive director, Mr. Marc Biron does not receive any remuneration for this mandate.

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,139,949
Number of votes against:	488,527
Number of abstentions:	16,904

1. Re-appointment of independent director.

Proposed resolution: The meeting decides to proceed to the re-appointment of Ms. Maria Pia De Caro as independent director for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2028.

Upon recommendation of the Nomination and Remuneration Committee, the board of directors proposes to reappoint Ms. Maria Pia De Caro as independent director and confirms it has no indication of any element that could call into question her independence as described in the Corporate Governance Code 2020.

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,156,080
Number of votes against:	472,396
Number of abstentions:	16,904

1. Appointment of non-executive director.

Proposed resolution: The meeting decides to appoint Vlinvlin BV (permanently represented by Ling Qi) as nonexecutive director for a term of four years starting today and ending immediately after the annual shareholders' meeting deciding on the annual accounts for the financial year ending on December 31st, 2028.

Explanatory note: Based on the advice of the Nomination and Remuneration Committee, the board of directors decided on March 31st, 2025 to propose Ms. Ling Qi for appointment.

Ms. Ling Qi has more than 20 years of international business management experience in China. After winning an English language competition from a field of one thousand competitors, she organized international trade fairs and trade missions for the city government of Shenyang and was the personal translator for the mayor of Shenyang. She left politics to host a weekly TV program with news and interviews of foreign expats in China. In 1996, she became vice-president of the animation film company OHY in charge of the company's business in the US. In 2000, Ling Qi married Belgian director Wouter Dierickx with whom she founded Sophie Animation Ltd. Currently, she is CEO of two multimedia and animation film companies. Alongside this, Ling Qi has been consulting for foreign invested companies in China, has extensive experience in the semiconductor industry, amongst other things, having served as a board member for a wafer foundry and board member of a Belgian private bank. She holds a degree in international trade and English from the University of Liaoning and obtained a certificate of Dutch at University of Antwerp.

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	21,924,722
Number of votes against:	3,703,754
Number of abstentions:	16,904

1. Appointment of independent director.

Proposed resolution: The meeting decides to appoint Mr. Kazuhiro Takenaka, as independent director for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2028.

Explanatory note: Mr. Takenaka has a long and successful career of over 45 years in the semiconductor and electronics engineering industry, working for well-known companies such as Nissan Motor and Seiko Epson. He possesses extensive technical knowledge and hands-on experience in semiconductor process and product development, manufacturing, supply chain management, outsourcing, and yield improvement. He has a proven track record of leading departments and divisions, driving innovation, production consolidation, technology strategies and commercialization. Notably, as Deputy Director of Seiko Epson's Micro Device Division from 2012 to 2017, he oversaw all aspects of the business unit, including technology development, production, product design, and sales. Under his leadership, the division achieved profitability within 5 years, generating \$270 million in revenue. Mr. Takenaka has also collaborated extensively with international stakeholders, working on partnerships with US companies and building relationships in markets across Europe, Asia, and the USA. He brings valuable insights and a diverse perspective to the Board, particularly in markets beyond automotive.

Upon recommendation of the Nomination and Remuneration Committee, the board of directors proposes to appoint Mr. Kazuhiro Takenaka as independent director and confirms it has no indication of any element that could call into question his independence as described in the Corporate Governance Code 2020.

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,606,308
Number of votes against:	22,418
Number of abstentions:	16,654

1. Approval of the directors' remuneration.

Proposed resolution: Following the proposal by the board of directors, upon recommendation of the Nomination and Remuneration Committee, the Meeting approves that the independent and/or non-executive directors will receive a fixed remuneration of EUR 25,000 for their mandate. Non-European Directors are entitled an additional EUR 1,000 attendance incentive for each individual intercontinental travel to physically attend board meetings.

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,632,026
Number of votes against:	515
Number of abstentions:	12,839

1. Appointment of statutory auditor for certifying the corporate sustainability reporting.

Proposed resolution: Following the proposal formulated by the board of directors, acting on the recommendation of the audit committee and following the proposal formulated by the workers council, the general meeting appoints the statutory auditor PwC Bedrijfsrevisoren BV, with registered office at Culliganlaan 5, 1831 Diegem, for the engagement of limited assurance on the sustainability information of the company for a period of two years. In compliance with article 3:60 §2 of the Code of Companies and Associations, the aforementioned firm designates Mieke Van Leeuwe BV to carry out the mandate, with Mieke Van Leeuwe, registered auditor, as permanent representative for the accounting year ending as per December 31st, 2024, and Griet Helsen BV, with Griet Helsen, registered auditor, as permanent representative for the accounting year ending as per December 31st, 2025. The mandate expires after the general meeting that is called to approve the sustainability information per December 31st, 2025.

The general meeting confirms that the mandate is given to PwC Bedrijfsrevisoren BV to also report on the sustainability information per December 31st, 2024.

The fee for this engagement amounts to EUR 98,000 for the accounting year ending as per December 31st, 2024 and EUR 80,000 for the accounting year ending as per December 31st, 2025 (plus VAT, out-of-pocket expenses, IBR/IRE fee and lump sum expense as reimbursement for technology and compliance costs).

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,632,369
Number of votes against:	172
Number of abstentions:	12,839

1. Approval of change of control provisions in accordance with Article 7:151 BCCA.

Proposed resolution: The Meeting approves and confirms, in accordance with Article 7:151 BCCA, Article 7.3.6 of the General Credit Terms and Conditions of October 27th, 2024 of KBC Bank NV, as amended and referred to in the agreement dated January 20th, 2025 between Melexis NV (as Borrower), Melefin NV (as Borrower) and KBC Bank NV (as Lender), which entitles the Lender to suspend or terminate, in respect of both the amounts drawn down and the amounts not yet drawn down, in whole or in part, immediately and without prior notice, the credit facility of EUR 100,000,000 or any form of use thereof, if, in respect of the Borrower, a substantial change in the shareholder structure occurs, which could affect the composition of the management bodies or the overall risk assessment of the Bank.

Number of shares with a valid vote:	40,400,000
Number of valid votes cast:	25,645,380
Number of votes for:	25,601,048
Number of votes against:	31,493
Number of abstentions:	12,839

It is explicitly confirmed and recorded that for all the above-mentioned decisions each proxy holder has voted according to the voting instructions of the shareholder that appointed him. The Company will keep a joint register of the voting instructions on behalf of all proxy holders and will keep such register at its registered office in view of the compliance with the information duty towards the shareholders according to Article 7:143 of the Belgian Code on Companies and Associations.

Closing of the Meeting

No technical issues or incidents occurred which obstructed or disturbed electronic participation in the general meeting.

There being no other items on the agenda, this annual meeting is closed by the Chair at 12h26 CET.

After reading, the members of the Bureau and the shareholders who request to do so, sign the minutes.