Melexis
INNOVATION WITH HEART

[ONLY FOR TRANSLATION PURPOSES, THE FILLED OUT AND SIGNED PROXY NEEDS TO BE IN DUTCH]

PROXY¹

The undersigned:
(full name and address of the shareholder)

Owner – joint owner – bare owner – usufructuary – pledgor – pledgee - custodian²
(delete as appropriate)

of ___ registered shares – dematerialized shares
(delete as appropriate)

of MELEXIS NV, with registered office at Rozendaalstraat 12, 8900 Leper, listed in the register of legal persons of Leper with company number 0435.604.729.

Herewith appoints as special proxy holder:
(name, place of birth, date of birth and address)

To whom he/she grants proxy to:

Participate on his/her behalf to the ordinary and extraordinary shareholders’ meeting that will be held on May 12th, 2026 at 11h00 at Melexis Technologies NV, Transportstraat 1, 3980 Tessenderlo-Ham, Belgium:

ANNUAL SHAREHOLDERS’ MEETING AGENDA

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, 2025, 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 This proxy is not a proxy solicitation and cannot be used in the cases contemplated by articles 7:144 and 7:145 of the Belgian Code on companies and associations.
² In accordance with articles 9 and 30 of the articles of association the joint owners, the pledgers and pledges, the bare owners and usufructuaries of shares and custodians are requested to appoint one single proxy holder.

Melexis
INNOVATION WITH HEART

Acknowledgement and explanation of the statutory auditor's report regarding the statutory annual accounts for the financial year ended on December 31st, 2025.

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.

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, 2025.

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.

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, 2025, 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, 2025, the statutory annual accounts for the financial year ended on December 31st, 2025, are approved.

The ordinary result amounts to EUR 115,711,935. Including the result carried forward from the financial year ended on December 31st, 2024, the total result to be appropriated for the financial year ended on December 31st, 2025, amounts to EUR 1,263,729,638. The shareholders' meeting approves that this result be allocated as determined in the annual accounts closed on December 31st, 2025, as follows:

Result to be carried forward: EUR 1,071,382,735
Purchase of own shares: EUR 45,620,640
Gross dividend: EUR 146,726,263 (*)

(*) The board of directors approved on February 2nd, 2026 to propose to the shareholders' meeting to pay out over the result of 2025 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 2025 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 19th, 2026 (opening of the market). The record date is May 20th, 2026 (closing of the market) and the dividend will be payable as from May 21st, 2026.

Approval of the remuneration report regarding the financial year ended on December 31st, 2025.

Proposed resolution: The shareholders' meeting approves the remuneration report regarding the financial year ended on December 31, 2025.

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 31, 2025.

Discharge from liability to the statutory auditor.

Melexis
INNOVATION WITH HEART

Proposed resolution: The statutory auditor is discharged from liability for its mandate executed during the financial year ended on December 31, 2025.

Re-appointment of director.

Proposed resolution: The meeting decides to proceed to the re-appointment of Ms. Françoise Chombar 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, 2029. The meeting acknowledges that the director has waived any remuneration for this mandate.

Re-appointment of director.

Proposed resolution: The meeting decides to proceed to the re-appointment of Mr. Roland Duchâtelet 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, 2029. The meeting acknowledges that the director has waived any remuneration for this mandate.

Appointment of independent director.

Proposed resolution: The meeting decides to appoint Ms. Jayanthi Natarajan, 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, 2029.

Explanatory statement: We are pleased to introduce Jay Natarajan to become the newest member of our Board of Directors. Jay brings a unique blend of technical expertise, leadership, and global perspective that aligns perfectly with our company's strategic needs and values.

Ms. Natarajan leads at the intersection of code (engineering) and capital, with experience managing P&Ls exceeding $1.2B. Her background demonstrates a strong command of both technical and financial domains. She applies foundational engineering logic to AI unit economics, underscoring her technical competency in AI, software, IT and digital transformation.

Jay’s deep technical background fills a critical gap on our board, ensuring we remain at the forefront of technological innovation. Her recent and ongoing involvement in cutting-edge technology and mentorship of young professionals suggests she is well attuned to the latest technological advancements, contributing to age diversity and fresh perspectives on our board. With her roots in India and living in the US since 1997, Jay brings invaluable cultural understanding and a strong network both in India, our next growth geography, and the US.

Her appointment also maintains our board’s gender balance (4 women, 3 men).

Upon recommendation of the Nomination and Remuneration Committee, the board of directors proposes to appoint Ms. Jay Natarajan as an independent director and confirms there is no indication of any element that could call into question her independence as described in the Corporate Governance Code 2020.

Determination of the statutory auditor’s remuneration.

Proposed resolution: The statutory auditor’s fee of fiscal year 2025 amounts to EUR 153,362 (plus VAT, out-of-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.

Appointment of statutory auditor for the audit of the annual accounts and the consolidated financial statements and for certifying the corporate sustainability reporting.

Melexis
INNOVATION WITH HEART

Proposed resolution: Upon proposal of the board of directors, acting on the recommendation of the audit committee and upon nomination by the workers council, the shareholders' meeting decides to appoint EY Bedrijfsrevisoren, with registered office at Kouterveldstraat 7B 001, 1831 Diegem, Belgium, represented by Olaf Janssen, as auditor for a 3-year term, specifically for the financial years ending December 31, 2026, 2027 and 2028. The auditor's mandate shall terminate immediately after the shareholders' meeting deciding on the financial statements for the financial year ending December 31, 2028. The auditor shall be responsible for the audit of the annual accounts and the consolidated financial statements.

The auditor is also charged with the engagement regarding the assurance of sustainability information for a 3-year term. The assignment on sustainability information is mandated by the EU Directive 2022/2464 of 14 December 2022 of the European Parliament and the European Council on sustainability reporting by enterprises (the "Corporate Sustainability Reporting Directive" or "CSRD"), which is transposed into Belgian law on 28 November 2024. This sustainability information also includes the information required under Article 8 of the European Regulation (EU) 2020/852 establishing a framework to facilitate sustainable investment (the "EU Taxonomy").

The auditor's annual fee, subject to indexation, is set at € 342,000 (excluding VAT and expenses) per year.

Resolutions relating to the merged company: Xpeqt NV: On 8 December 2025, the silent merger (a merger-equivalent transaction) of the public limited liability company Xpeqt (a 100% subsidiary of Melexis) with and into Melexis was approved, with effect as from 1 January 2026. Pursuant to Article 12:58 of the BCCA, the shareholders' meeting of the acquiring company, in this case Melexis, must approve the annual accounts of the absorbed company and grant discharge to the management and supervisory bodies of the absorbed company for the financial year ending on 31 December 2025.

Acknowledgement and discussion of the annual accounts and the annual report of Xpeqt NV as at 31 December 2025.
Explanatory statement: As this concerns mere acknowledgement and discussion, no resolution of the shareholders is required.
Acknowledgement and discussion of the statutory auditor's report of Xpeqt NV relating to the aforementioned annual accounts.
Explanatory statement: As this concerns mere acknowledgement and discussion, no resolution of the shareholders is required.
Approval of the annual accounts of Xpeqt NV as at 31 December 2025 and allocation of the result.
Proposed resolution: The shareholders' meeting resolves to approve the annual accounts of Xpeqt NV as at 31 December 2025, including the allocation of the result.
Discharge from liability to the directors of Xpeqt NV for the exercise of their mandate during the financial year ending on 31 December 2025.
Proposed resolution: The directors of Xpeqt NV 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 31, 2025.
Discharge from liability to the statutory auditor of Xpeqt NV for the exercise of its mandate during the financial year ending on 31 December 2025.

Melexis
INNOVATION WITH HEART

Proposed resolution: The statutory auditor of Xpeqt NV is discharged from liability for its mandate executed during the financial year ended on December 31, 2025.

VOTING INSTRUCTIONS ANNUAL SHAREHOLDERS' MEETING

Complete your voting instructions here:

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, 2025, with explanation of the remuneration report that is included in the corporate governance statement (does not involve a vote)
Acknowledgement and explanation of the statutory auditor's report regarding the statutory annual accounts for the financial year ended on December 31st, 2025 (does not involve a vote)
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, 2025 (does not involve a vote)
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, 2025, with allocation of the financial result
for
against
abstain
Approval of the remuneration report regarding the financial year ended on December 31st, 2025
for
against
abstain
Discharge from liability to the directors
for
against
abstain
Discharge from liability to the statutory auditor
for
against
abstain
Re-appointment of director
for
against
abstain
Re-appointment of director
for
against
abstain
Appointment of independent director
for
against
abstain

Melexis
INNOVATION WITH HEART

Determination of the statutory auditor's remuneration
for
against
abstain
Appointment of statutory auditor for the audit of the annual accounts and the consolidated financial statements and for certifying the corporate sustainability reporting
for
against
abstain

Resolutions relating to the merged company: Xpeqt NV:

Acknowledgement and discussion of the annual accounts and the annual report of Xpeqt NV as at 31 December 2025.
(does not involve a vote)
Acknowledgement and discussion of the statutory auditor's report of Xpeqt NV relating to the aforementioned annual accounts.
(does not involve a vote)
Approval of the annual accounts of Xpeqt NV as at 31 December 2025 and allocation of the result.
for
against
abstain
Discharge from liability to the directors of Xpeqt NV for the exercise of their mandate during the financial year ending on 31 December 2025.
for
against
abstain
Discharge from liability to the statutory auditor of Xpeqt NV for the exercise of its mandate during the financial year ending on 31 December 2025.
for
against
abstain

Done at [location] on: [date]

Signature of the shareholder (preceded by the hand-written words "Good for proxy")

If the shareholder is not a natural person:
Name of the individual signatory:
Function:
who certifies being authorized to sign this proxy for and on behalf of the shareholder identified on page 1.

AI assistant

Melexis N.V. Proxy Solicitation & Information Statement 2026

3975_rns_2026-04-10_fc61b917-e228-491f-8c6f-caefd8fe49fc.pdf

VOTING INSTRUCTIONS ANNUAL SHAREHOLDERS' MEETING

AI assistant

Melexis N.V. — Proxy Solicitation & Information Statement 2026

3975_rns_2026-04-10_fc61b917-e228-491f-8c6f-caefd8fe49fc.pdf

VOTING INSTRUCTIONS ANNUAL SHAREHOLDERS' MEETING

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Melexis N.V. Proxy Solicitation & Information Statement 2026