Pepco Group N.V. — Proxy Solicitation & Information Statement 2026

Jan 27, 2026

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27 JANUARY 2026

Notice convening the Annual General Meeting of Shareholders of

Pepco Group N.V.

to be held on 11 March 2026 at 3 p.m. (CET)

Pepco Group N.V. (the Company) invites its shareholders to its Annual General Meeting (the AGM), which will be held at 3 p.m. CET on 11 March 2026.

The meeting will be held at the offices of De Brauw Blackstone Westbroek, Burgerweeshuispad 201, 1076 GR Amsterdam, the Netherlands. The meeting will be broadcast live. For all interested parties, details of how to watch the broadcast will be available on the Company's website www.pepcogroup.eu. The recording will also be made available to watch online after the meeting.

Shareholders should regularly check the Company's website at www.pepcogroup.eu for updates in relation to the AGM.

Agenda

The following agenda items are scheduled for the AGM:

• 1. Opening
• 1. Annual Report and Annual Financial Statements 2025
• a. Report of the Board for the financial year 2025
• b. Advisory vote on the Remuneration Report for the financial year 2025 (advisory voting item)
• c. Adoption of the Annual Financial Statements for the financial year 2025 (voting item)
• d. Explanation of the dividend policy
• e. Dividend
• 1. Discharge of the members of the Board
• a. Discharge of the executive members of the Board in respect of the performance of their duties during the financial year 2025 (voting item)
• b. Discharge of the non-executive members of the Board in respect of the performance of their duties during the financial year 2025 (voting item)
• 1. Authorisations of the Board
• a. Authorisation of the Board to have the Company acquire up to 10% of the ordinary shares in its own capital (voting item)
• b. Authorisation of the Board to issue (rights to subscribe for) up to 10% of the ordinary shares in the Company's capital and to restrict or exclude related pre-emptive rights (voting item)
• 1. Cancellation of ordinary shares (voting item)
• 1. Composition of the Board
• a. Appointment of Dirk van den Berghe as a non-executive member of the Board for a term of three years (voting item)

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• b. Appointment of Sander van der Laan as a non-executive member of the Board for a term of three years (voting item)
• c. Appointment of Nicolò Galante as a non-executive member of the Board for a term of three years (voting item)
• 1. Re-appointment of EY Accountants B.V. as the Company's external auditor for the financial year 2026 (voting item)
• 1. Re-appointment of EY Accountants B.V. as the Company's assurance provider for the financial year 2026 (voting item)
• 1. Any other business
• 1. Closing of the meeting

Documentation

The agenda with the explanatory notes thereto, the annual report over the financial year 2025 (including the report of the Board, the remuneration report, the annual financial statements relating to the financial year 2025, which ended on 30 September 2025) can be found at www.pepcogroup.eu in the "Investors" section. These documents can also be requested via investorrelations@pepcogroup.eu and will then be sent electronically. For any other questions relating to the (organisation of the) AGM, you can contact investorrelations@pepcogroup.eu.

Registration

Shareholders are entitled to attend the meeting in-person if:

• a. they are recorded as a shareholder of the Company on 11 February 2026, following the processing of deposits and withdrawals on that date (the Record Date), in one of the (sub)registers administered by the Polish National Depository for Securities (Krajowy Depozyt Papierów Wartos´ciowych S.A.); and
• b. they have notified their attendance for the meeting no later than 4 March 2026, 5:00 p.m. CET in accordance with the registration procedure set out below.

Shareholders who either in person or by proxy would like to attend the meeting, should register for the meeting following the Record Date but no later than 4 March 2026, 5:00 p.m. CET. Shareholders can register themselves via the electronic platform 'Evote by ING' available via: https://evote.ingwb.com. or via their intermediary where their shares are administered. The intermediaries must provide ING Bank N.V., Issuer Services (location TRC 02.039, Foppingadreef 7, 1102 BD, Amsterdam, the Netherlands, email: agm.pas@ing.com) no later than 4 March 2026, 5:00 p.m. CET with an electronic statement that includes the number of shares presented for registration purposes, as well as the full address details of the relevant shareholder(s).

Attendance

Shareholders who would like to attend the meeting in-person, should furthermore have registered themselves on 11 March 2026, the day of the meeting, at the registration desk (between 2.00 p.m. and the commencement of the meeting at 3.00 p.m. (CET). Proof of identity by means of a valid identity document may be requested.

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Proxy voting procedure and voting instructions

Without prejudice to the provisions above regarding application and registration for the meeting, shareholders who will not be attending the AGM in-person, but nonetheless wish to participate in the decision-making process may:

• a. grant an electronic voting proxy to civil-law notary Mr. C.A. Voogt or his substitute (the Notary) with the instructions to vote at the AGM. To that effect, the shareholder should submit the voting instructions to the Notary on the electronic platform 'Evote by ING' available via https://evote.ingwb.com. By providing the voting instructions, the shareholder grants a proxy to the Notary to vote on the shares at the AGM in accordance with the instructions. Voting instructions must be received no later than 4 March 2026, 5:00 p.m. CET; or
• b. submit the voting instructions by means of a proxy form, which can be downloaded online via the Company's website: www.pepcogroup.eu. After completion and signing, the proxy form should be sent to ING Bank N.V. Issuer Services by post: location TRC 02.039, Foppingadreef 7, 1102 BD, Amsterdam, the Netherlands or by email: agm.pas@ing.com where it should be received no later than 4 March 2026, 5:00 p.m. CET.

The voting results based on the voting proxies given to the Notary may be shared with the Company prior to the AGM.

Issued capital and voting rights of the Company

At the day of this notice, the Company has an issued share capital of EUR 5,774,519.35 consisting of 577,451,935 ordinary shares, each having a nominal value of EUR 0.01. At the day of this notice, the Company holds 16,111,778 shares in Treasury. Therefore, the total number of voting rights at the day of this notice amounts to 561,340,157.

The Board of Pepco Group N.V.

Amsterdam, 27 January 2026