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Pepco Group N.V. — Proxy Solicitation & Information Statement 2026
Jan 27, 2026
5757_rns_2026-01-27_00d82b0d-c7cc-409a-969c-c6cf3034ca25.pdf
Proxy Solicitation & Information Statement
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PROXY
For the Annual General Meeting (the AGM) of Pepco Group N.V. (Pepco Group N.V. or the Company), to be held on 11 March 2026, at 3 p.m. (CET).
| The undersigned: | |
|---|---|
| (name), | |
| (address), | |
| (postal code and city), | |
| (country), | |
| (the Shareholder) acting in his / her / its capacity as holder of(number) |
|
| on the Record Date1 shares in the capital of Pepco Group N.V. , hereby grants a proxy to: |
Mr. C.A. Voogt, civil law notary in Amsterdam, with the power of substitution (the Attorney-in-Fact),to represent the Shareholder at the AGM of Pepco Group N.V. and to vote the shares in respect of the items on the agenda for the AGM, in the manner set out below (for a valid vote, only mark one box per voting item). 2
| No. | Agenda | For | Against | Abstain |
|---|---|---|---|---|
| 2.b | Advisory vote on the Remuneration Report for the financial year 2025 |
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| 2.c | Adoption of the Annual Financial Statements for the financial year 2025 |
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| 3.a | Discharge of the executive members of the Board in respect of the performance of their duties during the financial year 2025 |
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| 3.b | Discharge of the non-executive members of the Board in respect of the performance of their duties during the financial year 2025 |
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| 4.a | Authorisation of the Board to have the Company acquire up to 10% of the ordinary shares in its own capital |
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| 4.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 |
1 The Record Date is 11 February 2026, following the processing of deposits and withdrawals on that date.
2 If the table below does not contain a specific voting instruction in respect of any agenda item, it will be regarded to include a voting instruction in favour of the relevant agenda item.
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| 5. | Cancellation of ordinary shares | ||
|---|---|---|---|
| 6.a | Appointment of Dirk van den Berghe as a non executive member of the Board for a term of three years |
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| 6.b | Appointment of Sander van der Laan as a non executive member of the Board for a term of three years |
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| 6.c | Appointment of Nicolò Galante as a non-executive member of the Board for a term of three years |
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| 7. | Re-appointment of EY Accountants B.V. as the Company's external auditor for the financial year 2026 |
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| 8. | Re-appointment of EY Accountants B.V. as the Company's assurance provider for the financial year 2026 |
The voting results based on the instructions given to the Attorney-in-Fact may be shared with the Company prior to the AGM.
The Shareholder shall hold harmless and fully indemnify the Attorney-in-Fact for any losses, damages, and liabilities that the Attorney-in-Fact may incur in connection with the acts performed or omitted by the Attorney-in-Fact within the scope of the present proxy.
| This proxy is governed by Dutch law. | |||||
|---|---|---|---|---|---|
| Signed in on2026. | |||||
| Signature: | |||||
This proxy should be in the possession of:
ING Bank N.V. Attn. Issuer Services Location TRC 02.039, Foppingadreef 7 1102 BD Amsterdam The Netherlands email: [email protected]
no later than 4 March 2026, 5:00 p.m. CET.
This proxy can only be revoked in writing, in which case the revocation must be received by ING Bank N.V., at the address stated above, no later than 4 March 2026, 5:00 p.m. CET.