Roularta Media Group N.V. — Proxy Solicitation & Information Statement 2026

Apr 16, 2026

Roularta

Media Group

Public Limited Company

Meiboomlaan 33, 8800 Roeselare

Ghent, department Kortrijk Register of Companies

VAT BE-0434.278.896

INVITATION

The shareholders of Roularta Media Group NV are invited to the general meeting and extraordinary general meeting, which will be held on Tuesday, 19 May 2026 at 11.00 at the company's registered office at Meiboomlaan 33, B-8800 Roeselare.

AGENDA AND MOTIONS FOR THE GENERAL MEETING:

1. Reading of the annual report with the corporate governance declaration of the Board of Directors and the company's consolidated reporting for the financial year 2025.
2. Reading of the statutory auditor's report on the annual accounts of NV Roularta Media Group, the consolidated annual accounts for the year ended 31 December 2025 and the assurance report on the sustainability information.
3. Deliberation and approval of the annual accounts at 31 December 2025 and appropriation of the profit.

Motion: the general meeting approves the annual accounts at 31 December 2025, including the motion by the Board of Directors not to pay out a dividend.

1. Deliberation of the consolidated annual accounts and the consolidated reports for the year ending 31 December 2025.
2. (Re)appointment directors: at the general meeting of 19 May 2026, the mandates of the following directors will expire: mister Hendrik De Nolf, NV Kolnon, represented by its permanent representative mister Xavier Bouckaert, misses Lieve Claeys, BV RCompany, represented by its permanent representative misses Pascale Sioen, mister Rik Vanpeteghem and NV Invest at Value, represented by its permanent representative mister Koenraad Dejonckheere.

Motion: Upon recommendation of the nomination and remuneration committee, the Board of Directors proposes:

• to reappoint mister Hendrik De Nolf as director for a term of four years, i.e. until the annual meeting deciding on the financial statements for the financial year ending on 31 December 2029;
• to reappoint NIV Kolnon, represented by its permanent representative mister Xavier Bouckaert, as director for a term of four years, i.e. until the annual meeting deciding on the financial statements for the financial year ending on 31 December 2029;
• to reappoint misses Lieve Claeys as director for a term of four years, i.e. until the annual meeting deciding on the financial statements for the financial year ending on 31 December 2029;

• to reappoint BV RCompany, represented by its permanent representative misses Pascale Sioen, as independent director within the meaning of article 7:87 of the Belgian Code of Companies and Associations for a term of four years, i.e. until the annual meeting deciding on the financial statements for the financial year ending on 31 December 2029.

• to reappoint NIV Invest at Value, represented by its permanent representative mister Koenraad Dejonckheere, as independent director within the meaning of article 7:87 of the Belgian Code of Companies and Associations for a term of four years, i.e. until the annual meeting deciding on the financial statements for the financial year ending on 31 December 2029. Based on the information available to the company, NV Invest at Value, represented by mister Koenraad Dejonckheere, meets all specific independence criteria set out in article 3.5 of the Belgian Corporate Governance Code 2020, except one, namely the criterion that a director may not have served more than twelve years as a non-executive director. Nevertheless, the Board of Directors proposes to extend the mandate, since he has demonstrated a fully independent position vis-à-vis the company and its majority shareholder. The Board of Directors is fully convinced that he will continue to do so during his extended mandate, which has also been confirmed by mister Koenraad Dejonckheere himself. Given his experience, reputation and career, it is in the interest of the company to extend his mandate. The Board of Directors is also of the opinion that the quality and independence of his contribution have not been affected by the duration of his mandate, nor will this be the case in the event of an extension. Finally, mister Koenraad Dejonckheere has expressly declared that he does not maintain any relationships with the company or with the majority shareholder that could compromise his independence and that he therefore meets the general independence criterion of article 7:87, §1, first paragraph, of the Belgian Code of Companies and Associations.

• Confirmation of co-opted director

Mid-August 2025, upon proposal of the Board of Directors and offer a positive opinion of the nomination and remuneration committee, BV LDN Business, represented by its permanent representative mister Louis De Nolf, was co-opted as director. BV LDN Business thereby filled the vacancy within the Board of Directors resulting from the resignation of mister Louis De Nolf as director.

Motion: The general meeting ratifies the co-optation on the proposal of the Board of Directors, following the advice of the nomination and remuneration committee and proceeds to the definitive appointment of BV LDN Business, represented by its permanent representative mister Louis De Nolf, as director. The mandate runs until the annual meeting deciding on the financial statements for the financial year ending on 31 December 2027.

1. Granting of discharge to the directors and the auditor.

Motion: the general meeting votes separately on a resolution to grant discharge to the directors and the statutory auditor in respect of the exercise of their duties in the 2025 financial year.

1. Approval of the remuneration report.

Motion: the general meeting approves the remuneration report for the financial year 2025.

AGENDA AND MOTIONS FOR THE EXTRAORDINARY GENERAL MEETING:

1. Taking cognisance of the report of the Board of Directors prepared in accordance with article 7:199 of the Belgian Companies and Associations Code. As this is a mere knowledge, no decision needs to be taken by the extraordinary general meeting.

2. Renewal of the authorisation concerning authorised capital.

Motion: the extraordinary general meeting resolves to renew the authority of the Board of Directors to increase the capital one or more times within the framework of the authorised capital, without the cumulative amount of these increases exceeding a total amount of eighty-four million eight hundred and fifteen thousand nine hundred and fifty-three euros and seventy-three cents (EUR 94,815,953.73), for five years from the publication of the decision of 19 May 2026 to grant the authorised capital in the Belgian Official Gazette. The general meeting therefore resolves to replace transitional provision 1 of the articles of association with the following wording: "The Board of Directors can increase the capital one or more times within the framework of the authorised capital, without the cumulative amount of these increases exceeding a total amount of eighty-four million eight hundred and fifteen thousand nine hundred and fifty-three euros and seventy-three cents (EUR 94,815,953.73), for five years from the publication of the decision of 19 May 2026 to grant the authorised capital in the Belgian Official Gazette. This authority applies to capital increases to be subscribed to in cash, capital increases subscribed to in kind, and capital increases through conversion of reserves or issue premiums, with or without the issue of new shares. The Board of Directors is hereby authorised to issue shares without indication of nominal value below the accounting par value of the old shares. In addition to the issue of shares, convertible bonds and subscription rights, the capital increases decided by the Board of Directors can also be effected by the issue of shares without voting rights. The Board of Directors, within the limits of the authorised capital, in the interest of the company and subject to observance of the conditions established in article 7:191 and following of the Belgian Companies and Associations Code, is also authorised to suspend or limit the pre-emptive right that the law grants to shareholders. The Board of Directors is authorised to limit or suspend the pre-emptive right in favour of one or more specific persons, even if they are not employees of the company or its subsidiaries. On the occasion of the increase of the capital, realised within the limits of the authorised capital, the Board of Directors has the authority to request a share premium payable on subscription. If the Board of Directors so decides, this share premium payable on subscription must be booked to an unavailable reserve account that can only be reduced or taken off the books via a resolution of the general meeting taken in the manner required for an amendment to the articles of association. This authority of the Board of Directors can be renewed. The general meeting expressly grants the authority to the Board of Directors to increase the capital one or more times, from the date of notification by the Financial Services and Markets Authority to the company of a public takeover bid for the shares of the company, by contribution in cash with cancellation or limitation of the pre-emptive right of the existing shareholders or by contribution in kind in accordance with article 7:202 of the Belgian Companies and Associations Code. This authority is granted for a period of three years from the decision to grant the authorised capital of 19 May 2026 and can be renewed. The Board of Directors can also use the authorised capital in the circumstances described in articles 7:228 and 7:229 of the Belgian Companies and Associations Code. More generally, the authority granted can be used whenever the position of the company is or will be threatened, directly or indirectly, financially, competitively or otherwise. The Board of Directors has the authority to amend the articles of association of the company in accordance with the capital increase decided within the framework of the authorised capital."

1. Resolution to renew the authorisation of the Board of Directors to buy the company's own shares.

Motion: The Board of Directors is authorised, in accordance with the Belgian Companies and Associations Code, to buy back its own shares, profit-sharing certificates or depository receipts at a price that must be higher than eighty percent and lower than one hundred twenty percent of the closing price at which these shares were listed on the stock exchange on the trading day prior to the day of this acquisition. This authorisation is valid for a period of five years from the publication of the amendment to the articles of association of 19 May 2026 in the annexes to the Belgian Official Gazette.

This authorisation also applies to the buyback of shares of the company by one of its subsidiaries in accordance with Article 7:221 of the Belgian Companies and Associations Code.

The general meeting therefore resolves to replace the last two paragraphs of transitional provision 2 of the articles of association with the following text: "The Board of Directors is authorised, in accordance with the Belgian Companies and Associations Code, to buy back its own shares, profit-sharing certificates or depository receipts at a price that must be higher than eighty percent (80%) and lower than one hundred twenty percent (120%) of the closing price at which these shares were listed on the stock exchange on the trading day prior to the day of this acquisition. The number of treasury shares, profit-sharing certificates or depository receipts which the Board of Directors of the company can acquire under this authorisation shall not exceed 25% of the total number of shares issued. This authorisation is valid for a period of five years from the publication of the amendment to the articles of association of 19 May 2026 in the annexes to the Belgian Official Gazette. This authorisation also applies to the buyback of shares of the company by one of its subsidiaries in accordance with article 7:221 of the Belgian Companies and Associations Code."

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1. Resolution to renew the authorisation of the Board of Directors to buy the company's own shares, should it be necessary to acquire them to forestall imminent serious detriment to the company.

Motion: Pursuant to article 7:215 of the Belgian Companies and Associations Code, the Board of Directors is authorised to allow the company to buy back its own shares, profit-sharing certificates or depositary receipts and to dispose of them if the acquisition is necessary to prevent imminent serious damage to the company. This authorisation is valid for a period of three years from its publication by the general meeting of 19 May 2026 in the annexes to the Belgian Official Gazette. The general meeting therefore resolves to replace the first two paragraphs of transitional provision 2 of the articles of association with the following text: "The company may not buy back its own shares, profit-sharing certificates or depositary receipts relating thereto, by purchase or exchange, directly or by a person acting in his own name but on behalf of the company, without compliance with the formalities and conditions prescribed by articles 7:215 to 7:220 of the Belgian Companies and Associations Code. Pursuant to article 7:215 of the Belgian Companies and Associations Code, the Board of Directors is authorised to allow the company to buy back its own shares, profit-sharing certificates or depositary receipts and to dispose of them if the acquisition is necessary to prevent imminent serious damage to the company. This authorisation is valid for a period of three years from the publication of the amendment to the articles of association of 19 May 2026 in the annexes to the Belgian Official Gazette."

ENTITLEMENT TO TAKE PART IN THE GENERAL MEETING AND TO VOTE

Entitlement to take part in the general meeting is granted only to those shareholders whose securities are registered by the record date, this being Tuesday, 5 May 2026 at midnight (24:00) Belgian time.

For nominal shareholders, the proof of registration in the shareholder register on the registration date will apply. The owners of dematerialised shares must have the securities with which they wish to participate in the general meeting registered by the registration date at the latest.

NOTICE

Nominal shareholders are requested to inform the board, no later than Wednesday, 13 May 2026, of their intention to attend the general meeting, either by post to Roularta Media Group NV, Meiboomlaan 33, 8800 Roeselare, or by email to sophie.van.iseghem@roularta.be.

Holders of dematerialised shares need both to inform the Board of Directors of their intention to participate in the general meeting (in the manner indicated above) and to provide evidence of the fulfilment of the registration formalities to ING Bank, in both cases no later than Wednesday, 13 May 2026 within office hours. They will be admitted to the general meeting following confirmation by the ING Bank to Roularta Media Group NV of the completion of the registration formalities or submission of the certificate issued by the depository institution, recognised account holder or settlement institution confirming that registration took place by the registration date.

PARTICIPATION IN THE GENERAL MEETING

Every shareholder who has fulfilled the previously stated admission requirements (registration / notification) may:

(1) participate physically in the general meeting that is held at the registered office of the company.
(2) Vote by proxy: Shareholders who wish to vote in this way must use the proxies with specific voting instructions that the company is making available through its website www.roularta.com/en/roularta-stock-market/general-meeting-2026. Other proxies will not be accepted. This proxy can be sent by post (to the registered office of the company) or by e-mail (sophie.van.iseghem@roularta.be) with a scanned or photographed copy of the completed and signed proxy. In order to validly participate in the voting in this way, this proxy must be delivered to the company no later than Wednesday 13 May 2026.
(3) Vote by letter: Each shareholder may cast his or her vote by letter using a voting form (see Article 7:146 Belgian Companies and Associations Code) which is being made available on the company's website (www.roularta.com/en/roularta-stock-market/general-meeting-2026). To vote in this way, a scanned or photographed copy of the completed and signed voting form can be sent by post (to the registered office of the company) or by e-mail (to sophie.van.iseghem@roularta.be. In order to validly participate in the voting in this way, the voting form must be delivered to the company no later than Wednesday 13 May 2026.

ADDING ITEMS TO THE AGENDA

One or more shareholders jointly owning at least 3% of the capital of the company are permitted to add discussion topics to the agenda of the general meeting and submit motions with regard to subjects already included or to be included on the agenda. Shareholders wishing to exert this right are asked to submit their requests in writing by Monday, 27 April 2026 at the latest. Requests should be submitted by post to Roularta Media Group NV, f.a.o. Sophie Van Iseghem, Meiboomlaan 33, 8800 Roeselare or by email to sophie.van.iseghem@roularta.be. Depending on the subject matter, requests must be accompanied by (1) details of the subjects to be discussed and the associated motions or details of the motions to be placed on the agenda, as well as (2) proof, in accordance with

Article 7:130 of the Belgian Companies and Associations Code, that they own at least 3% of the capital and (3) a postal or email address for the shareholder(s) to which the company can send confirmation of the request within 48 hours of receipt. When items are added to the agenda, the company will issue an amended agenda by Monday, 4 May 2026 at the latest.

QUESTIONS IN WRITING

All shareholders who have completed the formalities to participate in the general meeting ask questions in writing by sending them to the company, by Wednesday, 13 May 2026 at the latest, by letter or email (sophie.van.iseghem@roularta.be). The written questions will be answered orally by the Board of Directors and/or the statutory auditor during the general meeting before the vote, provided that the divulging of the facts or data is not such that it would have an adverse effect on the commercial interests of the company or be in breach of the confidentiality obligations to which the company, its directors or statutory auditor have committed. The answers to these written questions will be published on the company's website (www.roularta.com/en/roularta-stock-market/general-meeting-2026).

ANNUAL REPORT 2025

The annual report 2025 (in Dutch and English), as well as other information as required under section 7:129, §2 of the Belgian Companies and Associations Code, may be consulted either on the company website (www.roularta.com) or during normal office hours at the company office at Meiboomlaan 33, 8800 Roeselare. Shareholders may also request a free copy of the annual report (in Dutch and English), as well as other information required under section 7:129, §2 of the Belgian Companies and Associations Code, by post (Meiboomlaan 33, 8800 Roeselare) or by email (sophie.van.iseghem@roularta.be).

PRIVACY AND DATA PROTECTION

Roularta Media Group NV is responsible for the processing of personal data that it receives and/or collects with regard to shareholders and proxy vote holders in the context of the general meeting. The processing of this personal data is done for the purpose of organising and holding the general meeting. The personal data includes, among other things, identification data of the shareholders and proxy vote holders, the number of shares the company has, proxies and voting instructions, and will be stored by Roularta Media Group NV for a period of maximum 10 years after the general meeting. This data can also be transferred to third parties for the purpose of providing certain services to Roularta Media Group in the context of organising and holding the general meeting. For more information, we would like to refer you to our privacy policy, which can be freely consulted on our website at the following link: https://www.roularta.com/en/privacy-policy. In accordance with the General Data Protection Regulation, you have the right to inspect and correct your data at any time. If you have any further questions or comments with regard to this data or your rights as a data subject, you can contact us at the e-mail address below: sophie.van.iseghem@roularta.be.

The Board of Directors