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Sofina SA — Proxy Solicitation & Information Statement 2026
Apr 9, 2026
4002_rns_2026-04-09_77722c58-c17d-4484-876e-7907bd08b024.pdf
Proxy Solicitation & Information Statement
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SOFINA
Purpose & Patience
9 April 2026 – before 8.30am
Regulated information
Convening notice of the Annual General Meeting of shareholders of 13 May 2026
Shareholders are invited to attend the Annual General Meeting (the "Meeting") to be held on Wednesday, 13 May 2026 at 3.00pm at the registered office of Sofina SA (the "Company"), rue de l'Industrie 31, 1040 Brussels, in order to deliberate on the agenda listed below.
The Meeting will be held in person at the Company's registered office and will also be webcast. Shareholders wishing to attend the webcast of the Meeting are requested to complete the registration and participation formalities and to provide their e-mail address in order to allow the Company to send them the necessary information to access this webcast. It is important to note that it will not be possible to ask questions or vote during the webcast.
Pursuant to the entry into force of the law of 4 December 2025 aimed at reducing the administrative burden of Belgian listed companies, the convening notice will no longer be published in the Belgian Official Gazette or in a Belgian national newspaper. The convening notice will instead only be published on Sofina's website (www.sofinagroup.com), shared with relevant media outlets ensuring effective dissemination across the European Economic Area, and sent by mail or e-mail directly to registered shareholders.
Agenda of the Annual General Meeting of 13 May 2026 at 3.00pm
1 Reports and annual accounts
1.1 Presentation of the Management report of the Board of Directors (including the Corporate Governance Statement and the Sustainability statements of the Annual report) and of the Statutory Auditor's report relating to the financial year 2025.
1.2 Presentation of the consolidated financial statements relating to the financial year 2025.
1.3 Approval of the statutory financial statements of the Company relating to the financial year 2025 and appropriation of results.
Proposal to approve the statutory financial statements of the Company as at 31 December 2025, as drawn up by the Board of Directors, including the appropriation of the Company's result and the distribution of a gross dividend of EUR 3.66 per share. As the dividend right attached to the own shares lapses, the total amount allocated by the Company to the dividend payment depends on the number of own shares held by the Company on Tuesday 26 May 2026 at 11.59pm Belgian time (i.e. the trading day preceding the ex-date). Therefore, the Board of Directors is authorised, with power of subdelegation, to determine the total amount allocated by the Company to the dividend payment (without changing the amount of the gross dividend per share) and to reflect this (and any other changes in the appropriation of the result resulting therefrom) in the statutory financial statements based on the number of own shares held by the Company on that date.
2 Remuneration report
2.1 Presentation of the Remuneration report relating to the financial year 2025.
SOFINA SA | Rue de l'Industrie, 31 - 1040 Brussels | T: +32 (0)2 551 06 11 | [email protected] | www.sofinagroup.com
RLE Brussels: 0403.219.397 | Listed on Euronext Brussels (ISIN BE0003717312)
2.2 Approval of the Remuneration report relating to the financial year 2025.
Proposal to approve the Remuneration report relating to the financial year 2025. The vote on the Remuneration report is advisory.
3 Discharge to the Directors and to the Statutory Auditor
3.1 Proposal to grant discharge by special vote to the Directors for any liability resulting from the fulfilment of their mandate during the financial year 2025.
3.2 Proposal to grant discharge by special vote to the Statutory Auditor for any liability resulting from the fulfilment of its mandate during the financial year 2025.
4 Appointment of Directors and setting of their remuneration and renewal of Directors' mandates
The term of office of Ms. Michèle Sioen, Mr. Leslie Teo, Mr. Rajeev Vasudeva, Mr. Felix Goblet d'Alviella and Mr. Dominique Lancksweert will expire at the end of the Annual General Meeting to be held on 13 May 2026.
In accordance with the age limits set out in the Board of Directors' Internal rules of procedure, Mr. Dominique Lancksweert will not seek reappointment.
Additionally, Mr. Nicolas Boël has informed the Board of Directors of his resignation as Director with effect from the close of the Annual General Meeting to be held on 13 May 2026.
Proposal, upon recommendation of the Nomination Committee and upon proposal of the Board of Directors, to appoint as Director:
4.1 Mr. Charles Peugeot for a period of three years, expiring at the end of the Annual General Meeting to be held in 2029, and to establish his independence within the meaning of Article 7:87 of the Companies and Associations Code and Principle 3.5 of the 2020 Corporate Governance Code, since it appears from the information available to the Company and the information provided by Mr. Charles Peugeot that he meets all the criteria set out in that Principle. His remuneration is set in accordance with the Remuneration Policy and Article 36 of the articles of association. His curriculum vitae is available on the Company's website.
4.2 Union Financière Boël SA, a limited liability company incorporated under Belgian law (société anonyme/naamloze vennootschap), having its registered office at Rue Ducale 21, 1000 Brussels, Belgium, and registered with the Crossroads Bank for Enterprises under number 0405.761.391 (RLE Brussels), represented by its permanent representatives Mr. Pascal Hubinont, for a period of three years, ending at the end of the Annual General Meeting to be held in 2029. The remuneration for this mandate is set in accordance with the Remuneration Policy and Article 36 of the articles of association. The curriculum vitae of Mr. Pascal Hubinont is available on the Company's website.
Proposal, upon recommendation by the Nomination Committee and upon proposal of the Board of Directors, to renew the mandates of the following Directors:
4.3 Ms. Michèle Sioen, for a period of two years, expiring at the end of the Annual General Meeting to be held in 2028, and to establish her independence within the meaning of Article 7:87 of the Companies and Associations Code and Principle 3.5 of the 2020 Corporate Governance Code, since (i) it appears from the information available to the Company and the information provided by Ms. Michèle Sioen that she meets all the criteria set out in that Principle; and (ii) the Board of Directors expressly confirms that it has no indication of any element that might put her independence into question. Her remuneration is set in accordance with the Remuneration Policy and Article 36 of the articles of association.
4.4 Mr. Leslie Teo, for a period of four years, expiring at the end of the Annual General Meeting to be held in 2030, and to establish his independence within the meaning of Article 7:87 of
Sofina - Convening notice AGM - 13 May 2026
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the Companies and Associations Code and Principle 3.5 of the 2020 Corporate Governance Code, since (i) it appears from the information available to the Company and the information provided by Mr. Leslie Teo that he meets all the criteria set out in that Principle; and (ii) the Board of Directors expressly confirms that it has no indication of any element that might put his independence into question. His remuneration is set in accordance with the Remuneration Policy and Article 36 of the articles of association.
4.5 Mr. Rajeev Vasudeva, for a period of three years, expiring at the end of the Annual General Meeting to be held in 2029, and to establish his independence within the meaning of Article 7:87 of the Companies and Associations Code and Principle 3.5 of the 2020 Corporate Governance Code, since (i) it appears from the information available to the Company and the information provided by Mr. Rajeev Vasudeva that he meets all the criteria set out in that Principle; and (ii) the Board of Directors expressly confirms that it has no indication of any element that might put his independence into question. His remuneration is set in accordance with the Remuneration Policy and Article 36 of the articles of association.
4.6 Mr. Felix Goblet d'Alviella, for a term of three years up to and including the Annual General Meeting to be held in 2029. His remuneration is set in accordance with the Remuneration policy and Article 36 of the articles of association.
5 Renewal of the Statutory Auditor's mandate and setting of its remuneration
The mandate as Statutory Auditor of Ernst and Young Réviseurs d'Entreprises SRL, a limited liability company incorporated under Belgian law (société à responsabilité limitée/besloten vennootschap), having its registered office at Kouterveldstraat 7B, 1831 Diegem, Belgium, and registered with the Crossroads Bank for Enterprises under number 0446.334.711 (RLE Brussels), represented by its permanent representatives Mr. Christophe Boschmans and Ms. Sarah Dupuis, auditor, expires at the end of the Annual General Meeting to be held on 13 May 2026.
Proposal to renew the mandate as Statutory Auditor of EY Réviseurs d'Entreprises SRL, represented by its permanent representatives Mr. Christophe Boschmans and Ms. Sarah Dupuis, auditor, for a period of three years ending at the end of the 2029 Annual General Meeting and to set its fees at EUR 114,000 per year (excluding VAT and expenses).
6 Approval of a change of control clause pursuant to Article 7:151 of the Companies and Associations Code
Pursuant to Article 7:151 of the Companies and Associations Code, the General Meeting has exclusive authority to approve provisions granting third parties rights that substantially affect the Company's assets or give rise to a substantial debt or obligation on its part, where the exercise of such rights depends on the launch of a public takeover bid for the Company's shares or on a change of control over it.
In this context, the change of control clause set out in Clause 6.3 of the Terms and Conditions included in the Information Memorandum dated 7 November 2025 relating to the issuance on 13 November 2025 of EUR 600 million fixed rate bonds with a eight-year maturity and a $3.707\%$ coupon is submitted for approval to the General Meeting.
The aforementioned clause authorises each bondholder, at its own initiative, to require the Company to repay the principal amount of its bonds, together with any accrued but unpaid interest thereon, in the event of a change of control of the Company (as defined in the Terms and Conditions).
Proposal to approve the change of control clause set out in Clause 6.3 of the Terms and Conditions included in the Information Memorandum dated 7 November 2025, in accordance with Article 7:151 of the Code of Companies and Associations.
7 Miscellaneous
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Participation formalities
Shareholders will be invited to vote on each of the resolutions by a vote indicating their decision, either in favour either against, either by abstaining.
In order to attend the Annual General Meeting, to be represented, to add items to the agenda or to ask questions, the shareholders must comply with the following provisions, in accordance with the articles of association and the provisions of the Companies and Associations Code:
1. Registration date
The right to participate in the Meeting is granted only to shareholders whose securities are registered in their name on the record date, set at midnight (Belgian time) on Wednesday 29 April 2026. To do so, they must, at the latest on that date:
- for holders of registered shares: be registered in the Company's shareholders' register;
- for holders of dematerialised shares: be registered as holders of dematerialised shares of the Company with an authorised account holder or settlement institution.
Only persons registered as shareholders at that date and time will be entitled to attend and vote (in person or by proxy) at the Meeting.
2. Confirmation of attendance
Shareholders registered in the shareholders' register or registered as holders of dematerialised shares of the Company on the aforementioned record date of Wednesday 29 April 2026 who wish to participate in the Annual General Meeting must give notice of their wish to participate in the Meeting no later than 3.00pm (Belgian time) on Thursday 7 May 2026, as follows:
- for holders of registered shares: send (preferably by e-mail) to the Company the attendance notification form attached to their individual convening notice, duly completed;
- for holders of dematerialised shares: send to Euroclear Belgium, through an authorised account holder or settlement institution, a certificate certifying the number of dematerialised shares for which they wish to participate in the Annual General Meeting.
Only holders of registered shares or dematerialised shares who have completed the formalities described above by Thursday 7 May 2026 at 3.00pm (Belgian time) will be entitled to participate in the Meeting.
3. Powers of attorney
Shareholders wishing to vote by proxy must complete the proxy form attached to their convening notice or available on the Company's website (www.sofinagroup.com) (under the heading "Governance" and then "General Meetings") and submit the signed form to the Company (by mail or e-mail) or to Euroclear Belgium (by mail or e-mail) by Thursday 7 May 2026 at 3.00pm (Belgian time) at the latest. A scanned or photographed copy of the proxy form is sufficient.
In accordance with Article 7:130, §3 of the Companies and Associations Code, in case new items are added to the agenda and/or new proposals for decisions for the Meeting, a new proxy form, allowing the principal to give the proxyholder specific voting instructions in this respect, will be made available to the shareholders by the Company by Tuesday 28 April 2026 at the latest.
Shareholders are requested to read and carefully follow the instructions on the proxy form in order to be validly represented at the Meeting. As indicated in the proxy form, shareholders who have not completed the voting instructions will be deemed to vote in favour of all proposed resolutions.
Sofina – Convening notice AGM – 13 May 2026
Shareholders who wish to be represented must comply with the registration and confirmation of participation procedure described above.
4. Right to add items to the agenda and to submit proposals for decisions
One or more shareholders who together hold at least 3% of the share capital of the Company may add items to the agenda of the Meeting and submit proposals for resolutions on items included or to be included on the agenda of the Meeting, by means of a written notification to the Company by Tuesday 21 April 2026 at the latest. Such notice must be accompanied by written proof of the 3% shareholding and full contact details to which Sofina may send an acknowledgement of receipt.
If applicable, the Company will publish a completed agenda and an amended proxy form by Tuesday 28 April 2026 at the latest. The items on the agenda and proposals for decisions to be added will only be discussed at the Meeting if the required fraction of the capital is registered on the registration date in the name of the requesting shareholder(s) and if written proof thereof is provided.
5. Right to ask questions
Shareholders may ask written questions to the Board of Directors and to the Statutory Auditor prior to the Meeting, by submitting such questions by mail or e-mail to the Company by Thursday 7 May 2026 at 3.00pm (Belgian time) at the latest.
Such questions will be answered in the Meeting provided that (i) they relate to the matters on the agenda of the Meeting, (ii) the answer thereto does not prejudice the interests of Sofina or the confidentiality undertakings entered into, (iii) the shareholder asking the question is registered on the record date of Wednesday 29 April 2026 and has complied with the registration and participation formalities and (iv) they have been transmitted to the Company in accordance with the formalities and within the time limits set out above.
Shareholders who attend the webcast of the Meeting will not be able to ask questions during the Meeting.
6. Webcast of the Meeting
The Company organises a webcast of the Meeting.
Only holders of shares who have duly complied with the registration and participation formalities specified above will be able to access the webcast of the Meeting. The information required to access this webcast will be sent by e-mail to the shareholders who have ticked this option on the attendance notice form and who have communicated their e-mail address to the Company.
7. Documents and information
The documents relating to the Meeting, if applicable, the amended agenda and the proposed resolutions, can be consulted on the Company's website at www.sofinagroup.com (under "Governance" and then "General Meetings"). Shareholders wishing to obtain further information on how to participate in the Meeting or to make the above-mentioned notifications are invited to contact either the Company or Euroclear Belgium at one of the following addresses (preferably by e-mail):
| SOFINA SA | EUROCLEAR BELGIUM |
|---|---|
| General Secretariat | Issuer Relations Department |
| Rue de l'Industrie, 31 | Boulevard du Roi Albert II, 1 |
| 1040 Brussels | 1210 Brussels |
| e-mail: [email protected] | e-mail: [email protected] |
| Tél.: +32 (0) 2 551 06 11 | Tél.: +32 (0) 2 337 59 00 |
Sofina - Convening notice AGM - 13 May 2026
Shareholders are invited to arrive 30 minutes before the start of the Annual General Meeting, in order to facilitate the compilation of the attendance list.
The Annual Report 2025 is available on Sofina's website (www.sofinagroup.com). It will be sent in hard copy to the shareholders who have requested it. Printed versions of the Annual Report will also be available on the day of the Meeting.
In the framework of the organisation of its general meetings, Sofina processes information about its shareholders which constitutes "personal data". Sofina considers the protection of such personal data an important matter and has therefore adopted a Privacy Policy, available at https://www.sofinagroup.com/general-privacy-policy/.
The Company invites its shareholders to carefully read this Privacy Policy, which sets out in more detail in which context the Company processes its shareholders' personal data and explains their rights (including a right of access, rectification and objection to direct marketing as well as, in certain circumstances, a right of erasure, restriction of processing, data portability and a right to object to other forms of processing) and the Company's obligations in that respect.
THE BOARD OF DIRECTORS
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