Tessenderlo Group nv — AGM Information 2022

Sep 16, 2022

NOT FOR FURTHER RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE UNITED KINGDOM OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

TESSENDERLO GROUP Public Limited Company Troonstraat 130, 1050 Brussels 0412.101.728 RPR Brussels, Dutch speaking section (the Company)

IMPORTANT NOTICE

THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS BEING PROVIDED TO YOU IN ACCORDANCE WITH THE REQUIREMENTS OF BELGIAN LAW AND ONLY IN YOUR CAPACITY AS SHAREHOLDER OF THE COMPANY FOR PURPOSES OF YOUR EXERCISE OF VOTING RIGHTS IN THE COMPANY AND IN NO OTHER CAPACITY AND CANNOT BE USED OR RELIED ON FOR ANY OTHER PURPOSE OR FOR ANY OTHER DECISION INCLUDING ANY INVESTMENT DECISION TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE ANY SECURITIES (OR ANY OFFER OR THE SOLICITATION OF AN OFFER TO DO SO).

THE OFFER OF SECURITIES IN EXCHANGE FOR OTHER SECURITIES DESCRIBED IN THIS DOCUMENT IS NOT BEING MADE IN OR INTO, AND IS NOT CAPABLE OF ACCEPTANCE IN OR FROM, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN AND THE UNITED KINGDOM OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE THE EXTENSION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE (OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE, SUBSCRIBE FOR, SELL OR EXCHANGE), ANY SECURITIES IN OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE UNITED KINGDOM OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION AND ANY SUCH OFFER (OR SOLICITATION) MAY NOT BE EXTENDED IN ANY SUCH JURISDICTION. ANY SECURITIES DISCUSSED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS ADDRESSED SOLELY TO YOU AND THE PUBLICATION, DISTRIBUTION, MAILING, FORWARDING OR TRANSMISSION OF THIS DOCUMENT OR THE INFORMATION CONTAINED HEREIN TO ANY OTHER PERSON MAY VIOLATE THE US SECURITIES ACT OR OTHER APPLICABLE LAWS.

CONVENING NOTICE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING – OCTOBER 18, 2022

The board of directors of the Company is honoured to invite its shareholders to the extraordinary general shareholders' meeting of the Company, scheduled on October 18, 2022 as of 10:30 a.m.

The extraordinary general shareholders' meeting can only validly deliberate on the agenda and resolution proposals, when the shareholders who, in person or by proxy, participate in this meeting represent at least half of the capital. In the event the aforementioned attendance quorum is not reached, a new extraordinary general shareholders' meeting will be convened on November 8, 2022 at 10:30 a.m. at the registered office of the Company, with the same agenda and resolution proposals. This second extraordinary general shareholders' meeting will validly deliberate and decide irrespective of the percentage of the capital that is participating or represented at that meeting.

The resolution proposals set out in the agenda of the extraordinary general shareholders' meeting will only be validly adopted when they receive at least 75% of the votes cast, in accordance with the article 7:153 of the Belgian Code of Companies and Associations.

Enclosed you will find a proxy for the extraordinary general shareholders' meeting, to be used in case you wish to be represented at the meeting by a proxy holder, and all other documentation with regard to this meeting. You can also find the proxy form on the Company's website (www.tessenderlo.com).

The meeting will take place at the registered office of the Company – Troonstraat 130, 1050 Brussels. If the corona measures would not allow a physical meeting, the Company will communicate about the further organization on its website.

AGENDA EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

1. Reports in accordance with articles 7:179 and 7:197 of the Code of Companies and Associations

Examination and discussion of (i) the special report of the board of directors on the proposed capital increase by contribution in kind referred to under item 2, in which a description of the contribution in kind, its importance for the Company, a substantiated valuation and the consideration that will be provided in return are set out, and (ii) the special report of the statutory auditor on the proposed capital increase by contribution in kind referred to under item 2, in which the valuation applied by the managing body and the valuation methods employed are examined.

2. Within the framework of the voluntary and conditional public exchange offer, decision to increase the capital by contribution in kind of shares in the company Picanol NV

Preliminary explanations:

On July 8, 2022, the Company announced its intention to launch a voluntary and conditional public exchange offer for the shares of Picanol NV, a public limited company under Belgian law, with registered office at Steverlyncklaan 15, 8900 Ieper, company number 0405.502.362 (hereinafter "Picanol").

On September 6, 2022, the board of directors of the Company has approved the effective launch of the voluntary and conditional public exchange offer on all shares of Picanol (the "Exchange Offer"), and for this purpose the Company has formally submitted its offer to the FSMA on September 7, 2022, in accordance with article 5 of the Royal Decree of April 27, 2007 on public takeover bids. The Exchange Offer relates to all 17,931,766 shares which will be issued by Picanol at that time in exchange for up to 42,318,967 new shares of the Company (the "New Shares"). The Exchange Offer is however not being made in or into, and is not capable of acceptance in or from, the United States, Australia, Canada, Japan and the United Kingdom or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction.

The offering will be effective from the opening date of the offering period as it will be stated in the prospectus which, after approval by the FSMA, will be made available to the public in accordance with the applicable rules and subject to the conditions contained therein.

Proposed resolution:

In order to implement the Exchange Offer, the general meeting decides to increase the capital of the Company by a maximum amount of EUR 212,042,949.64, whereby an issue premium for a maximum amount of EUR 1,505,820,233.16 will be booked on an available equity account, by the offer of public exchange for a maximum of 42,318,967 New Shares in consideration for the contribution of a maximum number of 17,931,766 shares representing the capital of Picanol.

The general meeting decides that the capital increase will take place according to the following modalities:

1. The New Shares are being offered for public subscription in consideration of a contribution in kind of Picanol shares, in accordance with the exchange ratio 1 share of Picanol gives right to 2.36 New Shares of the Company. Any fractions of New Shares that should be issued on the basis of the aforementioned exchange ratio to a particular holder of Picanol shares (i.e. thus on the basis of his total number of Picanol shares contributed to the Exchange Offer), will be settled in cash. More specifically, for the fraction of the New Share that should be issued, a cash consideration will be paid, which will be calculated as follows: fraction of New Share x EUR 40.59 = cash consideration (the result will be rounded to two decimal places, whereby above 0.005 will be rounded up and below 0.005 will be rounded down).

2. 1. Should the number of Picanol shares contributed be less than the number of Picanol shares required to fully subscribe to the capital increase decided hereunder (i.e. 17,931,766 Picanol shares at the maximum amount of the capital increase decided hereunder (i.e. EUR 212,042,949.64, whereby an issue premium for a maximum amount of EUR 1,505,820,233.16 shall be booked on an available equity account), then the capital and the issue premium shall be increased pro rata to the amount of the subscriptions received (i.e. with the value of the Picanol shares contributed in the Exchange Offer).
3. 1. The New Shares to be issued by the Company pursuant to the underlying capital increase by contribution in kind shall be ordinary shares and shall enjoy the same rights as the existing shares. They will share in the result of the Company as of January 1, 2023 and will be issued with coupon nr. 77 attached.
4. 1. The issue premium, equal to the difference between the value of the contribution and the fractional value of the New Shares, will be booked on an available "issue premium" account.

This decision is made under the suspensive condition of obtaining all necessary authorisations from each competent public authority.

3. Powers concerning the capital increase

Proposed resolution:

The general meeting decides to grant all powers to two directors of the Company, present or future, acting together and with the right to delegate this power, in order to perform all necessary or useful acts to ensure the implementation, in all its aspects, of the resolution under item 2 on the agenda, including the power to amend or supplement them without being able to deviate from it, including:

• 1. the determination of the fulfilment of the condition precedent of the decision to increase the capital by contribution in kind referred to in agenda item 2;
• 1. the result of the Exchange Offer, the number of new shares to be issued, their payment in full, the corresponding realisation of the capital increase and the subsequent amendment of the articles of association, on one or more occasions, to be determined authentically.

4. Transfer of unavailable issue premiums to an available equity account

Proposed resolution:

The general meeting decides to transfer the full amount of the (unavailable) issue premiums to an available equity account.

The general meeting also decides to amend the articles of association in order to stipulate that, in the event of a future capital increase accompanied by the payment of a share premium, the share premium will be placed, at the discretion of the body deciding on the terms of the capital increase (i.e. the general meeting or the board of directors), on an unavailable or available account under equity on the liabilities side of the balance sheet.

The articles of association will be amended as follows for this purpose:

1. In article 6 of the articles of association, the following two paragraphs will be added:

"Shares can be issued below, above or with the fractional value of the existing shares of the same type, with or without an issue premium. If the capital increase includes an issue premium, the body determining the terms of the capital increase (the general meeting or the board of directors) shall decide whether the issue premium shall be booked on an available or unavailable equity account. If the issue premium is booked on an unavailable equity account, it shall (like the capital) constitute the guarantee of third parties and may only be reduced or cancelled by a resolution of the general meeting, deliberating under the conditions required by article 7:208 of the Belgian Code of Companies and Associations, without prejudice to the right of the board of directors and the general meeting to convert all or part of this issue premium into capital and the right of the general meeting to make all or part of the issue premium available."

1. In article 7, the first sentence of the fourth paragraph will be deleted. This sentence is the following:

"If a capital increase decided on by the board of directors includes an issue premium, the amount thereof, after deduction of any costs, shall automatically be booked in the unavailable account called "Issue premiums" which, like the capital, shall constitute the guarantee of third parties and may only be reduced or cancelled by a resolution of the general meeting deliberating under the conditions required by article 7:208 of the Belgian Code of Companies and Associations, may be reduced or cancelled, without prejudice to the right of the board of directors stipulated in the previous paragraph to convert all or part of this issue premium into capital."

5. Amendment of the articles of association

Proposed resolution:

The general meeting decides to clarify the Company's articles of association on some points by making the following amendments:

1. In the first paragraph of article 10, the following sentence shall be added:

"Any existing shareholder or third party who subscribes for new shares in the Company as a result of a capital increase and who immediately pays for them has the choice of receiving the newly issued shares in registered or dematerialised form."

1. In article 12, the third and fourth paragraphs are replaced by the following two paragraphs:

"The board of directors is expressly authorised to dispose of the securities acquired pursuant to a previous authorisation or otherwise with application of article 7:215 of the Belgian Code of Companies and Associations, or pursuant to what is stipulated in article 7:216 of the Belgian Code of Companies and Associations, on the stock exchange or in any other manner in accordance with the statutory provisions, without limitation in time and including a disposal to one or more specific persons other than the staff. The board of directors is also expressly authorised to destroy own shares acquired by the company on the basis of the foregoing authorisation or otherwise with application of article 7:215 of the Belgian Code of Companies and Associations, or on the basis of what is stipulated in article 7:216 of the Belgian Code of Companies and Associations, to have this destruction determined by notarial deed and to amend and coordinate the articles of association, in particular the number of shares in the articles of association, to bring them in line with the decisions thus taken. The authorisation to destroy own shares acquired by the company may be used without limitation in time.

The aforementioned provisions shall also apply to the acquisition, disposal and destruction of the aforementioned securities of the Company by its directly controlled subsidiaries and persons acting in their own name but on behalf of such subsidiaries, in accordance with the provisions of articles 7:221 and 7:222 of the Belgian Code of Companies and Associations."

6. Powers

Proposed resolution:

The general meeting decides to grant all powers to two directors of the Company, present or future, acting together and with the right to transfer this power, in order to perform all necessary or useful acts to ensure the implementation, in all its aspects, of the resolution passed under agenda items 4 and 5.

The general meeting decides to grant notary Hisette all the powers for the filing and publication of this document, the coordination of the articles of association following the decisions taken, as well as for the completion of all formalities to be carried out within the framework of the decisions taken, with the possibility of delegation.

ADMISSION PROCEDURE:

In order to be admitted to the extraordinary general shareholders' meeting as a shareholder and to vote in person or by proxy, the shareholders need to comply with article 7:134, §2 of the Belgian Code of Companies and Associations and article 25 of the articles of association of the Company. To fulfil these conditions, the shareholders must adhere to the following instructions:

Holders of registered shares must:

• be registered in the share register of the Company on October 4, 2022 at midnight (Belgian time) (the Date of Registration), for at least the number of shares with which they wish to be registered on the Date of Registration and with which they wish to participate in the extraordinary general shareholders' meeting; and
• confirm to the Company that they wish to participate in the extraordinary general shareholders' meeting at the latest on October 12, 2022 at midnight (Belgian time) (see hereafter for contact details).
• By decision of the extraordinary general shareholders' meeting of July 10, 2019 the loyalty voting right has been introduced. As a consequence, each share which has been fully paid up and which is registered in the name of the same shareholder in the register of registered shares since at least two uninterrupted years, gives right to a double vote in accordance with the Belgian Code of Companies and Associations. The right to double vote is defined at the Registration Date, i.e. on October 4, 2022 at midnight Belgian time.

Holders of dematerialised shares must:

• have a certificate drawn up by an authorized account holder or settlement institution (Bank Degroof, Belfius Bank, BNP Paribas Fortis, ING and KBC Bank) which:
  • o confirms the registration of the shares held by the shareholder in the accounts of the authorized account holder or settlement institution on October 4, 2022 at midnight (Belgian time) (the Date of Registration); and
  • o expresses the wish to participate in the extraordinary general shareholders' meeting and confirms the number of shares with which they want to participate in the meeting.
• deliver this certificate to the Company at the latest on October 12, 2022 at midnight (Belgian time) (see hereafter for contact details) or have this delivered by one of the aforementioned institutions.

PROXY

The holders of securities may be represented by a proxy holder at the extraordinary general shareholders' meeting in accordance with article 7:143 of the Belgian Code of Companies and Associations and article 26 of the articles of association. Holders of securities are invited to designate a proxy holder using the forms prepared by the Company, available on the Company's website (www.tessenderlo.com) and at the Company's registered office.

The appointment of a proxy holder by a shareholder is made in writing or by electronic means and must be signed by the shareholder, as the case may be with an electronic signature in accordance with the applicable Belgian legislation.

The designation of a proxy holder will occur in accordance with the applicable Belgian legislation, in particular the applicable rules concerning conflicts of interests.

Signed proxies must reach the Company by e-mail and the original by post at the latest on October 12, 2022 at midnight (Belgian time) (see hereafter for contact details).

Holders of securities wishing to designate a proxy must, in any case, comply with the admission procedure as set forth above.

RIGHT TO HAVE ITEMS PUT ON THE AGENDA AND TO SUBMIT RESOLUTION PROPOSALS

In accordance with article 7:130 of the Belgian Code of Companies and Associations, shareholders who, alone or jointly, hold at least 3% of the capital of the Company, are entitled to add new items to the agenda of the extraordinary general shareholders' meeting, and to file resolution proposals in relation to existing or new agenda items of this meeting.

The proposed new agenda items and resolution proposals must (i) be accompanied of the text of the topics to be discussed and the corresponding resolution proposals, or of the text of the resolution proposals to be added to the agenda; (ii) be accompanied of the proof of possession of the aforementioned percentage of the capital on the date of the request; and (iii) mention the postal or e-mail address to which the Company can send the acknowledgement of receipt of this request within 48 hours after it has been received.

The proposals must reach the Company (see hereafter for contact details) at the latest on September 26, 2022 at midnight (Belgian time). The Company will publish a revised agenda by October 3, 2022 at the latest, if it has received within the aforementioned period one or more valid requests to add new items or new resolution proposals to the agenda.

RIGHT TO ASK QUESTIONS

In accordance with article 7:139 of the Belgian Code of Companies and Associations, all holders of shares, are entitled to submit written questions to the directors and the statutory auditor prior to the extraordinary general shareholders' meeting or to orally ask questions during the meeting.

Questions in writing must be submitted beforehand and will only be answered if the shareholder involved has complied with the above criteria for admission in accordance with article 7:134 of the Belgian Code of Companies and Associations and if the written questions are received by the Company at the latest on October 12, 2022 at midnight (Belgian time) (see hereafter for contact details).

More information concerning these rights and its application conditions is provided on the website of the Company (www.tessenderlo.com).

AVAILABILITY OF DOCUMENTS

In accordance with article 7:129 of the Belgian Code of Companies and Associations all documents relating to the extraordinary general shareholders' meeting are accessible on the website of the Company (www.tessenderlo.com).

As from the date of publication on the website of the Company, holders of shares may also take note of such documents on business days and during normal office hours, at the registered office of the Company, Troonstraat 130, 1050 Brussels, and/or obtain at no cost copies of same.

CONTACT DETAILS OF THE COMPANY

Any communication of a holder of shares to the Company pursuant to this convening notice, should be addressed to Tessenderlo Group NV, for the attention of the legal department, Troonstraat 130, 1050 Brussels, and a copy by e-mail to GM-Admin@tessenderlo.com.

MISCELLANEOUS

In order to be able to attend the extraordinary general shareholders' meeting, the holders of shares or their proxies must be able to prove their identity (ID/passport). The representatives of companies must provide a copy of the documents proving their identity and their competences to represent these companies. We request the

shareholders to present themselves, to the extent possible, 45 minutes before the extraordinary general shareholders' meeting in order to facilitate the composition of the attendance list.

Limited parking space is available at our underground car park at Waversesteenweg 212.

DATA PROTECTION

The Company is responsible for the processing of the personal data it receives from shareholders, holders of other securities issued by the Company (as, for example, bonds) and proxy holders in the context of the extraordinary general shareholders' meeting in accordance with the applicable data protection legislation. The Company will lawfully process personal data to comply with legal obligations, to fulfil a legitimate interest or based on consent.

The processing of such personal data will in particular take place for the analysis and management of the attendance and voting procedure in relation to the extraordinary general shareholders' meeting and for the management of the nominative shareholders' register, in accordance with the applicable legislation. The personal data will not be stored any longer than necessary in light of the aforementioned objectives. The rights that shareholders, holders of other securities issued by the Company and proxy holders can assert towards the Company in accordance with the applicable data protection legislation are set out on https://www.tessenderlo.com/en/privacy-policy.

DISCLAIMER

The offer of securities in exchange for other securities is not being made in or into, and is not capable of acceptance in or from, the United States, Australia, Canada, Japan and the United Kingdom or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. This document does not constitute the extension of an offer to acquire, purchase, subscribe for, sell or exchange (or the solicitation of an offer to acquire, purchase, subscribe for, sell or exchange), any securities in or into the United States of America, Australia, Canada, Japan, the United Kingdom or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction. Any securities discussed in this document have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder. There will be no public offering of securities in the United States.

The board of directors