Texaf S.A. — Proxy Solicitation & Information Statement 2026

Apr 10, 2026

TEXAF

Registered office: avenue Louise 130A, B-1050 Brussels (Belgium)

Register of Legal Entities number 0403.218.607 (Brussels)

The Board of Directors of TEXAF, SA (the "Company") invites the shareholders to the Shareholders' Meeting on Tuesday 12 May 2026 at 11 a.m. to discuss and vote on the items on the following agenda.

The meeting shall be held in person at TreeTop Asset Management, avenue des Francs 79, 1040 Etterbeek.

AGENDA

1. Presentation of the statutory and consolidated financial statements for the year ended 31 December 2025 and the management report of the Board of Directors.
2. Reports of the Statutory Auditor on the statutory and consolidated accounts as of 31 December 2025.
3. Resolution to approve the annual accounts as of 31 December 2025 and the allocation of the result. Proposal to distribute EUR 6,914,077, i.e. EUR 1.8857 (EUR 1.32 net) per share, payable as from 30 May 2026 at the counters of Belfius Bank for coupon no. 15.
4. Proposal to approve the variable remuneration of the executive directors.
5. Resolution to approve the remuneration report for the financial year 2025.
6. Resolution to grant discharge, by separate vote, to the directors for their management during the financial year 2025.
7. Resolution to grant discharge to the auditor for his auditing assignment during the financial year 2025.
8. Resolution to reappoint Mr Gérald Croonenberghs as director for a period of 3 years ending at the meeting of 2029.
9. Resolution to reappoint Mr William Croonenberghs as director for a period of 3 years ending at the meeting of 2029.
10. Resolution to reappoint the mandate of independent director of People Partners, represented by Mrs Nathalie Ulrich, for a period of 3 years ending at the meeting of 2029.
11. Proposal to reappoint Mrs Eline Pardaens as director for a period of 3 years ending at the meeting of 2029.
12. Resolution to reappoint the appointment of Mr Michel Gallez as director for a term of 3 years ending at the meeting of 2029.
13. Proposal to allocate an amount of €150,000 to social and cultural development projects in the DRC.

The Board of Directors

is pleased to invite the shareholders to a reception after the Meeting.

Avenue Louise 130A - Louizalaan B-1050 Brussels - 32 (02) 639.20.00 - www.texaf.be - info@texaf.be

BELFIUS bank: BE75 5502 6468 0051 - KBC bank BE23 7310 2113 8291

N° entreprise - Ondernimingsnr. BE.403.218.607 - RLP: 74.712

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ADMISSION FORMALITIES

Pursuant to the articles of association of the Company, a shareholder’s entitlement to vote at the Meeting in person or via an attorney-in-fact is dependent upon compliance with all the formalities described below:

(a) Registration of ownership of the shares in the name of the shareholder by 24 April 2026 at midnight (the “Registration Date”) as follows:

• as regards registered shares, by registering these shares in the name of the shareholder in the Company’s register of registered shares;

or

• as regards dematerialised shares, by registering these shares in the name of the shareholder in the accounts of an approved account holder or a clearing institution;

(b) As regards dematerialised shares, the original copy of a certificate issued by an approved account holder or a clearing institution attesting to the number of dematerialised shares owned by the shareholders on the Registration Date and by virtue of which he has declared his intention to attend the Meeting in accordance with point (c) below must be sent to the registered office or to a Belfius agency by no later than 4 May 2026;

and

(c) As regards nominatives shares, the shareholder must send an email to the email address info@texaf.be indicating his intention to attend the Meeting and the number of shares to be represented at the meeting. This email must reach the Company by no later than 4 May 2026.

Only those persons that are shareholders of the Company on the registration date shall be entitled to attend and vote at the Meeting.

APPOINTMENT OF ATTORNEYS-IN-FACT

Any shareholder may be represented at the Meeting by an attorney-in-fact. A shareholder may only appoint one person as his attorney-in-fact. All attorneys-in-fact must be appointed using the hard copy form issued by the Company. The signed original hard copy of this form must reach the Company by no later than 4 May 2026. This form may also be sent to the Company within the same deadline by email providing this email is signed electronically in accordance with the applicable Belgian legislation. The form appointing an attorney-in-fact can be obtained from the registered office of the Company or via the Company’s website (www.texaf.be).

Any appointment of an attorney-in-fact must comply with the applicable Belgian legislation, particularly in respect of conflicts of interest and record keeping.

IDENTIFICATION AND POWERS OF REPRESENTATION

To gain electronic access to the Meeting, the natural persons that intend to attend the meeting as share owners, attorneys-in-fact or representatives of a legal entity shall demonstrate proof of their identity and the representatives of legal entities must submit the documents attesting to their status as representatives or special attorneys-in-fact.

QUESTIONS RELATING TO THE ITEMS ON THE AGENDA

A Q&A session is scheduled to be held during the Meeting. Shareholders shall have the possibility to send their written questions to the Company relating to items on the agenda. These questions must be sent by email to the Company by no later than 4 May 2026 to the following address info@texaf.be. The questions that have been duly sent to the Company shall be presented during the Q&A session. Any questions addressed by a shareholder shall only be taken into consideration if the latter has complied with all the Meeting attendance formalities.

AMENDMENTS TO THE AGENDA

One or more shareholders owning together at least 3% of the registered capital in the Company may request that new items be placed on the agenda of the Meeting or new draft decisions relating to items already placed or to be placed on the agenda be discussed at the Meeting. Such a request shall only be valid if, on the date on which it reaches the Company, it is accompanied by a document attesting to the ownership of the shareholding referred to in the previous paragraph. As regards registered shares, this document must be a certificate attesting to the registration of the corresponding shares in the Company’s register of registered shares. As regards dematerialised shares, this document must be a certificate issued by an approved account holder or clearing institution attesting to the registration in their name of the corresponding number of dematerialised shares.

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The text of the new items or new draft decisions to be placed on the agenda must be signed and reach the Company in hard copy by no later than 17 April 2026. This text may also be sent to the Company within the same deadline by email providing this email is signed electronically in accordance with the applicable Belgian legislation. The Company shall publish an amended agenda by no later than 24 April 2026 if one or more requests to place new items or draft decisions on the agenda have reached the Company within the aforementioned deadline. In which case, the Company shall also make available to the shareholders new proxy and postal voting forms reflecting these new items or draft decisions. The Meeting shall examine the new items or draft decisions to be placed on the agenda at the request of one or more shareholders only if the latter have complied with all the Meting attendance formalities.

CONSULTATION OF DOCUMENTS

The annual board report and the documents that must be made available to the shareholders by law at the same time as this meeting notice are available on the Company's website (www.texaf.be), including the attendance form and the proxy appointment form..

COMMUNICATIONS TO THE COMPANY

The prior written questions relating to items on the agenda, the requests to amend the agenda of the Meeting, the proxy appointment forms, any certificate or other documents that have to be communicated to the Company pursuant to this meeting notice shall be addressed exclusively to TEXAF, S.A., avenue Louise 130A, B-1050 Brussels, Belgium (tel No. : +32(0)2 639.20.00/ email : info@texaf.be) in accordance with the terms and conditions specified in this notice.

The Board of Directors.

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PROXY FORM

The undersigned (1) ...

Street / No.: ...

Postal code/ Town/City: ... Country: ...

owner of ... shares in the public limited liability company ("société anonyme") TEXAF, having its registered office at avenue Louise, 130A, B-1050 Brussels (Belgium),

hereby appoints as special attorney-in-fact:

Mr./Ms./Mrs. ...

to represent him/her/it at the annual shareholders' meeting of said public limited liability company, which will be held electronically on Tuesday 12 May 2026 at 11 a.m., at TreeTop Asset Management, avenue des Francs 79, 1040 Etterbeek.

Granted in (place) ... on ... 2026.

Signature (2)

n.b.: Document to be sent to us by 4 May 2026 to info@texaf.be

(1) Surname, first names, full address.

(2) Signature preceded by the words "Valid for proxy".

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NOTICE OF ATTENDANCE

The undersigned (1) ...

Street / No.: ...

Postal code/ Town/City: ... Country: ...

declares that he/she/it (2) is the owner of ... registered shares in the public limited liability company ("société anonyme") TEXAF.

He/she/it will attend (2), in person/via an attorney-in-fact, the annual shareholders' meeting to be held on Tuesday 12 May 2026 at 11 a.m. at TreeTop Asset Management, avenue des Francs 79, 1040 Etterbeek, and will take part in the discussions and voting by exercising the rights attached to ... shares.

He/she/it requests that the electronic access codes be sent to him/her/it at the following addresses:

Email address...

Mobile telephone number: ...

Done in (place)..., on ... 2026.

Signature.

n.b. Document to be sent to us by 4 May 2026 to info@texaf.be

(1) Surname, first names, full address.

(2) Delete as appropriate. If the shareholder wishes to be represented by an attorney-in-fact, the proxy form attached herein must be completed, signed and appended to this notice of attendance.