Unifiedpost Group SA — AGM Information 2026

Jun 4, 2026

BANQUP GROUP SA

Limited liability company (“société anonyme”)

Avenue Reine Astrid 92A
1310 La Hulpe
0886.277.617
RLE Brabant Wallon

(the Company)

Minutes of the annual general meeting held on 19 May 2026 (the AGM)

On May 19, 2026, the AGM of the Company was held at Buzzy Nest, Avenue Reine Astrid 92A, 1310 La Hulpe, Brussels.

OPENING OF THE AGM – PRELIMINARY REMARKS

The AGM opens at 07:00 P.M. (CET) under the chairmanship of the chairman of the board of directors of the Company, in accordance with article 40 of the Company’s articles of association, PDMT Investments LLC, permanently represented by Mr. Peter Mulroy (hereafter the Chairman).

The Chairman welcomes all shareholders to this AGM of the Company. The Chairman states that the board of directors of the Company (the Board of Directors) has decided to hold the AGM physically in the presence of the holders of securities of the Company, their proxy holders or others who have the right to attend this AGM.

A. FORMALITIES

COMPOSITION OF THE BUREAU AND PRESENCE OF THE BOARD

In accordance with article 40 of the Company’s articles of association, the Chairman appoints Mathias Baert as secretary of the AGM (the Secretary). The Secretary will assist the Chairman with technical matters and will be responsible for counting the votes cast by the shareholders at the occasion of this AGM. The Chairman proposes to also appoint Mathias Baert as scrutineer (the Scrutineer), which is approved by the shareholders. The Chairman, the Secretary and the Scrutineer together constitute the bureau of the AGM.

The Chairman indicates that, in addition to himself, the following members of the Board are present:
- Beco Global Consulting LLC, permanently represented by Nicolas de Beco;
- Marie-Ange Marx;

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• Crescemus BV, permanently represented by Pieter Bourgeois.

CONVENING NOTICE

The convening notice with respect to the present AGM was published in accordance with article 7:128 and 7:129 of the Belgian Code on Companies and Associations thirty days in advance by means of:

• an announcement on the Company's website dated April 17, 2026
• through media channels accessible throughout the European Economic Area.

Copies of the initial publications are submitted to the bureau and initialled by the members of the bureau. These will be kept in the files of the Company.

The holders of registered shares, holders of subscription rights and the statutory auditor were convened. The directors waived all notice periods and notice requirements in respect of the AGM, as well as the right to receive the above-mentioned reports and documents, in accordance with articles 7:128 and 7:132 of the Belgian Code on Companies and Associations and the articles referring thereto.

In addition, as from April 17, 2026, the following documentation has been made available to the public and the holders of securities issued by the Company on the Company's website (www.unifiedpost.com):

• a proxy form to allow holders of shares issued by the Company to be represented at the AGM by a proxyholder; and
• the documents to be submitted to the AGM as referred to in the agenda.

COMPOSITION OF THE AGM – ATTENDANCE LIST

The registration date of the AGM was 5 May 2026, at 23:59:59 (CET). In accordance with article 7:134 of the Belgian Code on Companies and Associations and article 33 of the Company's articles of association, only persons owning securities issued by the Company on the aforementioned registration date were entitled to participate and, as the case may be, vote at the present AGM. In a register designated by the Board of Directors, (i) the name and address or registered office of each security holder who has notified the Company of its intention to participate in the AGM, (ii) the number of securities such security holder possessed on the registration date, as well as (iii) a description of the documents which indicate that such security holder owned the securities on the registration date, were registered.

In addition, an attendance list has been prepared indicating (i) the identity of the security holders who participate in the AGM, (ii) the domicile or registered office of such security holders, (iii) if applicable, the identity of the proxyholders of such security holders, and (iv) the number of shares with which such security holders are participating in the voting.

The attendance list and the register are submitted to the bureau, and are subsequently closed, initialled and signed by the members of the bureau. The attendance list and the register will be kept in the files of the Company together with the minutes of this AGM.

All holders of securities issued by the Company who are represented at the AGM, included in the aforementioned lists, have complied with the formalities in order to participate in the present AGM in accordance with the Company's articles of association and the Belgian Code on Companies and Associations and as set out in the convening notice.

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The certificates which have been filed with respect to dematerialized shares, the letters or emails submitted with respect to registered shares (as the case may be), and the proxies that have been submitted by the shareholders, will be kept in the files of the Company together with the minutes of this AGM.

The Company's share capital amounts to EUR 329.256.015,82 and is represented by 37.141.654 shares, without nominal value, each representing the same fraction of the Company's share capital. Based on the aforementioned attendance list and the verification of the admission to the AGM, it appears that 23.646.374 shares in total or 63.67% of the outstanding and existing shares, are present or represented at the AGM.

Are also present to the AGM and have signed a separate attendance list:
- the statutory auditor, BDO Réviseurs D'Entreprises SRL (CBE0431.088.289), represented by Mrs. Ellen Lombaerts;
- with the approval of the AGM, certain employees and members of the Company's management who participate in organizing the meeting.

QUORUM

According to the Belgian Code on Companies and Associations, there is no quorum requirement for the deliberation and voting on the respective items referred to in the aforementioned agenda of the AGM.

VOTING RIGHTS – MAJORITY

Each of the proposed resolutions under the respective items included in the aforementioned agenda shall be passed if it is approved by a simple majority of the votes validly cast. Each share is entitled to one (1) vote.

AGENDA

The Chairman recalls that the present AGM has the following agenda items:

1. Communication of the Board of Directors' annual report and the statutory auditor's report on the statutory financial statements for the financial year closed on 31 December 2025.

Comment of the Board of Directors: pursuant to articles 3:5 and 3:6 of the Belgian Code on Companies and Associations, the Board of Directors has drafted an annual report in which it accounts for its management. Furthermore, the statutory auditor has drafted a detailed report in accordance with articles 3:74 and 3:75 of the Belgian Code on Companies and Associations. Both reports are available for consultation on the website as from the date of the convening notice. These reports do not need to be approved by the shareholders.

1. Approval of the remuneration report as included in the annual report of the Board of Directors on the statutory financial statements closed on 31 December 2025.

Proposed resolution: approval of the remuneration report for the financial year closed on 31 December 2025.

1. Approval of the statutory financial statements closed on 31 December 2025 including the proposed allocation of the result.

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Proposed resolution: approval of the statutory financial statements closed on 31 December 2025 showing a loss in the amount of EUR 3.557.595,48 and of the proposed allocation of the result of EUR 76.489.371,32 as losses carried forward.

1. Communication of the consolidated financial statements of the Company for the financial year closed on 31 December 2025 as well as the annual report of the Board of Directors and the statutory auditor's report on those consolidated financial statements.

Comment of the Board of Directors: pursuant to article 3:32 of the Belgian Code on Companies and Associations, the Board of Directors has drafted a report on the 2025 consolidated financial statements. Furthermore, the statutory auditor has drafted a detailed report pursuant to article 3:80 of the Belgian Code on Companies and Associations. Both reports are available for consultation on the website as from the date of the convening notice. These reports do not need to be approved by the shareholders.

1. Nomination and re-nomination of Company directors.

Comment of the Board of Directors: the mandates of (i) Sofias BV (permanently represented by Hans Leybaert), (ii) SFPIM NV (permanently represented by Leon Cappaert), (iii) Fovea BV (permanently represented by Katya Degrieck), (iv) Risus Sports BV (permanently represented by Katrien Meire), (v) First Performance AG (permanently represented by Michael Kleindl) and (vi) Ange-Marie Marx as directors of the Company expire at the close of this Annual General Meeting. After advice of the Nomination and Remuneration Committee, the Board of Directors proposes the following (re-)appointments.

Proposed resolutions:

(i) the General Meeting decides to re-appoint SFPIM NV, with company number 0253.445.063, permanently represented by Leon Cappaert, as non-executive director of the Company, for a term of 4 years, that will end immediately after the Ordinary General meeting of 2030. The curriculum vitae of Mr. Leon Cappaert is available for consultation on the website. The director will receive an annual remuneration in accordance with the approved remuneration policy.

(ii) the General Meeting decides to re-appoint First Performance AG, with company number 0781.484.854, permanently represented by Michael Kleindl, as non-executive director of the Company, for a term of 4 years, that will end immediately after the Ordinary General meeting of 2030. The Board of Directors confirms that, based on the information available to the Company, First Performance AG, permanently represented by Michael Kleindl, qualifies as an independent director in accordance with the independence criteria set out in Article 7:87, §1 of the Belgian Code on Companies and Associations, the 2020 Belgian Corporate Governance Code, and the Company's Corporate Governance Charter. The curriculum vitae of Mr. Michael Kleindl is available for consultation on the website. The director will receive an annual remuneration in accordance with the approved remuneration policy.

(iii) the General Meeting decides to re-appoint Fovea BV, with company number 0892.568.165, permanently represented by Katya Degrieck, as independent director of the Company, for a term of 4 years, that will end immediately after the Ordinary General meeting of 2030. The Board of Directors confirms that, based on the information available to the Company, Fovea BV, permanently represented by Katya Degrieck, qualifies as an independent director in accordance with the independence criteria set out in Article 7:87, §1 of the Belgian Code on Companies and Associations, the 2020 Belgian Corporate Governance Code, and the Company's Corporate Governance Charter. The curriculum vitae of Mrs.

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Katya Degrieck is available for consultation on the website. The director will receive an annual remuneration in accordance with the approved remuneration policy.

(iv) the General Meeting decides to appoint AS Partners BV, with company number 0466.690.556, permanently represented by Stefan Yee, as non-executive director of the Company, for a term of 4 years, that will end immediately after the Ordinary General Meeting of 2030. The curriculum vitae of Mr. Stefan Yee is available for consultation on the website. The director will receive an annual remuneration in accordance with the approved remuneration policy.

The Chairman further informs the shareholders that Ahok BV, permanently represented by Mr Koen Hoffman, shall resign as director of the Company with effect from the close of this AGM.

The AGM acknowledges that the mandates of (i) Sofias BV, permanently represented by Mr Hans Leybaert, as director and managing director, (ii) Risus Sports BV, permanently represented by Ms Katrien Meire, as director, and (iii) Ms Ange-Marie Marx, as director of the Company, shall expire at the close of this AGM and shall not be renewed, and further takes note of (iv) the resignation of Ahok BV, permanently represented by Mr Koen Hoffman, with effect from the close of this AGM.

1. Approval of the change of control clause contained in the shareholder loan agreement (art. 7:151 BCCA).

Comment of the Board of Directors: on 7 January 2026, the Company entered into a shareholder loan agreement with certain participating shareholders for an aggregate amount of EUR 5.450.000 which can be extended to EUR 6.000.000. In accordance with article 7:151 of the Belgian Code on Companies and Associations, the Board of Directors submits the change of control clause contained in this agreement for approval by the General Meeting. This clause provides that upon any person or group of persons (excluding the reference shareholders: Sofias BV, PE Group NV, Alychlo NV, NN Group NV, any management investor, and their respective affiliates and related funds) acquiring ownership and control of more than 30% of the issued voting share capital of the Company, each lender may require immediate prepayment of all amounts outstanding under the shareholder loan by written notice, or alternatively exercise a conversion right into newly issued shares of the Company.

Proposed resolution: proposal to approve the change of control clause contained in the shareholder loan agreement dated 7 January 2026, pursuant to which each lender may require prepayment or exercise a conversion right upon a change of control of the Company, in accordance with article 7:151 of the Belgian Code on Companies and Associations.

1. Discharge to all members of the Board of Directors of the Company that were in charge for the execution of their mandate in 2025.

Proposed resolution: approval to grant discharge to all individual members of the Board of Directors that were in charge in 2025 for the execution of their mandate for the financial year closed on 31 December 2025

1. Discharge to the statutory auditor.

Proposed resolution: approval to grant discharge to BDO Réviseurs D'Entreprises SCRL (CBE 0431.088.289), represented by Mrs. Ellen Lombaerts, for the execution of its mandate as statutory auditor of the Company during the financial year closed on 31 December 2025.

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1. Appointment of the commissioner responsible for the "assurance" of the CSRD sustainability report from the date of this General Meeting until the General Meeting of 2028.

Proposed resolution: in accordance with the recommendation by the Board of Directors and upon recommendation of the Audit Committee, the appointment of BDO Réviseurs D'Entreprises SRL (CBE 0431.088.289), represented by Mrs. Ellen Lombaerts, responsible for the "assurance" of the sustainability report of the CSRD, as of the date of this General Meeting until the General Meeting of 2028. The fee for this assignment amounts to EUR 60.000,00 per year (excluding VAT, expenses, IBR contribution and any flat-rate expense allowance for technology and compliance costs) for this assignment.

1. Power of Attorney.

Proposed resolution: granting of a power of attorney to Mr. Mathias Baert and Mrs. Hilde Debontridder, choosing as address Avenue Reine Astrid 92A, 1310 La Hulpe, Belgium, as extraordinary proxy holders, with the right to act individually and with powers of sub-delegation, to whom they grant the power, to represent the Company regarding the fulfilment of the filing and disclosure obligations as set out in the Belgian Code on companies an associations and all other applicable legislation. This power of attorney entails that the aforementioned extraordinary proxy holders may take all necessary and useful actions and sign all documents relating to these filing and disclosure obligations, including but not limited to file the aforementioned decisions with the competent registry of the commercial court, with a view to publication thereof in the Annexes to the Belgian Official Gazette.

VALIDITY OF THE CONVENING AND THE COMPOSITION OF THE AGM

The aforementioned statements by the Chairman are verified and approved by the AGM. Subsequently, the AGM declares and confirms that it has been validly convened and is validly constituted, and that it is authorized to deliberate and vote on the items on the agenda of the AGM.

B. PRESENTATIONS AND QUESTION

PRESENTATIONS

Before the deliberations and voting commence, CEO Nicolas de Beco and CFO Koen De Brabander present an overview of the business and key financial figures related to the annual report and statutory financial statements. Additionally, Mrs. Ellen Lombaerts, representing the statutory auditor BDO Réviseurs D'Entreprises, provides her feedback. These presentations are attached in full to these minutes.

QUESTIONS

In accordance with article 6, §3 of the Belgian Royal Decree dated 9 April 2020, shareholders who complied with the above conditions for admission, had the right to submit questions in writing by email with respect to the agenda items to the directors and/or the statutory auditor prior to this AGM no later than 13 May 2026, as set forth in the convening notice with respect to this present AGM. The following questions from shareholders were received:

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1. Could the Board confirm whether any discussions are currently ongoing with Francisco Partners, as senior lender under the Company's senior facilities agreement, regarding a potential conversion of the Principal Senior Facility (EUR 25.0 million plus accrued PIK interest since inception) into Company equity, and if so, what valuation mechanism would be applied?

Answer CEO: Currently there are no ongoing discussion with Francisco Partners.

1. Could the Board clarify the conversion mechanics under the shareholder loan agreement dated 7 January 2026, in particular (i) the conversion price and reference period used to determine it, and (ii) whether the conversion right is exercisable in the alternative to, or cumulatively with, the prepayment right upon a change-of-control event?

Answer CEO: All details relating to the shareholder loan are set out in the press release and the annual report available on the Company's website.

In addition, the shareholders also have the right to ask some questions during the AGM. The following questions are asked:

1. What is Banqup Group's current market share, and who are its largest competitors?

Answer CEO: A good parameter to measure market share is the number of Peppol registrations. Based on this metric, Banqup currently holds an estimated 6% market share in Belgium.

One of the main competitors, Billit, indicated in a LinkedIn post that it has a market share of approximately 15–16%. In the same communication, Billit also mentioned that it processed around 10 million invoices during Q1 2026. We believe Banqup's processing volumes are already very close to these levels, although our customer base differs somewhat in profile and composition.

For France, Banqup is targeting a market share of approximately 10–15% by the end of 2026.

1. Why do the G&A expenses remain relatively high, particularly given that seven divestments have already been completed? Does management expect further reductions in these expenses during 2026?

Answer CFO: There are certainly plans to further reduce G&A expenses. Currently, this cost category includes expenses related to Management, HR, Legal, and Finance, as well as exceptional costs such as legal fees related to the divestments and costs associated with the Francisco Partners loan.

Management is actively working on further reductions in 2026, and lowering these expenses is clearly one of the key focus areas for the year.

C. DELIBERATIONS AND RESOLUTIONS

Upon proposal by the bureau, the AGM starts with the deliberation on the items on the agenda.

SUBMISSION OF DOCUMENTATION

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The Secretary of the AGM submits to the AGM the following documentation that has been mentioned in the items on the agenda of the AGM:

• the annual report of the Board of Directors on the statutory financial statements for the financial year ended on 31 December 2025;
• the statutory auditor's report on the statutory financial statements for the financial year ended on 31 December 2025;
• the remuneration report as included in the annual report of the Board of Directors on the statutory financial statements for the financial year ended on 31 December 2025;
• the statutory financial statements closed on 31 December 2025 including the proposed allocation of the result;
• the consolidated financial statements of the Company for the financial year closed on 31 December 2025;
• the annual report of the Board of Directors on the consolidated financial statements for the financial year ended on 31 December 2025;
• the statutory auditor's report on the consolidated financial statements for the financial year ended on 31 December 2025;
• the CV's of Katya Degrieck, Leon Cappaert, Michael Kleindl and Stefan Yee.

The Secretary states that these documents have been made available to the directors, the statutory auditor and the holders of securities issued by the Company in accordance with the Company's articles of association and the Belgian Code on Companies and Associations. The documents concerned will be kept in the files of the Company together with the minutes of this AGM. The AGM releases the Secretary from reading the documentation that has been submitted.

DELIBERATION AND VOTING

1. Communication of the Board of Directors' annual report and the statutory auditor's report on the statutory financial statements for the financial year closed on 31 December 2025.

This agenda item requires no further resolution.

1. Approval of the remuneration report as included in the annual report of the Board of Directors on the statutory financial statements closed on 31 December 2025.

After deliberation, the approval with respect to this agenda item is passed with a majority of 50.57% as follows:

• votes approving: 11.800.598
• votes disapproving: 11.535.713
• abstentions: 310.063

Resolution: the remuneration report for the financial year closed on 31 December 2025 is approved by the AGM.

1. Approval of the statutory financial statements closed on 31 December 2025 including the proposed allocation of the result.

Submission of the statutory financial statements closed on 31 December 2025.

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After deliberation, the approval with respect to this agenda item is passed with a majority of 98.47% as follows:

• votes approving: 22.976.499
• votes disapproving: 356.890
• abstentions: 312.985

Resolution: approval of the statutory financial statements closed on 31 December 2025 showing a loss in the amount of EUR 3.557.595,48 and of the proposed allocation of the result of EUR 76.489.371,32 as losses carried forward.

1. Communication of the consolidated financial statements of the Company for the financial year closed on 31 December 2025 as well as the annual report of the Board of Directors and the statutory auditor's report on those consolidated financial statements.

This agenda item requires no further resolution.

1. Nomination and re-nomination of Company directors.

(i) Re-appoint SFPIM NV, with company number 0253.445.063, permanently represented by Leon Cappaert, as non-executive director of the Company, for a term of 4 years, that will end immediately after the Ordinary General meeting of 2030.

After deliberation, the agenda item has passed with a majority of 97.96%. This decision is made as follows:

• votes approving: 23.135.656
• votes disapproving: 480.690
• abstentions: 30.028

Resolution: The re-appoint of SFPIM NV, with company number 0253.445.063, permanently represented by Leon Cappaert, as non-executive director of the Company is approved.

(ii) Re-appoint First Performance AG, with company number 0781.484.854, permanently represented by Michael Kleindl, as non-executive director of the Company, for a term of 4 years, that will end immediately after the Ordinary General meeting of 2030.

After deliberation, the agenda item has passed with a majority of 74.56%. This decision is made as follows:

• votes approving: 17.042.753
• votes disapproving: 5.813.560
• abstentions: 790.061

Resolution: The re-appointment of First Performance AG, with company number 0781.484.854, permanently represented by Michael Kleindl, as non-executive director of the Company is approved.

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(iii) Re-appoint Fovea BV, with company number 0892.568.165, permanently represented by Katya Degrieck, as independent director of the Company, for a term of 4 years, that will end immediately after the Ordinary General meeting of 2030.

After deliberation, the agenda item has passed with a majority of 71.53%. This decision is made as follows:

• votes approving: 16.438.406
• votes disapproving: 6.541.482
• abstentions: 666.486

Resolution: The re-appoint of Fovea BV, with company number 0892.568.165, permanently represented by Katya Degrieck, as independent director of the Company is approved.

(iv) Appoint AS Partners BV, with company number 0466.690.556, permanently represented by Stefan Yee, as non-executive director of the Company, for a term of 4 years, that will end immediately after the Ordinary General Meeting of 2030.

After deliberation, the agenda item has passed with a majority of 99.87%. This decision is made as follows:

• votes approving: 23.587.255
• votes disapproving: 30.691
• abstentions: 28.428

Resolution: The appoint of AS Partners BV, with company number 0466.690.556, permanently represented by Stefan Yee, as non-executive director of the Company is approved.

1. Approval of the change of control clause contained in the shareholder loan agreement (art. 7:151 BCCA).

After deliberation, the approval with respect to this agenda item is passed with a majority of 73.05% as follows:

• votes approving: 17.274.836
• votes disapproving: 6.371.538
• abstentions: 0

Resolution: the change of control clause contained in the shareholder loan agreement is approved by the AGM.

1. Discharge to all members of the Board of Directors of the Company that were in charge for the execution of their mandate in 2025.

After deliberation, the agenda item has passed with a majority of 98.41%. This decision is made as follows:

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• votes approving: 22.962.122
• votes disapproving: 371.267
• abstentions: 312.985

Resolution: The AGM grants discharge to all members of the Board of the Company for the execution of their mandate for the financial year closed on 31 December 2025.

8. Discharge to the statutory auditor.

After deliberation, the approval with respect to this agenda item is passed with a majority of 98.43% as follows:

• votes approving: 23.275.107
• votes disapproving: 371.267
• abstentions: 0

Resolution: The AGM grants discharge to BDO Réviseurs D'Entreprises SRL (CBE0431.088.289), represented by Mrs. Ellen Lombaerts, for the execution of its mandate as statutory auditor of the Company during the financial year closed on 31 December 2025.

9. Appointment of the commissioner responsible for the "assurance" of the CSRD sustainability report from the date of this General Meeting until the General Meeting of 2028.

After deliberation, the approval with respect to this agenda item is passed with a majority of 99.87% as follows:

• votes approving: 23.587.256
• votes disapproving: 30.690
• abstentions: 28.428

Resolution: The AGM approves to appointment of BDO Réviseurs D'Entreprises SRL (CBE 0431.088.289), represented by Mrs. Ellen Lombaerts, responsible for the "assurance" of the sustainability report of the CSRD, as of the date of this General Meeting until the General Meeting of 2028. The fee for this assignment amounts to EUR 60.000,00 per year (excluding VAT, expenses, IBR contribution and any flat-rate expense allowance for technology and compliance costs) for this assignment.

10. Power of Attorney.

After deliberation, the approval with respect to this agenda item is passed with a majority of 99.87% as follows:

• votes approving: 23.615.684
• votes disapproving: 30.690

• abstentions: 0

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Resolution: The AGM resolves to grant a power of attorney to Mr. Mathias Baert and Mrs. Hilde Debontridder, choosing as address Avenue Reine Astrid 92A, 1310 La Hulpe, Belgium, as extraordinary proxy holders, with the right to act individually and with powers of sub-delegation, to whom they grant the power, to represent the Company regarding the fulfilment of the filing and disclosure obligations as set out in the Belgian Code on companies an associations and all other applicable legislation. This power of attorney entails that the aforementioned extraordinary proxy holders may take all necessary and useful actions and sign all documents relating to these filing and disclosure obligations, including but not limited to file the aforementioned decisions with the competent registry of the commercial court, with a view to publication thereof in the Annexes to the Belgian Official Gazette.

D. CLOSING OF THE AGM – SIGNATURE

The AGM is closed at 8:30 P.M. (CET).

The Chairman concluded by mentioning that the minutes of this meeting will be finalised in the coming days and will be signed by the members of the bureau as well as by any shareholder who wants to sign the minutes in accordance with article 43 of the Company's articles of association. No shareholder makes any request in this respect.

These minutes will be kept in the files of the Company.

Signed by the members of the bureau:

THE CHAIRMAN

PDMT Investments LLC, permanently represented by Peter Mulroy

THE SECRETARY/SCRUTENEER

Mathias Baert

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ATTENDANCE LIST

Name securities holder	No. Shares	Proxy holder
Bert Vingerhoets	1.700	N/A
AMV123	1.047.369	Michel Delloye
Alychlo	6.583.637	Pieter Bourgeois
Wout Maes	1	N/A
Van Bosstraeten Nico	1.120	N/A
Stefaan De Boeck	98.500	N/A