Van de Velde NV — Proxy Solicitation & Information Statement 2026

Mar 27, 2026

Van de Velde

Notice convening the ordinary shareholders' meeting of Wednesday 29 April 2026

The Board of Directors of the NV that has the status of a listed company "VAN DE VELDE" with registered office at Lageweg 4, 9260 Schellebelle, with company registration number 0448.746.744, register of legal entities Ghent, division Dendermonde, invites its shareholders on Wednesday 29 April 2026 at 5 pm, at the company's registered office to participate in the ordinary shareholders' meeting.

Agenda of the ordinary shareholders' meeting of 29 April 2026

1. Reading, discussion and clarification of the consolidated annual financial statements and of the consolidated annual report for the financial year 2025.
2. Cognizance of the statutory and consolidated audit report of the Statutory Auditor for the financial year 2025.
3. Approval of the statutory annual financial statements and the statutory annual report of the financial year 2025.

Proposed decision: 'The Shareholders' Meeting approves the statutory annual financial statements and the statutory annual report for the financial year ended on 31 December 2025.'

1. Approval of the remuneration report and the sustainability report as part of the annual report for the financial year ended on 31 December 2025.

Proposed decision: 'The Shareholders' Meeting approves the remuneration report and sustainability report as part of the annual report for the financial year ended on 31 December 2025.'

1. Approval of the amended remuneration policy.

Proposed decision: 'The Shareholders' Meeting approves the amended remuneration policy.'

1. Approval of the proposed appropriation of result.

Proposed decision: 'The Shareholders' Meeting approves the proposed appropriation of result for the financial year ended on 31 December 2025.'

1. Discharge of the members of the Board of Directors and of the Statutory Auditor.

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Proposed decision: 'The Shareholders' Meeting grants discharge by special vote of the Directors and of the Statutory Auditor in post during the financial year 2025 with respect to the exercise of their duties during the financial year.'

1. Cognizance of the resignation as director of Herman Van de Velde NV, permanently represented by Herman Van de Velde, with effect from 29 April 2026.

2. Appointment and reappointment of directors

Proposed decision:

“a) The Shareholders’ Meeting reappoints at the proposal of the Board of Directors assisted by the Nomination- and Remuneration committee, YJC BV, permanently represented by Yvan Jansen, as non-executive director for a term of three years until the ordinary shareholders’ meeting in 2029.

b) The Shareholders’ Meeting reappoints at the proposal of the Board of Directors assisted by the Nomination- and Remuneration committee, Veronique Laureys, as non-executive director for a term of three years until the ordinary shareholders’ meeting in 2029.

c) The Shareholders’ Meeting reappoints at the proposal of the Board of Directors assisted by the Nomination- and Remuneration committee, PARCInvest BV, permanently represented by Christian Salez, as non-executive director for a term of three years until the ordinary shareholders’ meeting in 2029.

d) The Shareholders’ Meeting reappoints at the proposal of the Board of Directors assisted by the Nomination- and Remuneration committee and after a reading of the report of the works council, BVHX BV, permanently represented by Bruno Vanhoorickx, as independent director as described in article 7:87 of the Belgian Code on Companies and Associations, for a term of three years until the ordinary shareholders’ meeting in 2029.

The Board of Directors states that there is no indication the independence of BVHX BV can be doubted and that the criteria in §3.5 of the Corporate Governance Code are met.

e) The Shareholders’ Meeting appoints at the proposal of the Board of Directors assisted by the Nomination- and Remuneration committee, Lien Van de Velde, as non-executive director for a term of three years until the ordinary shareholders’ meeting in 2029.

f) The Shareholders’ Meeting appoints at the proposal of the Board of Directors assisted by the Nomination- and Remuneration committee, Evelyn Krott, as non-executive director for a term of three years until the ordinary shareholders’ meeting in 2029.

Non-executive directors receive an annual remuneration of 20.000 EUR in cash for their mandate as director, whereby the Nomination and Remuneration Committee may allow to convert this amount into Van de Velde shares for each director. Independent directors receive an annual remuneration of 20.000 EUR in cash and 20.000 EUR in Van de Velde shares for their mandate as director. The Chairman of the Board of Directors receives an annual remuneration of 50.000 EUR in cash and 50.000 EUR in Van de Velde shares for his mandate as chairman. For each mandate these non-executive directors

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hold in the Audit and Risk Committee and/or the Nomination and Remuneration Committee, they receive an additional annual remuneration of 3.750 EUR in cash and 3.750 EUR in Van de Velde shares (or 7.500 EUR in cash and 7.500 EUR in Van de Velde shares in the case of committee chairmanship).

g) The Shareholders' Meeting reappoints at the proposal of the Board of Directors assisted by the Nomination- and Remuneration committee, Karel Verlinde CommV, permanently represented by Karel Verlinde, as director for a term of three years until the ordinary shareholders' meeting in 2029."

10. Limited assurance engagement regarding the consolidated sustainability information – Confirmation of the statutory auditor's mandate

Proposed decision: 'Upon the proposal of the Board of Directors, acting on the recommendation of the Audit and Risk committee and upon nomination by the works council, and pending the transposition of the CSRD Directive into national law, the general shareholders' meeting of 24 April 2024 appointed the statutory auditor PwC Bedrijfsrevisoren BV, with registered office at 1831 Diegem, Culliganlaan 5, to carry out a limited assurance engagement regarding the consolidated sustainability information. In accordance with Article 3:60 §2 of the Belgian Code on Companies and Associations, this company has designated Lien Winne BV to carry out the mandate, with Lien Winne, statutory auditor, as its permanent representative.

This decision of the Company's general shareholders' meeting, held on 24 April 2024, is hereby reconfirmed as provided in Article 3:58 §6, in conjunction with Article 3:61 §6, of the Belgian Code on Companies and Associations.

The mandate expires after the general shareholders' meeting that is to approve the sustainability information as at 31 December 2026. The remuneration for this engagement amounts to EUR 60,000 (excluding VAT, expenses, IBR contribution, and the flat-rate compensation/allowance for technology and compliance costs), subject to annual adjustments based on the evolution of the consumer price index or as agreed between the parties.

PRACTICAL PROVISIONS

To attend the meeting, the stockholders of securities are requested to comply with the stipulations of Article 29 of the articles of association.

A. Registration and notification of participation

The stockholders may participate in the shareholders' meeting and exercise their voting rights with respect to the securities they hold at midnight (Belgian time) on the Registration date, being 15 April 2026, for registered shares by their listing in the companies' share register or for dematerialised shares by their registration on the account of a recognised account holder or a settlement institution for the shares this shareholder wishes to participate in the

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shareholders' meeting, regardless the amount of stocks they hold on the day of the shareholders' meeting.

For dematerialised shares the shareholder must request a certificate from its recognised account holder, settlement institution or financial intermediary proving the number of shares the shareholder held on the Registration Date and on which basis the shareholder has expressed the intention to participate in the shareholders' meeting. The holders of dematerialised shares who wish to attend the meeting must notify a recognised banking institution that they wish to participate in the shareholders' meeting and submit the abovementioned certificate no later than 23 April 2026 (before closing time).

The holders of registered stock listed in the share register on the Registration Date who wish to attend the meeting must notify the Board of Directors in writing no later than 23 April 2026 of their intention to attend this meeting and the number of shares on which basis they wish to participate in the shareholders' meeting – either by letter to Van de Velde NV, Lageweg 4, 9260 Schellebelle or by email (sabine.hostens@vandevelde.eu).

Only individuals that are a shareholder of the company on the Registration Date and that have confirmed their participation as described above are permitted to participate in the shareholders' meeting and cast their vote.

B. Representation by proxy

The holders of securities may designate a proxy holder to represent them at the shareholders' meeting in accordance with the provisions of Article 30 of the articles of association and should use the proxy form available at the Company's registered office or on the Company website (www.vandevelde.eu – Investor relations – Corporate Governance – Shareholders meeting). These proxy forms must be completed in full, signed and filed with a recognised banking institution or addressed to the company by 23 April 2026 – either by letter to Van de Velde NV, Lageweg 4, 9260 Schellebelle or by email (sabine.hostens@vandevelde.eu).

The shareholders are asked to follow the instructions on the proxy form to ensure they are legally represented during the shareholders' meeting.

Any designation of a proxy holder must occur in accordance with the applicable Belgian legislation, particularly with regard to conflicts of interest and the keeping of a register.

The shareholders that wish to be represented must comply with the abovementioned registration and confirmation procedure.

C. Adding agenda items

In accordance with Article 7:130 of the Belgian Code on Companies and Associations, one or more shareholders who individually or jointly hold three per cent (3%) of the capital of the company can have one or more items put on the agenda of the shareholders' meeting and submit proposed resolutions with regard to the items on the agenda or to be added to the agenda. These agenda items and/or proposed resolutions must be addressed to the Board of Directors no later than 7 April 2026 – either by letter to Van de Velde NV, Lageweg 4, 9260 Schellebelle or by email

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(sabine.hostens@vandevelde.eu). For more information about these rights and how they are exercised, see the Company's website (www.vandevelde.eu – Investor relations – Corporate Governance – Shareholders meeting).

The new agenda will be published at the Company's website no later than 14 April 2026.

The proxies that are reported to the company prior to the announcement of the new agenda will remain valid for the items on the agenda to which they apply. The proxy holder can deviate from any instructions of the principal with regard to the items on the agenda for which new proposed resolutions have been formulated, if carrying out that instruction would damage the principal's interests. In such cases, the proxy holder must notify the principal of this.

D. Right to ask questions

A question-and-answer session is scheduled during the shareholders' meeting. Shareholders have the opportunity to submit written questions prior to the shareholders' meeting. These questions will be discussed during the question and answer session. Questions should be addressed to the Board of Directors by 23 April 2026. They can be submitted in writing to the address of the company or sent electronically to the following email address: sabine.hostens@vandevelde.eu.

E. Documents

The annual brochure, the draft financial statements, the annual report, the remuneration report and the report of the Statutory Auditor, the remuneration policy and the other information as stated in Article 7:129, §3 of the Belgian Code on Companies and Associations are available at the registered office of the company and also at the Company website (www.vandevelde.eu – Investor relations – Corporate Governance – Shareholders meeting).

F. Start

To facilitate the smooth completion of the formalities, the stockholders are asked to present themselves for registration on the day of the shareholders' meeting no later than fifteen (15) minutes before the start of the shareholders' meeting.

DATA PROTECTION

The company is the controller of personal data that it collects or receives from shareholders and the holders of a proxy in the context of the ordinary shareholders' meeting. The processing is based on a legal obligation, namely to support the organization and the proceedings of the ordinary shareholders' meeting. The invitations, registration, presence and voting will be stored by us for a term of maximum 10 years after the concerned ordinary shareholders' meeting. The data includes, among other things, identification data, the number and type of shares of a shareholder issued by the company, proxies and voting instructions. These data can also be transferred to third parties with the aim to support the company in relation to the above mentioned. We would like to refer you to our privacy policy for more information. You are free to consult our privacy policy on our website www.vandevelde.eu. You have

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the right to access and correct your personal data at any given moment in accordance with the General Data Protection Regulation. You can contact us by e-mail (privacy@vandevelde.eu) if you have any questions or remarks in relation to this information or if you want to exercise your rights as an interested party.

The Board of Directors

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