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VGP NV AGM Information 2026

May 8, 2026

4022_rns_2026-05-08_a1b4a76e-830c-4b8c-b434-1199c6b79861.pdf

AGM Information

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Docusign Envelope ID: 33BEEF1B-0654-8E12-8084-4857EA60D67D

VGP

English translation for information purposes only

VGP NV
Limited liability company
Generaal Lemanstraat 55, box 4
2018 Antwerp

Company number 0887.216.042
Register of Legal Entities – Antwerp, division Antwerp
VAT BE 0887.216.042

(the "Company")

Minutes of the annual shareholders’ meeting of ‘VGP’ NV
held at The Mills, Molenstraat 54, 2018 Antwerpen,
Belgium, on Friday 8 May 2026

  1. Composition of the panel

The meeting is opened at 10:00 and chaired by Mr. Bart Van Malderen. Mr. Piet Van Geet acts as Secretary. The CEO, Jan Van Geet is appointed as Scrutinizer and thus complete the Bureau.

  1. Composition of the meeting

2.1 The Chairman establishes following attendance:

(a) Are present or represented the shareholders as indicated on the attendance list attached hereto.

(b) Are present the following Directors:

  • VM invest NV, represented by Mr Bart Van Malderen;
  • Jan Van Geet s.r.o represented by Mr Jan van Geet;
  • Gaevan BV, represented by Mrs Ann Gaeremynck;

(c) The Statutory Auditors also attend the Meeting. The Statutory Auditor, KPMG, is represented by Mrs Melissa Carton and Frederic Poesen.

2.2 The Secretary submits to the Bureau the supporting documents of the notices convening the meeting that were published and circulated on 8 April 2026. On the same day, all underlying documents and reports were also published on VGP’s website.

The Secretary also provides the Bureau with a copy of the convening letters in Dutch and English addressed on 8 April 2026 to the shareholders, the certificates from the banks regarding the owners of dematerialized securities, the correspondence or proxies and the remote votes of the registered shareholders, as well as the proxies and the remote votes of the holders of dematerialized securities, a

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Docusign Envelope ID: 33BEEF1B-0654-8E12-8084-4857EA60D67D

VGP

English translation for information purposes only

copy of the annual report of the Board of Directors and the Auditor’s reports relating to the 2025 financial year, and the annual accounts as at 31 December 2025.

According to the attendance list, which was checked by the Secretary and the Scrutinizer, the shareholders present or represented held 21,329,767 shares, i.e. 78.16% of the capital, representing 36,403,291 votes.

The meeting is therefore validly constituted to deliberate on the following agenda:

  1. Presentation and discussion of the annual report of the Board of Directors and the report of the statutory auditor on (i) the annual accounts and (ii) the consolidated annual accounts for the financial year ending 31 December 2025.

  2. Acknowledgement of the consolidated annual accounts for the financial year ending 31 December 2025.

  3. Acknowledgement and approval of the annual accounts for the financial year ending 31 December 2025 and allocation of the results, including distribution of the result - dividend.

Proposed resolution: The shareholders’ meeting approves the annual accounts for the financial year ending 31 December 2025. The shareholders’ meeting approves the allocation of the results as proposed by the Board of Directors, including the payment of a gross dividend for a total amount of EUR 92,790,460.80 (EUR 3.40 per share). All decisions concerning the payment, including the determination of the payment date as well as all other formalities relating to the payment of the dividend are delegated to the Board of Directors.

  1. Acknowledgement and approval of the remuneration report for the financial year ending 31 December 2025.

Proposed resolution: The shareholders’ meeting approves the remuneration report for the financial year ending 31 December 2025.

  1. Acknowledgement and approval of the remuneration policy

Proposed resolution: The remuneration policy of the Company, as approved by the ordinary general meeting on 14 May 2021, must be resubmitted for approval. The proposed new remuneration policy does not contain any significant material changes and is rather a continuation of the originally approved remuneration policy. The general meeting fully approves the proposed new remuneration policy for a period of four years (financial years 2026 up to and including 2029).

  1. Release from liability to be granted to the directors and to the respective permanent representatives of the legal entity-directors.

Proposed resolution: The general meeting grants, by separate vote, discharge to each of the directors and to each of the respective permanent representatives of the corporate directors for the exercise of their mandates during the financial year ended on 31 December 2025, and, where applicable, only for the period during which they were in office during the past financial year. The discharge granted to the independent director Katherine Reiche applies until the acceptance of her resignation as of 9 May 2025.

  1. Release from liability to be granted to the statutory auditor.

Proposed resolution: The shareholders’ meeting resolves that the statutory auditor be released from any liability arising from the performance of its duties during the financial year ending 31 December 2025.

  1. Special powers of attorney.

Proposed resolution: The shareholders’ meeting resolves to grant the broadest powers to the Board of Directors and/or one or more designated directors to execute the decisions taken by the shareholders’ meeting regarding the above agenda items.

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Docusign Envelope ID: 33BEEF1B-0654-8E12-8084-4857EA60D67D

VGP

English translation for information purposes only

3. Explanation and answering session

3.1 Prior to voting, the CEO, Jan Van Geet and CFO, Piet Van Geet give a presentation on the annual results 2025 and the evolution of the Group during the first four months of 2026.

3.2 The Chairman confirms that prior to this Meeting no written questions have been received by the Board of Directors or the Statutory Auditor of the Company with regard to the reports and agenda items.

3.3 The shareholders have the opportunity to ask further questions, which are being answered.

3.4 The meeting, acknowledging that it has been informed of the consolidated financial statements for the financial year ending 31 December 2025 (which are described in detail in the Annual Report 2025), the annual report of the Board of Directors and the reports of the Statutory Auditor relating to the financial year 2025, agrees not to read aloud these documents.

4. Deliberation - Voting

After deliberation the following decisions are made:

4.1 Acknowledgement of (i) reports of the Board of Directors and Statutory Auditor on the annual and consolidated annual accounts for the financial year ending 31 December 2025; and (ii) the annual accounts and consolidated annual accounts for the financial year ending 31 December 2025. As these documents have been provided or made available in advance to all shareholders, present or represented, it is decided not to give a reading of them.

4.2 The meeting approves the annual accounts for the financial year ending 31 December 2025. The meeting approves the appropriation of the result as proposed by the Board of Directors, including the payment of a gross dividend of EUR 92,790,460.80 in total. This dividend corresponds to a gross dividend per share of EUR 3.40. The determination of the date of payment as well as all other formalities relating to the payment of the dividend are delegated to the Board of Directors.

Based on the votes cast, this resolution is adopted with a majority of 100% of the votes, that is 36,396,745 votes for, zero votes against and 6,546 abstention.

4.3 As the remuneration report was sent or made available, in advance of the meeting, to all shareholders, present or represented, no reading is given.

The meeting approves the remuneration report relating to the financial year ending 31 December 2025.

Based on the votes cast, this resolution was adopted with a majority of 90.83% of the votes, that is 32,771,443 votes in favour, 3,309,063 votes against and 322,785 abstention.

4.4 The Meeting approves the remuneration policy, which contains no significant changes and essentially constitutes a continuation of the remuneration policy originally approved on 14 May 2021.

Based on the votes cast, this resolution is adopted with a majority of 92.19% of the votes, being 33,262,745 votes in favor, 2,817,761 votes against, and 322,785 abstentions.

4.5 The meeting resolves, by a separate vote, that each of the directors and each of the respective permanent representatives of the legal entity-directors are released from any liability arising from the performance of their duties during the financial year ending 31 December 2025. The discharge granted to the independent director Katherina Reiche applies until the acceptance of her resignation as of 9 May 2025.

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Docusign Envelope ID: 33BEEF1B-0654-8E12-8084-4857EA60D67D

VGP

English translation for information purposes only

Based on the votes cast, this resolution was adopted with a majority of 98.19% of the votes, that is 35,736,691 votes in favour, 659,773 votes against and 6,827 abstention.

4.6 The meeting resolves that the statutory auditor be released from any liability arising from the performance of its duties during the financial year ending 31 December 2025.

Based on the votes cast, this resolution is adopted with a majority of 99.89% of the votes, i.e. 36,356,015 votes in favour, 40,449 votes against and 6,827 abstention.

4.7 The shareholders' meeting resolves to grant the broadest powers to the board of directors and/or one or more designated directors to execute the decisions taken by the shareholders' meeting regarding the above agenda items.

Based on the votes cast, this resolution is adopted with a majority of 99.98% of the votes, i.e. 36,394,647 votes in favour, 6,744 votes against and 1,900 abstention.

There are no other items to be discussed.

[Signature page follows]

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Docusign Envelope ID: 33BEEF1B-0654-8E12-8084-4857EA60D67D

VGP

English translation for information purposes only

5 Closing

All the items on the agenda having been dealt with, the meeting is closed at 12:00 a.m.

The minutes are being signed by the members of the Bureau

Chairman

Signed by:
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Secretary

Docusigned by:
img-1.jpeg

Bart Van Malderen

Piet Van Geet

Scrutinizer

Docusigned by:
img-2.jpeg

Jan Van Geet

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