Regulatory News:
AZELIS GROUP NV (the "Company") (Brussels:AZE):
The board of directors of the Company (the "Board of Directors") invites the shareholders of the Company to participate in the ordinary and extraordinary general meeting of shareholders ("General Meeting") of the Company which will take place on Wednesday 13 May 2026 at 11:00 am CEST at the registered office of the Company, Posthofbrug 12, 2600 Berchem, Belgium, to deliberate and decide on the agenda set out below.
Applicable participation formalities are detailed at the end of this convening notice. The Company uses the Lumi Connect platform (www.lumiconnect.com) to facilitate participation and voting in the ordinary and extraordinary General Meeting. The Board of Directors strongly recommends shareholders to make maximum use of the Lumi Connect platform to complete all participation formalities and to vote digitally and remotely at the ordinary and extraordinary General Meeting. The Lumi Connect platform is free of charge for shareholders.
There is no quorum requirement for the ordinary General Meeting. Without prejudice to applicable legislation, each share is entitled to one vote. Resolutions are validly adopted if at least the majority of the votes cast is in favour of a proposed resolution.
The extraordinary General Meeting will be held immediately following the ordinary General Meeting and will only validly deliberate on the items on its agenda if at least half of the capital is present or represented, in accordance with article 7:153 of the Belgian Code of Companies and Associations ("CCA"). If this condition is not met, a new extraordinary General Meeting with the same agenda will be convened for Thursday 4 June 2026 at 11:00 am CEST. This second extraordinary General Meeting will validly deliberate irrespective of the number of shares present or represented.
AGENDA
ORDINARY PART
The agenda of the ordinary General Meeting and the proposed resolutions are as follows:
1. Report of the Board of Directors and report of the statutory auditor on the consolidated annual accounts for the financial year ending 31 December 2025
Acknowledgment of the integrated annual report of the Board of Directors, including the sustainability information required by the European Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 on Corporate Sustainability Reporting (as amended from time to time) ("CSRD"), and of the report of the statutory auditor on the consolidated annual accounts for the financial year ending 31 December 2025.
2. Consolidated annual accounts for the financial year ending 31 December 2025
Acknowledgment of the consolidated annual accounts for the financial year ending 31 December 2025.
3. Report of the Board of Directors and report of the statutory auditor on the statutory annual accounts for the financial year ending 31 December 2025
Acknowledgment of the statutory annual report of the Board of Directors and of the report of the statutory auditor on the statutory annual accounts for the financial year ending 31 December 2025.
4. Approval of statutory annual accounts and allocation of the result
Discussion and approval of (i) the statutory annual accounts for the financial year ending 31 December 2025 drawn up by the Board of Directors and (ii) the proposed allocation of the result, including the granting of a power of attorney to the Board of Directors.
Proposed resolution: Approval of the statutory annual accounts for the financial year ending 31 December 2025, and of the proposed allocation of the result, including the approval of the allocation of EUR 332,016.67 to the legal reserves and a dividend payment of EUR 0.226 per share, currently resulting in an aggregate gross amount of €55.0 million, based on the number of shares outstanding at 31 December 2025. Granting of a power of attorney to the Board of Directors to determine the further terms of payment of the dividend.
5. Approval of remuneration report
The CCA requires the General Meeting to approve the remuneration report each year by separate vote. This report includes a description of the application of the Remuneration Policy during 2025 and information on remuneration of the members of the Board of Directors and of the Executive Committee. In response to feedback from investors and proxy advisors regarding the 2024 Remuneration Report, the Company has revised its disclosures to ensure enhanced clarity and transparency in the remuneration report, including comprehensive details on both financial and non-financial targets, such as the individual performance criteria under the Company's short-term incentive plan, the weighing and target-setting of performance conditions and the achievement thereof, as well as the termination provisions applicable to the contractual arrangements with each Executive Committee member.
Proposed resolution: Approval of the remuneration report included in the integrated annual report of the Board of Directors for the financial year ending 31 December 2025.
6. Approval of Remuneration Policy
The Remuneration Policy of the Company was approved by the General Meeting of 9 June 2022, with an amendment approved by the General Meeting of 8 June 2023, with effect as from 1 August 2022. In accordance with article 2:50 and article 7:89/1 of the CCA, this policy needs to be resubmitted for approval to the General Meeting at least every 4 years, or upon any substantial change. The Remuneration Policy, including the section dealing with the remuneration of the members of the Board of Directors and the Executive Committee, remains largely unchanged. Only proposed changes relate to (i) a technical clarification on the value of the shareholding required to be held by non-executive directors and members of the Executive Committee, and (ii) an update to the termination arrangements for the Group CEO following the CEO change in 2024, adding a cap of 12 months on the termination fee in accordance with article 7:92 of the CCA. During 2026, a deeper review will take place, reflecting the changes Azelis is undertaking today, which will result in a new remuneration policy, to be submitted for approval at the General Meeting in 2027. For more details on the total remuneration of the members of the Board of Directors and the Executive Committee during the year 2025, please refer to the remuneration report.
Proposed resolution: Approval of the Remuneration Policy, for a new 4-year period covering the financial years 2026 until and including 2029.
7. Discharge from liability to the directors
Proposed resolution: To grant discharge from liability to the directors who were in office for the exercise of their mandate during the financial year ending on 31 December 2025.
8. Discharge from liability to the statutory auditor
Proposed resolution: To grant discharge from liability to the statutory auditor for the exercise of its mandate during the financial year ending on 31 December 2025.
9. Appointment of Directors
Following the resignation of Cloudworks BV, with permanent representative Mr. Thijs Bakker as (executive) director on 31 December 2025, the Board of Directors has, as from 1 January 2026 and upon the recommendation of the Remuneration and Nomination Committee, appointed Aubolésama BV as (executive) director of the Company by means of co-optation in accordance with article 17, §1 of the articles of association and the CCA, for the remainder of the term of the mandate of Cloudworks BV. Aubolésama BV is represented by Mr. Boris Cambon-Lalanne as permanent representative for the execution of this mandate. The appointment of Aubolésama BV as a member of the Board of Directors by way of co-optation must be ratified by this General Meeting in order for this mandate to continue. In line with the Azelis Remuneration Policy, Aubolésama BV is remunerated as member of the Executive Committee of the Company and will not be remunerated for its mandate as (executive) director of the Company.
Following the voluntary resignation of Mr. Bert Janssens and Mr. Kristiaan Nieuwenburg as non-executive directors of the Company, nominated by EQT's subsidiary Akita I S. r. l., effective as of the end of the meeting of the Board of Directors held on 17 February 2026, the Board of Directors is composed of 4 independent directors and 2 executive directors. The Board of Directors, upon the recommendation of the Remuneration and Nomination Committee, is proposing to appoint Mr. Julian Francis and Mr. Miguel Kohlmann as additional new independent directors of the Company. Based on the information provided to the Company, Mr. Julian Francis and Mr. Miguel Kohlmann both meet the independence criteria stipulated by article 7:87 of the CCA, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company. The Company confirms that it has no indication to question the independence of the proposed candidate directors. In accordance with the Remuneration Policy of the Company, Mr. Julian Francis and Mr. Miguel Kohlmann will each receive a total annual remuneration of EUR 70,000 gross.
Subject to the approval of abovementioned appointments by the General Meeting, the Board of Directors will be composed of 8 members, of which 6 are independent directors. The special committees of the Board of Directors will be entirely composed of independent directors.
The curriculum vitae, information on other board mandates and skills of the proposed directors are available on the internet site of Azelis (https://www.azelis.com/en/AGM2026).
Considering the above and upon recommendation of the Remuneration and Nomination Committee, the Board of Directors is proposing the following:
- To ratify the appointment of Aubolésama BV, with permanent representative Mr. Boris Cambon-Lalanne, as (executive) director for a term until the General Meeting to be held in 2029. In line with the Azelis Remuneration Policy, this mandate as (executive) director of the Company will not be remunerated.
- To appoint Mr. Julian Francis as new independent and non-executive director for a term of 4 years until the General Meeting to be held in 2030. In accordance with the Remuneration Policy of the Company, Mr. Julian Francis will receive a total annual remuneration of EUR 70,000 gross. Mr. Julian Francis meets the independence criteria determined by article 7:87 of the CCA, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company. The Company confirms that it has no indication to question the independence of the proposed candidate director.
- To appoint Mr. Miguel Kohlmann as new independent and non-executive director for a term of 4 years until the General Meeting to be held in 2030. In accordance with the Remuneration Policy of the Company, Mr. Miguel Kohlmann will receive a total annual remuneration of EUR 70,000 gross. Mr. Miguel Kohlmann meets the independence criteria determined by article 7:87 of the CCA, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company. The Company confirms that it has no indication to question the independence of the proposed candidate director.
Proposed resolutions:
9.1 To appoint Aubolésama BV, with permanent representative Mr. Boris Cambon-Lalanne, as (executive) director for a term, expiring at the General Meeting deciding on the approval of the Company's annual accounts for the financial year ending on 31 December 2028. This mandate will not be remunerated.
9.2 a. To appoint Mr. Julian Francis as independent and non-executive director for a term of 4 years, expiring at the General Meeting deciding on the approval of the Company's annual accounts for the financial year ending on 31 December 2029, remunerated in accordance with the Remuneration Policy of the Company.
b. To acknowledge that (i) from the information made available to the Company, Mr. Julian Francis qualifies as an independent director according to the independence criteria provided for by article 7:87 of the CCA, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company, (ii) that the Company confirms that it has no indication to question the independence of the proposed candidate director, and consequently, to appoint him as independent director.
9.3 a. To appoint Mr. Miguel Kohlmann as independent and non-executive director for a term of 4 years, expiring at the General Meeting deciding on the approval of the Company's annual accounts for the financial year ending on 31 December 2029, remunerated in accordance with the Remuneration Policy of the Company.
b. To acknowledge that (i) from the information made available to the Company, Mr. Miguel Kohlmann qualifies as an independent director according to the independence criteria provided for by article 7:87 of the CCA, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company, (ii) that the Company confirms that it has no indication to question the independence of the proposed candidate director, and consequently, to appoint him as independent director.
10. Statutory auditor
Approval of audit fees
At the request of the statutory auditor PricewaterhouseCoopers Bedrijfsrevisoren BV ("PwC") and following endorsement by the Audit and Risk Committee, the Board of Directors hereby requests approval from the General Meeting to raise the statutory auditor's fee from EUR 696,257 (excluding VAT, out-of-pocket expenses and the IRE/IBR fee) to EUR 818,210 (excluding VAT, out-of-pocket expenses and the IRE/IBR fee) for financial year 2025, mainly due to M&A transactions, changes in audit scope and the corporate sustainability reporting as set forth in CSRD.
Proposed resolution At the request of the statutory auditor and following endorsement by the Audit and Risk Committee, to raise the statutory auditor's fee for financial year 2025 to EUR 818,210.
11. Change of control clauses
In accordance with article 7:151 of the CCA, only the General Meeting may grant rights that either could have a significant influence on the Company's assets or could give rise to significant liability or obligations for the Company dependent on the occurrence of a public takeover bid on the shares of the Company or a change of control over the Company.
EUR 400 million Senior unsecured Notes due 2031 issued on 10 March 2026
On 10 March 2026, Azelis Finance NV has issued Senior unsecured Notes due 2031 for an aggregate principal amount of EUR 400 million, which are governed by an indenture entered into between Azelis Finance NV, the Company, Citibank N.A., London Branch and Citibank Europe plc on the same date. The Senior unsecured Notes are guaranteed by the Company. The indenture includes a section 4.14, according to which the holders of the Senior Notes are entitled, following a change of control over the Company and in certain circumstances, to request repurchase of their Senior unsecured Notes by Azelis Finance NV.
Proposed resolution Ratification and approval, to the extent necessary, of the terms and conditions of the indenture dated 10 March 2026, governing the Senior unsecured Notes for an aggregate amount of EUR 400 million issued on that date by Azelis Finance NV and guaranteed by the Company, including section 4.14, according to which the holders of the Senior Notes are entitled, following a change of control over the Company and in certain circumstances, to request repurchase of their Senior unsecured Notes by Azelis Finance NV, in accordance with article 7:151 of the CCA.
12. Power of attorney
Proposed resolution: Power of attorney to each director of the Company and Mr. Gerrit De Vos, Corporate Secretary, as well as each notary and each notarial assistant of the notary office Celis Liesse in Antwerp, each acting alone and with the power of substitution, to do everything that is needed to execute the decisions taken by the ordinary General Meeting and to carry out the formalities related to their publication.
EXTRAORDINARY PART
The agenda of the extraordinary General Meeting and the proposed resolutions are as follows:
1. Renewal of authorisation for authorised capital
Acknowledgement of the special report in which the Board of Directors sets out the specific circumstances in which the proposed authorisation regarding the authorised capital can be used and the objectives that are being pursued. The Board of Directors considers the instrument of the authorised capital to be useful, and even necessary, to be able to respond quickly and flexibly to capital needs and/or certain circumstances such as market opportunities or crisis conditions.
Renewal of the authorisation to the Board of Directors regarding authorised capital.
Amendment of Article 9 of the Articles of Association.
The existing authorisation to the Board of Directors regarding authorised capital will expire on 30 September 2026. Therefore, it is proposed to the shareholders to extend this authorisation for a new statutory term of five (5) years, starting after the aforementioned date and in a more limited form as described below in the proposed resolution, in line with the guidelines of proxy voting advisors and major institutional shareholders and the market practice for listed companies.
The authorisation to the Board of Directors that has meanwhile expired and that was granted for three (3) years to increase the capital of the Company following the receipt by the Company of the notification from the FSMA (Belgian Financial Services and Markets Authority) of a public takeover bid for the securities of the Company until the end of the offer, will NOT be renewed.
Proposed resolution
The existing authorisation to the Board of Directors in respect of the authorised capital expiring on 30 September 2026 is renewed with effect from 1 October 2026 as set out below.
The Board of Directors is granted, for a further period of five (5) years running from 1 October 2026 to 30 September 2031, the power to increase the capital of the Company in one or more times, in the interest of the Company and subject to the legal restrictions and conditions hereafter:
1/ with an amount equal to a maximum of 50% of the capital in the event the preferential subscription rights of the existing shareholders are respected;
2/ with an amount up to a maximum of 10% of the capital in the event of a limitation or cancellation of the preferential subscription rights of the existing shareholders, as well as in the event of a limitation or cancellation of the preferential subscription rights for the benefit of employees of the company or its subsidiaries or for the benefit of one or more specific persons, whether or not employees of the company or its subsidiaries.
The authorisations under 1/ and 2/ may be combined but never accumulated, i.e. the total amount by which the Board of Directors may increase the capital pursuant to these authorisations is always limited to 50% of the capital.
The capital increases decided upon pursuant to this authorisation shall be made in accordance with the procedures to be determined by the Board of Directors; they can be made (i) by way of a contribution in cash or in kind, (ii) by conversion of available or unavailable reserves, and of share premiums, with or without the issue of new shares, with or without preferential rights, with or without voting rights. The Board of Directors may also use this authorization for the issuance of convertible bonds, subscription rights or bonds carrying subscription rights or other movable securities, or other securities.
The Board of Directors is authorised, with the possibility of substitution, to bring the articles of association in line with the new capital and share situation after each capital increase established within the framework of the authorised capital and the resulting change in the amount of the capital and the number of existing shares.
Article 9 of the articles of association is amended accordingly: on the one hand, a new §2 concerning the new authorisations granted is added and §3 is deleted in its entirety and on the other hand, the current §1, §2 (becoming §3) and §4 are amended and rewritten, as included in the draft coordinated articles of association mentioned in agenda item 4 below.
2. Renewal of authorisation to acquire own securities
Renewal of the authorisation to the Board of Directors to acquire own securities, amongst others, to incentivise management in accordance with the Remuneration Policy of the Company.
Confirmation, to the extent necessary, of the existing statutory authorisations to the Board of Directors to dispose of own securities that remain unchanged, with the exception of the authorisation to dispose of them in order to avoid imminent serious harm to the Company.
Amendment of Article 15 of the articles of association.
The existing authorisation to the Board of Directors to acquire own securities expires on 30 September 2026. Therefore, it is proposed to the shareholders to extend that authorisation for a new statutory term of five (5) years, effective after the aforementioned date and in a more limited form as described below in the proposed resolution, in line with the guidelines of proxy voting advisors and major institutional shareholders and market practice for listed companies.
The authorisation to the Board of Directors that has meanwhile expired, and that was granted for three (3) years to be able to acquire or dispose of its own securities in order to prevent an imminent serious disadvantage for the Company, will NOT be renewed.
Proposed resolution
The existing authorisation to the Board of Directors to acquire own securities expiring on 30 September 2026 is renewed with effect from 1 October 2026 as set out below.
The Board of Directors is granted, for a new period of five (5) years running from 1 October 2026 to 30 September 2031, the power, subject to the applicable legal provisions, to acquire on behalf of the Company a maximum of ten percent (10%) of its own shares and, where applicable, profit participation certificates or depositary receipts relating thereto, on or outside a regulated market, at a price determined in accordance with the relevant legal requirements, but which shall in no case exceed ten percent (10%) below the lowest closing price of the last thirty (30) trading days prior to the operation and no more than ten percent (10%) above the highest closing price of the last thirty trading days prior to the operation. That authorisation shall also apply to the acquisition on or outside a regulated market of shares and, where appropriate, of the company's profit participation certificates or depositary receipts relating thereto, by a directly controlled subsidiary of the Company, where such acquisition is treated as an acquisition by the public limited company itself.
The Company, together with its direct and indirect subsidiaries and persons acting in their own name but on behalf of one of them, shall never hold more than ten percent (10%) of the total number of shares issued by the Company. The Board of Directors may not make use of the aforementioned authorisation if and to the extent that this threshold would be exceeded.
Article 15 of the articles of association is amended accordingly: on the one hand, the current §2 is deleted in its entirety and a new §2 concerning the new authorisations granted is added and on the other hand, §1 and §3 are amended and rewritten, as included in the draft coordinated articles of association mentioned in agenda item 4 below.
3. Cancellation special rights founder
Following the most recent transfer of shares by EQT in the first quarter of 2026, the number of shares held by the founder of the Company has fallen below the threshold of 3% of the total number of shares issued by the Company. It is therefore proposed to abolish all special rights that the founder had reserved for itself in the articles of association.
The founder's statutory nomination right for the appointment of directors is abolished.
Amendment of Articles 17, 20 and 22 of the articles of association.
Proposed resolution
The existing statutory rights of the founder of the Company to nominate candidate directors for a certain minimum number of directorships in accordance with its shareholding are cancelled in full and deleted from the articles of association.
Accordingly, §2 of Article 17 of the articles of association, with the exception of the last paragraph, is deleted in its entirety. Furthermore, all the provisions of the articles of association referred to below that refer to this right of nomination or to the directors appointed in application of this right of nomination are also deleted from Article 17, §1, 3rd paragraph, in fine (composition of the Board of Directors), Article 20, §1 (quorum) and Article 22, last paragraph, in fine (conflicts of interest).
4. Other amendments to the articles of association
In order to make the articles of association future-proof for any subsequent legislative changes, it is proposed to delete all references to specific articles in the Belgian Code of Companies and Associations, or to the code itself, from the articles of association, in order to simplify the articles of association without resulting in substantive changes.
Deletion of all references in the articles of association to an article or book of the Code of Companies and Associations or to the Code itself.
Deletion possibly accompanied by rewording, without any change in substance, of the relevant parts of the text that contain a reference to the Code in Articles 17, §3, 18, §2 and §4, 22, 26, 29, 30, 32, 33, 36, 37, 40, 41, 48, 49, 50, 51.
Proposed resolution
In the absence of added value for the reading of the articles of association and in order to avoid adjustments that would be necessary as a result of any future legislative amendments, all references to an article or book of the Code of Companies and Associations or to the Code itself shall be deleted throughout the articles of association, such deletion or any accompanying reformulation not resulting in any substantive change of the relevant provision of the articles of association.
Articles 17, §3, 18, §2 and §4, 22, 26, 29, 30, 32, 33, 36, 37, 40, 41, 48, 49, 50, 51 are amended accordingly as proposed in the draft coordinated articles of association prepared, taking into account all amendments to the articles of association following the decisions on all previous agenda items, which was made available together with the convening notice on the website of the Company and which is hereby fully approved.
PARTICIPATION FORMALITIES
Please note that all dates and times mentioned herein are final deadlines, and that these will not be extended due to a weekend, holiday or for any other reason.
Admission
To be admitted to the ordinary and extraordinary General Meeting, shareholders must comply with the following formalities:
1. Registration of shares
Only persons who are shareholders on 29 April 2026 at midnight (24:00 Central European Summer Time) (the "Record Date") will be entitled to participate in and vote at the ordinary and extraordinary General Meeting, regardless of the number of shares held by the shareholder on the day of the meetings. Shareholders must be registered as shareholders on the Record Date
- for registered shares, in the shareholders' register of the Company;
- for dematerialised shares, on a securities account with an authorised account holder or clearing institution (see section 2 below).
2. Notification of intention to participate
Shareholders must, by 7 May 2026, 16:00 CEST at the latest notify their intention to participate in the ordinary and extraordinary General Meeting and, to the extent they hold dematerialised shares, submit a certificate of registration:
- for shareholders who choose to use the Lumi Connect platform, via this platform, at www.lumiconnect.com. This platform will allow shareholders holding dematerialised shares to request the direct issuance of a certificate of registration. This will constitute notification of the intention to participate in the ordinary and extraordinary General Meeting. Therefore, shareholders will not have to take further steps with their bank or with the Company; or
- for shareholders who wish to attend the ordinary and extraordinary General Meeting physically or via a proxyholder and who do not choose to use the Lumi Connect platform, by sending a notification in the form available on the Company's website (www.azelis.com/AGM2026) or their proxy, as the case may be, accompanied by a certificate of registration to be requested from their authorised account holder or clearing institution, (i) by email to agm@azelis.com, or (ii) by post or delivery at Posthofbrug 12, box 6, 2600 Berchem, Belgium, to the attention of the Corporate Secretary.
The Company draws the attention of the shareholders to the obligation for holders of dematerialised shares to attach a certificate of registration from their authorised account holder or clearing institution, evidencing the number of dematerialised shares registered in the name of the shareholder on the accounts of the authorised account holder or clearing institution on the Record Date, which such shareholder has indicated in the intention to participate to the ordinary and extraordinary General Meeting, if they do not use the Lumi Connect platform.
For holders of registered shares, the Company will verify if they are effectively registered in the share register of the Company for the number of shares indicated in the intention to participate to the ordinary and extraordinary General Meeting.
An issuer of certificates relating to registered shares must notify its capacity of issuer to the Company, which will record such capacity in the shareholders' register. An issuer who refrains from notifying this capacity can only vote at the ordinary and extraordinary General Meeting if the written notification indicating its intention to participate in these meetings specifies its capacity of issuer. An issuer of certificates linked to dematerialised shares must notify its capacity of issuer to the Company before exercising any vote, at the latest through the written notification indicating its intention to participate in the ordinary and extraordinary General Meeting, failing which such shares cannot participate in voting.
Participation and voting
Only shareholders who have complied with the admission requirements in due time will be allowed to participate and vote in the ordinary and extraordinary General Meeting, either: (i) physically, (ii) by proxy (written or electronic) or (iii) by remote voting form.
1. Physical attendance
Subject to the requirements and restrictions referred to below, each shareholder has the right to participate in the ordinary and extraordinary General Meeting physically.
To allow an efficient registration process, the shareholders or proxyholders who physically attend the ordinary and extraordinary General Meeting are requested to register at the meeting premises between 10:00 and 10:30 CEST.
Before being admitted to the ordinary and extraordinary General Meeting, the shareholders or their proxyholders participating physically in the meetings are required to sign an attendance sheet, indicating their first name, last name and place of residence or corporate denomination, enterprise number and registered office, as well as the number of shares in respect of which they are participating in the meetings. Representatives of legal entities must provide the supporting documents that demonstrate their power of representation as members of a governing body or their assignment as special proxyholders. The natural persons, shareholders, members of governing bodies or proxyholders who take part in the meetings must be able to prove their identity. Once the ordinary General Meeting has started, shareholders are kindly requested to stay in the room until the end of the extraordinary General Meeting.
2. Attendance through a proxyholder
A shareholder may be represented by a proxyholder at the ordinary and extraordinary General Meeting, using the proxy form drawn up by the Board of Directors. The shareholder who wishes to be represented by proxy must deliver a proxy in written or electronic form by 7 May 2026, 16:00 CEST at the latest, as set out below:
- by completing and submitting the proxy form via the Lumi Connect platform (www.lumiconnect.com); or
- by submitting a completed, signed and dated written or electronic copy of the proxy form made available by the Board of Directors on the Company's website (www.azelis.com/AGM2026), to the Company, either (i) by email at agm@azelis.com, or (ii) by post or delivery at Posthofbrug 12, box 6, 2600 Berchem, Belgium, to the attention of the Corporate Secretary.
The appointment of a proxyholder must be made in accordance with applicable rules of Belgian law, including the rules on conflicts of interest and the keeping of a register. In addition, shareholders appointing a proxyholder must meet the admission requirements described above.
Shareholders who have voted by proxy may also attend the ordinary and extraordinary General Meeting physically. Please note that shareholders who have given a proxy can no longer vote during the physical meetings but may ask questions live.
3. Remote voting before the General Meeting
Shareholders may vote remotely in electronic form before the ordinary and extraordinary General Meeting. Remote votes may be cast:
- via the Lumi Connect platform (www.lumiconnect.com), by 12 May 2026 at the latest; or
- by submitting a completed, signed and dated paper or electronic copy of the voting form made available by the Board of Directors on the website of the Company (www.azelis.com/AGM2026), which must reach the Company, either (i) by email at agm@azelis.com, or (ii) by post or delivery at Posthofbrug 12, box 6, 2600 Berchem, Belgium, to the attention of the Corporate Secretary, by 7 May 2026, 16:00 CEST at the latest
In addition, shareholders choosing to vote remotely must meet the admission requirements described above.
Shareholders who have voted remotely may also attend the ordinary and extraordinary General Meeting physically. Please note that shareholders who have voted remotely can no longer vote during the physical meetings but may ask questions live.
MISCELLANEOUS
1. Additional agenda items and proposed resolutions
In accordance with article 7:130 of the CCA, one or more shareholders owning (together) at least 3% of the share capital of the Company may request to add items to be included on the agenda of a General Meeting and submit proposals for resolutions concerning existing or new agenda items.
Shareholders that wish to exercise this right must, in order for their request to be discussed at the General Meeting:
- prove their ownership of at least 3% of the share capital of the Company on the date of their request by (i) a certificate of registration of the relevant shares in the shareholders' register of the Company, or (ii) a certificate of registration issued by the authorised account holder or the clearing institution certifying the book-entry of the relevant number of dematerialised shares in their name on their securities account;
- have satisfied the admission requirements described above for such percentage of the share capital;
- send a written request with, as the case may be, the text of the agenda items to be added and the corresponding resolutions proposals, or the text of the resolution proposals to be added to the agenda, either (i) by email at agm@azelis.com, or (ii) by post or delivery at Posthofbrug 12, box 6, 2600 Berchem, Belgium, to the attention of the Corporate Secretary, which must have been received by the Company by 21 April 2026 at the latest
If one or more shareholders have duly exercised this right, the Company will publish an updated agenda on its website (www.azelis.com/AGM2026) and on the Lumi Connect platform (www.lumiconnect.com), before or at the latest on 28 April 2026. In such case, the Company will make available revised proxy forms and remote voting forms together with the revised agenda on its website and on the Lumi Connect platform. Powers of attorney and votes cast remotely that reach the Company prior to the publication of an updated agenda remain valid for the agenda items to which they apply, subject to the applicable legislation and the further clarifications set out in the proxy forms and the forms for remote voting.
2. Questions to the directors and/or the statutory auditor
In accordance with article 7:139 of the CCA, each shareholder has the right to ask questions to the directors or the statutory auditor of the Company, relating to their respective reports or items on the agenda of the General Meeting.
Questions can be asked during the General Meeting or can be submitted in writing prior to the meeting. Written questions must reach the Company, either (i) by email at agm@azelis.com, or (ii) by post or delivery at Posthofbrug 12, box 6, 2600 Berchem, Belgium, to the attention of the Corporate Secretary, at the latest on 7 May 2026, 16:00 CEST
For shareholders who choose to use the Lumi Connect platform, this platform enables them to submit questions in writing in advance, subject to the above-mentioned deadline.
3. Documents
All documents relating to the General Meeting that are required by law to be made available to shareholders are available on the Company's website (www.azelis.com/AGM2026) and on the Lumi Connect platform (www.lumiconnect.com) as of the date of this convening notice. Shareholders can also obtain a free copy of this documentation at the registered office of the Company (Posthofbrug 12, box 6, 2600 Berchem, Belgium) or by email to agm@azelis.com.
4. Data protection
The Company is responsible for the processing of the personal data it receives from shareholders and proxyholders in the context of the ordinary and extraordinary General Meeting in accordance with the applicable data protection legislation. 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 ordinary and extraordinary General Meeting, this in accordance with the applicable legislation and the Company's privacy policy. This personal data may be transferred to affiliated entities and with third-party service providers for the purpose of providing assistance in the management of attendance and voting procedures, and for analysing the composition of the investor base. The personal data will not be stored any longer than necessary in light of the aforementioned objective and will therefore be erased or made anonymous in accordance with the Company's privacy policy.
Shareholders and proxyholders may consult the Company's privacy policy on its website (www.azelis.com/privacy-statement). Shareholders and proxyholders can exercise their rights with regard to their personal data provided to the Company by contacting the Company at privacy@azelis.com.
5. Communications to the Company
Shareholders may address questions concerning the organisation of the ordinary and extraordinary General Meeting or this convening notice to Mr. Gerrit De Vos, Corporate Secretary, by email to agm@azelis.com.
The Board of Directors
View source version on businesswire.com: https://www.businesswire.com/news/home/20260409974352/en/
Contacts:
AZELIS GROUP NV
Posthofbrug 12, box 6
2600 Berchem
Enterprise number 0769.555.240
RPR/RPM Antwerp, division Antwerp
investor-relations@azelis.com
https://www.azelis.com
