Belysse Group NvEURONEXT: BELYS

Minutes of the AGM

May 27, 2026 at 2:37 PM UTC · Issued by Belysse Group Nv

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BELYSSE GROUP

Public Limited Liability Company Franklin Rooseveltlaan 172-174

8790 Waregem

Enterprise number: 0671.974.626 RLE Ghent (division Kortrijk)

(the "Company")

Minutes of the annual shareholders' meeting held on 27 May 2026

These minutes reflect the deliberations and decisions taken during the annual shareholders' meeting, which was held on 27 May 2026 at the registered office of the Company (Franklin Rooseveltlaan 172-174, 8790 Waregem, Belgium).

COMPOSITION OF THE BUREAU
The meeting was declared open at 11.00 am and chaired by Mr. Cyrille Ragoucy, chairman of the Board of Directors (the "Chairman"). Mr. Hannes D'Hoop, legal counsel and secretary of the Company, was appointed as secretary and, in his capacity of representative of the shareholders, as vote teller of the meeting.
The Chairman, the secretary and the vote teller jointly comprise the bureau of the meeting.
Besides the Chairman, Mr. Andrew James Neuling (representative of EQIDNA BV), CEO of the Company, and Mr. François De Labarre, Interim CFO of the Company, were also present.
The statutory auditor of the Company, PwC Bedrijfsrevisoren BV, represented by Mr. Wouter Coppens, was also present.
CONVOCATIONS
The secretary noted that the convocation of the general meeting mentioning the agenda and proposed resolutions was published in the Belgian Official Gazette on Friday 24 April 2026 and on the Guberna website on Monday 27 April 2026 (at least 30 days before the meeting). The convocation was also made available to the shareholders by publication on the website of the Company as from 24 April 2026.
The directors and the statutory auditor have renounced to the convening formalities included in articles 7:128 and 7:132 of the Belgian Companies and Associations Code.
In addition, the convocation was distributed to the FSMA and to Euronext Brussels on 24 April 2026.
The bureau determined that the annual general meeting was convened in accordance with article 7:128 of the Belgian Companies and Associations Code and as such could validly deliberate on the items of the agenda.
ATTENDANCE
The secretary explained that various documents, such as the proxy forms, were submitted to the Company to justify the participation of the shareholders.
The shareholders, whose name is mentioned on the attendance list, were validly represented or validly participated in the meeting, pursuant to duly signed proxy forms.
Prior to the opening of the meeting, this attendance list was signed by the proxy holder representing the shareholders.
The attendance list, as well as the proxy forms, are attached to these minutes. The secretary explained how the voting by the shareholders was organised.
Based on the attendance list, the secretary stated that the shareholders validly participating, owned a collective total of 20,318,046 shares out of a total of 35,943,396 issued and outstanding shares, i.e.
56.5 % of all shares with voting rights of the Company. The secretary explained that no attendance quorum is required with respect to the annual shareholders' meeting.
The resolutions were adopted by simple majority of the votes cast. Each share carries one vote.
Subsequently, the meeting established that it was validly composed and authorised to deliberate and vote on the items on the agenda.
AGENDA
The Chairman presented the items on the agenda:
1. Acknowledgement of the Board of Directors' annual report with respect to the statutory and consolidated annual accounts relating to the financial year ending on 31 December 2025 (including discussion on corporate governance) and acknowledgement of the statutory auditor's report with respect to the statutory and consolidated annual accounts relating to the financial year ending on 31 December 2025.
  Comment:
  No decision needed regarding this item on the agenda.
2. Acknowledgement of the consolidated annual accounts relating to the financial year ending on 31 December 2025.
  Comment:
  No decision needed regarding this item on the agenda.
3. Approval of the remuneration report relating to the financial year ending on 31 December 2025.
  Proposed resolution:
  Approval of the remuneration report of the Board of Directors relating to the financial year ending on 31 December 2025.
4. Approval of the statutory annual accounts relating to the financial year ending on 31 December 2025 and of the proposed allocation of the results.
  Proposed resolution:
  Approval of the statutory annual accounts relating to the financial year ending on 31 December 2025, including the allocation of the results as proposed by the Board of Directors.
5. Reappointment of the statutory auditor.
  Proposed resolution:
  Approval of the reappointment of PwC Bedrijfsrevisoren BV, with registered seat at 1831 Diegem, Culliganlaan 5, as statutory auditor for a term of three years. In accordance with article 3:60 of the Belgian Companies and Associations Code, this company appoints Wouter Coppens BV, for the execution of this mandate, with Mr Wouter Coppens, statutory auditor, as permanent representative. The mandate shall terminate at the end of the annual general meeting resolving on the annual accounts of the financial year ending on 31 December 2028.
  The annual fee for this assignment is EUR 103,900 (plus VAT, sundry expenses, IRE-contribution and lump-sum allowance for technology and compliance costs), and shall be adapted each year, based on the consumer price index or with the parties' agreement.
6. Approval of the fee for services related to sustainability reporting as of 31 December 2025.
  Proposed resolution:
  Approval of the fee for the services related to sustainability reporting rendered by PwC Bedrijfsrevisoren BV as of 31 December 2025. This fee was EUR 95,000 (plus VAT, sundry expenses, IRE-contribution and lump-sum allowance for technology and compliance costs).
7. Reappointment auditor for the limited assurance assignment on the sustainability reporting of the Company.
  Proposed resolution:
  Upon proposal of the Board of Directors of the Company based on the recommendation received from the Audit Committee: approval of the reappointment of the Company's statutory auditor PwC Bedrijfsrevisoren BV, with registered office at 1831 Diegem, Culliganlaan 5, for the limited assurance assignment on the sustainability reporting for a term of three years. In accordance with article 3:60 of the Belgian Companies and Associations Code, this company appoints Wouter Coppens BV, for the execution of this mandate, with Mr Wouter Coppens, statutory auditor, as permanent representative. The mandate shall terminate at the end of the annual general meeting resolving on the annual accounts of the financial year ending on 31 December 2028.
  The annual fee for this assignment is EUR 81,700 (plus VAT, sundry expenses, IRE-contribution and lump-sum allowance for technology and compliance costs), and shall be adapted each year, based on the consumer price index or with the parties' agreement.
8. Directors' liability discharge.
  Proposed resolution:
  Discharge of liability for each of the directors regarding the execution of their mandate during the financial year ending on 31 December 2025.
9. Auditor's liability discharge.
  Proposed resolution:
  Discharge of liability for the statutory auditor PwC Bedrijfsrevisoren BV, represented by Mr Wouter Coppens, regarding the execution of its mandate during the financial year ending on 31 December 2025.
10. Powers in order to execute the decisions.
Proposed resolution:
Approval to grant the power to each director of the Company, each acting individually, as well as its employees, servants and agents, and in particular to Mr Hannes D'Hoop, to complete all formalities towards the Belgian authorities and administrative authorities, in particular in order to register/modify details at the Crossroad Bank of Enterprises, and if necessary, with the Belgian VAT authorities.
The documents referred to above have equally been made available to the shareholders on the website of the Company (https://www.belysse.com/en/investors/shareholder-information/agm) since 24 April 2026 to allow them to take note of these prior to the meeting.
DELIBERATIONS AND DECISIONS

Before proceeding to the vote, the Chairman passed the word to the Interim CFO of the Company, Mr. François De Labarre. Mr. De Labarre discussed the financial results relating to the financial year ending on 31 December 2025.

After this, the Chairman commented on some corporate governance elements, and on the remuneration report relating to the financial year 2025. Hereafter, the Chairman gave an overview of the documents which were made available to the shareholders prior to this meeting.

The shareholders had the right to ask written questions, which had to be received by the Company no later than Friday 22 May 2026 at midnight. The Chairman confirmed that no shareholder has used the right to ask written questions.

Subsequently, the Chairman proceeded to the agenda of the annual shareholders' meeting.

After discussion and deliberation, the shareholders' meeting took the following resolutions by separate vote:

Acknowledgement of the Board of Directors' annual report with respect to the statutory and consolidated annual accounts relating to the financial year ending on 31 December 2025 (including discussion on corporate governance) and acknowledgement of the statutory auditor's report with respect to the statutory and consolidated annual accounts relating to the financial year ending on 31 December 2025.
Comment:
No decision needed regarding this item on the agenda.
Acknowledgement of the consolidated annual accounts relating to the financial year ending on 31 December 2025.
Comment:
No decision needed regarding this item on the agenda.

Approval of the remuneration report relating to the financial year ending on 31 December 2025.

Number of shares for which votes have been validly cast: 20,318,046 shares.
Percentage these shares represent in the share capital: 56.5 %