- FOR TRANSLATION PURPOSES ONLY -
MELEXISPublic limited liability company
Rozendaalstraat 12, 8900 Ieper (Belgium)
Register Legal Persons Ghent, division of Ieper 0435.604.729
(the "company")
MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS held on Tuesday May 12th, 2026 at Melexis Technologies NV, Transportstraat 1, 3980 Tessenderlo-Ham, BelgiumThe meeting is opened at 11h00 CET under the chairmanship of Ms. Françoise CHOMBAR, Chair of the Board of Directors.
Language
The Chair notes that, in accordance with the Companies and Associations Code, Dutch is the official language of the meeting. Considering that certain attendees do not speak Dutch, the Chair proposes to conduct the meeting in English. The Chair further notes that, to enable Dutch-speaking participants to follow, understand and effectively participate in the meeting, live Dutch subtitles are provided on screen and the presentation slides are available in Dutch. Interventions and questions may be made in Dutch, and replies will be given in Dutch upon request. The Chair records that the attendees have been invited to express any objections to this arrangement and that no objection has been raised.
Bureau
In accordance with Article 30 of the Articles of Association, is appointed as secretary of the meeting: Ms. Cindy MISCORIA, who works in the Company as General Counsel
Is appointed as recorder of the votes:
Ms. Karen VAN GRIENSVEN, who is CFO of the Company The following directors complete the Bureau:
Mr. Roland DUCHÂTELET Mr. Marc BIRON
Ms. Ling Qi, permanent representative of Vlinvlin BV The members of the bureau are physically present.
The following persons are also physically present:
Ms. Jayanthi Natarajan (board member nominee) Mr. Philip Ludwig, Investor Relations Director
Ms. Griet Helsen, permanent representative of the statutory auditor
Mr. Kazuhiro Takenaka, independent director, and Ms. Maria Pia DE CARO, independent director, are participating in the meeting remotely and via electronic means.
Verifications by the Bureau - Attendance list
The Chair reports to the meeting about the verifications and conclusions made by the Bureau during and after the fulfillment of the registration formalities by the participants, in view of the composition of the meeting:
The convocation to this General Meeting has been published as follows:
by means of media that may reasonably be relied upon for the effective dissemination of information to the public throughout the European Economic Area and that is accessible fast and on a non-discriminatory basis,
i.e. by a publication of the convocation, proxies and rights of the shareholders on the website of the company and through e-mail with all required documentation attached to all people subscribed to the Investor Relations distribution list;
by means of publication of the convocation on the platform (STORI) of the competent Supervisor, which is FSMA;
by means of notifications sent on 10 April 2026 by e-mail to the Directors and the Statutory Auditor of the Company.
The convocation mentioned sub I, as well as all other information mentioned in Article 7:129 of the Belgian Code on Companies and Associations, has been made available for the shareholders on the website of the Company https://www.melexis.com without interruption as of 10 April 2026 until today. This information will remain available on the website for a period of five (5) years as of today.
The Company hasn't received any notices from shareholders holding alone or together at least 3% of the share capital of the Company that wished to make use of their right to have items added to the agenda or to file resolution proposals in relation to items already on or to be added to the agenda in accordance with Article 7:130 of the Belgian Code on Companies and Associations. Consequently, the agenda as included in the convocation mentioned sub I remained unchanged.
The Bureau has concluded and informs the Meeting:
that all shareholders mentioned on the attendance list have timely complied with the provisions of Article 7:134 of the Belgian Code on Companies and Associations and the Articles of Association which have to be complied with in order to be admitted to the Meeting;
that all proxies that have been presented comply with the provisions of Article 7:143 of the Belgian Code on Companies and Associations and have been timely received by the Company. None of the proxy holders appointed in the proxies has a capacity as mentioned in Article 7:143 of the Belgian Code on Companies and Associations that could cause a potential conflict of interest between an appointed proxy holder and the shareholder that he represents, except for Ms. Françoise CHOMBAR, Ms. Cindy MISCORIA and Ms. Karen VAN GRIENSVEN, who declare to have a position in the Company as director, legal counsel and executive with a management position, as mentioned before after their name, and who declare having received specific voting instructions for each and every item on the agenda;
that the Company requested the shareholders to participate in the Meeting by means of an electronic communication tool made available by the Company and allows to vote at distance prior to the Meeting by letter by means of a form made available by the Company. As justified in the convocation, the Company does not offer the opportunity to shareholders to vote electronically at the meeting itself. However, the electronic communication tool does allow the shareholders to directly, simultaneously and uninterruptedly take note of
the discussions taking place during the meeting, and to participate in deliberations and exercise the right to ask questions.
The accuracy of these facts has been examined by the Meeting and acknowledged as being correct. Therefore, all shareholders mentioned on the attendance list, including all proxy holders appointed in the submitted proxies, were admitted to the Meeting to participate in the deliberation and voting over the items on the agenda of the Meeting.
Subsequently the Meeting approves the attendance list as determined by the Bureau in its entirety as well as all attached private proxies that have been presented to the Bureau, and also approves the proxy holders appointed in these proxies. To the extent necessary each and every potential nullity in the proxies submitted to the Bureau, in form or for any other reason, is explicitly waived. This approval is provided with unanimity.
From the attendance list it appears that 30 shareholders are present or represented with a total of 29,242,679 shares.
The share capital of the Company amounts to five hundred sixty-four thousand eight hundred thirteen euro and eighty-six eurocents (EUR 564,813.86), represented by forty million four hundred thousand (40,400,000) shares without nominal value mentioned.
All the shares of the Company are voting shares and each share is entitled to one (1) vote, with the exception of one million forty-six thousand seven hundred ninety-one (1,046,791) shares that were repurchased by the company itself, Melexis NV, and for which the voting rights are therefore suspended.
No bonds, warrants or certificates have been issued.
The convening formalities as stated in the applicable legal provisions were correctly observed.
The Meeting unanimously confirms this explanation by the Chair and proceeds with the discussion of the agenda. The Chair gives the floor to Ms. Griet Helsen, auditor, who shortly explains the audit report.
Thereupon the Chair gives the floor to Mr. Marc Biron, managing director, who draws attention to the strategy of the company and a few key points of the annual report of the Board of Directors on the financial year 2025.
In the period between the publication of the convening notice and May 6th, 2026, the company received several written questions from shareholders. The Chair invites the attendees who wish to do so to ask questions in relation to the items on the agenda. Mr. Marc Biron answers both the written and the oral questions.
Present Meeting was convened to deliberate and to decide upon the following:
Acknowledgement and explanation of the annual report of the board of directors regarding the statutory annual accounts for the financial year ended on December 31st, 2025, with explanation of the remuneration report that is included in the corporate governance statement.
Explanatory statement: Pursuant to Articles 3:5 and 3:6 of the Belgian Code on Companies and Associations (the "BCCA"), the directors have drafted an annual report in which they account for their management. This agenda item does not require a resolution of the shareholders.Acknowledgement and explanation of the statutory auditor's report regarding the statutory annual accounts for
the financial year ended on December 31st, 2025.
Explanatory statement: Pursuant to Articles 3:74 and 3:75 of the BCCA, the statutory auditor has drafted a detailed report. This agenda item does not require a resolution of the shareholders.Acknowledgement and explanation of the consolidated annual accounts, the report of the board of directors and the statutory auditor's report with regard to the consolidated annual accounts for the financial year ended on December 31st, 2025.
Explanatory statement: The board of directors submits the consolidated annual accounts for discussion. Pursuant to Article 3:32 of the BCCA, the directors have drafted a report on the consolidated annual accounts. Pursuant to Article 3:80 of the BCCA, the statutory auditor has drafted a detailed report on the consolidated annual accounts. This agenda item does not require a resolution of the shareholders.Approval of the statutory annual accounts and other documents to be deposited in accordance with the BCCA for the financial year ended on December 31st, 2025, with allocation of the financial result.
Proposed resolution: Subsequent to the acknowledgement and discussion of the reports of the board of directors and the statutory auditor and to the discussion of the statutory annual accounts and other documents to be deposited in accordance with the BCCA, and the consolidated annual accounts for the financial year ended on December 31st, 2025, the statutory annual accounts for the financial year ended on December 31st, 2025, are approved.
The ordinary result amounts to EUR 115,711,935 Including the result carried forward from the financial year ended on December 31st, 2024, the total result to be appropriated for the financial year ended on December 31st, 2025, amounts to EUR 1,263,729,638. The shareholders' meeting approves that this result be allocated as determined in the annual accounts closed on December 31st, 2025, as follows:
Result to be carried forward: EUR 1,071,382,735
Purchase of own shares: EUR 45,620,640
Gross dividend: EUR 146,726,263 (*)
(*) The board of directors approved on February 2nd, 2026 to propose to the shareholders' meeting to pay out over
the result of 2025 a total dividend of EUR 3.70 gross per share. This amount contains an interim dividend of EUR
1.30 per share which was paid in October 2025 and a final dividend of EUR 2.40 per share which will be payable after approval of the shareholders' meeting. The Melexis shares will start trading ex coupon on May 19th, 2026 (opening of the market). The record date is May 20th, 2026 (closing of the market) and the dividend will be payable as from May 21st, 2026.
Number of shares with a valid vote:
39,353,209
Number of valid votes cast:
29,242,679
Number of votes for:
29,019,487
Number of votes against:
183,219
Number of abstentions:
39,973
Approval of the remuneration report regarding the financial year ended on December 31st, 2025.
Proposed resolution: The shareholders' meeting approves the remuneration report regarding the financial yearended on December 31st, 2025.
Number of shares with a valid vote:
39,353,209
Number of valid votes cast:
29,242,679
Number of votes for:
28,720,981
Number of votes against:
486,696
Number of abstentions:
35,002
Discharge from liability to the directors.
Proposed resolution: The directors and their permanent representatives are, by separate vote for each director, discharged from liability for their mandate executed during the financial year ended on December 31st, 2025.Number of shares with a valid vote:
39,353,209
Number of valid votes cast:
29,242,679
Number of votes for:
28,758,410
Number of votes against:
437,334
Number of abstentions:
46,935
Discharge from liability to the statutory auditor.
Proposed resolution: The statutory auditor is discharged from liability for its mandate executed during the financial year ended on December 31st, 2025.Number of shares with a valid vote:
39,353,209
Number of valid votes cast:
29,242,679
Number of votes for:
28,759,402
Number of votes against:
436,452
Number of abstentions:
46,825
Re-appointment of director.
Proposed resolution: The meeting decides to proceed to the re-appointment of Ms. Françoise Chombar as director for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2029. The meeting acknowledges that the director has waived any remuneration for this mandate.
Number of shares with a valid vote:
39,353,209
Number of valid votes cast:
29,242,679
Number of votes for:
22,455,465
Number of votes against:
6,729,491
Number of abstentions:
57,723
Re-appointment of director.
Proposed resolution: The meeting decides to proceed to the re-appointment of Mr. Roland Duchâtelet as director for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2029. The meeting acknowledges that the director has waived any remuneration for this mandate.
Number of shares with a valid vote:
39,353,209
Number of valid votes cast:
29,242,679
Number of votes for:
23,214,589
Number of votes against:
5,970,367
Number of abstentions:
57,723
Appointment of independent director.
Proposed resolution: The meeting decides to appoint Ms. Jayanthi Natarajan, as independent director for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2029.
Explanatory statement: We are pleased to introduce Jay Natarajan to become the newest member of our Board of Directors. Jay brings a unique blend of technical expertise, leadership, and global perspective that aligns perfectly with our company's strategic needs and values.Ms. Natarajan leads at the intersection of code (engineering) and capital, with experience managing P&Ls exceeding $ 1.2B. Her background demonstrates a strong command of both technical and financial domains. She applies foundational engineering logic to AI unit economics, underscoring her technical competency in AI, software, IT and digital transformation.
Jay's deep technical background fills a critical gap on our board, ensuring we remain at the forefront of technological innovation. Her recent and ongoing involvement in cutting-edge technology and mentorship of young professionals suggests she is well attuned to the latest technological advancements, contributing to age diversity and fresh perspectives on our board. With her roots in India and living in the US since 1997, Jay brings invaluable cultural understanding and a strong network both in India, our next growth geography, and the US.
Her appointment also maintains our board's gender balance (4 women, 3 men).
Upon recommendation of the Nomination and Remuneration Committee, the board of directors proposes to appoint Ms. Jay Natarajan as an independent director and confirms there is no indication of any element that could call into question her independence as described in the Corporate Governance Code 2020.
Number of shares with a valid vote:
39,353,209
Number of valid votes cast:
29,242,679
Number of votes for:
29,204,914
Number of votes against:
2,761
Number of abstentions:
35,004
Determination of the statutory auditor's remuneration.
Proposed resolution: The statutory auditor's fee of fiscal year 2025 amounts to EUR 153,362 (plus VAT, out-of-pocket expenses and the IRE/IBR fee) and is subject to annual adjustment based on the consumer price index or as agreed between the parties.Number of shares with a valid vote:
39,353,209
Number of valid votes cast:
29,242,679
Number of votes for:
29,207,567
Number of votes against:
110
Number of abstentions:
35,002
Appointment of statutory auditor for the audit of the annual accounts and the consolidated financial statements and for certifying the corporate sustainability reporting.
Proposed resolution: Upon proposal of the board of directors, acting on the recommendation of the audit committee and upon nomination by the workers council, the shareholders' meeting decides to appoint EY Bedrijfsrevisoren, with registered office at Kouterveldstraat 7B 001, 1831 Diegem, Belgium, represented by Olaf Janssen, as auditor for a 3-year term, specifically for the financial years ending December 31, 2026, 2027 and 2028. The auditor's mandate shall terminate immediately after the shareholders' meeting deciding on the financial statements for the financial year ending December 31, 2028. The auditor shall be responsible for the audit of the annual accounts and the consolidated financial statements.The auditor is also charged with the engagement regarding the assurance of sustainability information for a 3 -year term. The assignment on sustainability information is mandated by the EU Directive 2022/2464 of 14 December 2022 of the European Parliament and the European Council on sustainability reporting by enterprises (the "Corporate Sustainability Reporting Directive" or "CSRD"), which is transposed into Belgian law on 28 November 2024. This sustainability information also includes the information required under Article 8 of the European Regulation (EU) 2020/852 establishing a framework to facilitate sustainable investment (the "EU Taxonomy").
The auditor's annual fee, subject to indexation, is set at € 342,000 (excluding VAT and expenses) per year.
Number of shares with a valid vote:
39,353,209
Number of valid votes cast:
29,242,679
Number of votes for:
27,038,407
Number of votes against:
2,130,783
Number of abstentions:
73,489
Resolutions relating to the merged company: Xpeqt NV: On 8 December 2025, the silent merger (a merger-equivalent transaction) of the public limited liability company Xpeqt (a 100% subsidiary of Melexis) with and into Melexis was approved, with effect as from 1 January 2026. Pursuant to Article 12:58 of the BCCA, the shareholders' meeting of the acquiring company, in this case Melexis, must approve the annual accounts of the absorbed company and grant discharge to the management and supervisory bodies of the absorbed company for the financial year ending on 31 December 2025.
Acknowledgement and discussion of the annual accounts and the annual report of Xpeqt NV as at 31 December 2025.
Explanatory statement: As this concerns mere acknowledgement and discussion, no resolution of the shareholders is required.Acknowledgement and discussion of the statutory auditor's report of Xpeqt NV relating to the aforementioned
annual accounts.
Explanatory statement: As this concerns mere acknowledgement and discussion, no resolution of the shareholders is required.Approval of the annual accounts of Xpeqt NV as at 31 December 2025 and allocation of the result.
Proposed resolution: The shareholders' meeting resolves to approve the annual accounts of Xpeqt NV as at 31December 2025, including the allocation of the result.
Number of shares with a valid vote:
39,353,209
Number of valid votes cast:
29,242,679
Number of votes for:
29,031,122
Number of votes against:
171,694
Number of abstentions:
39,863
Discharge from liability to the directors of Xpeqt NV for the exercise of their mandate during the financial year ending on 31 December 2025.
Proposed resolution: The directors of Xpeqt NV and their permanent representatives are, by separate vote for each director, discharged from liability for their mandate executed during the financial year ended on December 31, 2025.Number of shares with a valid vote:
39,353,209
Number of valid votes cast:
29,242,679
Number of votes for:
28,760,583
Number of votes against:
435,271
Number of abstentions:
46,825
Discharge from liability to the statutory auditor of Xpeqt NV for the exercise of its mandate during the financial year ending on 31 December 2025.
Number of shares with a valid vote: | 39,353,209 |
Number of valid votes cast: | 29,242,679 |
Number of votes for: | 28,797,009 |
Number of votes against: | 398,845 |
Number of abstentions: | 46,825 |
It is explicitly confirmed and recorded that for all the above-mentioned decisions each proxy holder has voted according to the voting instructions of the shareholder that appointed him. The Company will keep a joint register of the voting instructions on behalf of all proxy holders and will keep such register at its registered office in view of the compliance with the information duty towards the shareholders according to Article 7:143 of the Belgian Code on Companies and Associations.
Closing of the Meeting
No technical issues or incidents occurred which obstructed or disturbed electronic participation in the general meeting. There being no other items on the agenda, this annual meeting is closed by the Chair at 12h29 CET.
After reading, the members of the Bureau and the shareholders who request to do so, sign the minutes.
of 9