GM Presentation - English Tuesday, May 12, 2026

TESSENDERLO GROUP GENERAL MEETING

Brussels, May 12, 2026

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On December 11, the Group announced the signing of definitive agreements with Darling Ingredients Inc. to combine the collagen and gelatin segments of their companies into a new company. In the new joint venture, Darling Ingredients will be holding a majority, 85% ownership stake and Tessenderlo Group will be holding the remaining 15%. The joint venture will combine Darling Ingredients' collagen and gelatin business, branded as Rousselot, with the PB Leiner activity. Pending regulatory approvals and the fulfillment of certain other closing conditions, the transaction is expected to close in 2026.

In August, Tessenderlo Kerley, Inc. (Operating Segment Agro) celebrated the opening of its newest liquid fertilizer production facility in Defiance, Ohio (United States) a major milestone in the company's commitment to advancing sustainable agriculture across North America.

Picanol Group acquires the activities of Osterwalder AG, a Swiss expert in electric powder presses

In June, Picanol Group (Operating Segment Machines & Technologies) acquired the activities of Osterwalder AG, a Swiss specialist in electric powder presses. Osterwalder, with over 140 years of experience, serves industries such as hard metals and specialty materials and operates globally with about 80 employees.

On October 3, Tessenderlo Kerley Inc. announced the acquisition of Eastman's Metam Sodium (CLR 42%) and Metam Potassium (KLR 54%) product labels in the United States and Canada, marking a purposeful expansion of the current soil fumigation portfolio. The product labels were integrated within Crop Protection (Operating Segment Agro). The acquisition is not expected to have a material impact on the group's overall financial position or performance.

• In 2025, the group acquired 1,492,496 treasury shares (for a total value of 37.0 million EUR) of which 929,700 treasury shares in 2H25 (for a total value of 24.4 million EUR).

• On March 25, 2025 and December 17, 2025, the Board of Directors decided to cancel 987,561 and 1,096,747 treasury shares respectively, lowering the total number of outstanding shares to 59,062,556.

• As per December 23, 2025, the share buy-back program was finalized.

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On March 20, 2026, the group signed an Asset Transfer Agreement to acquire a production plant previously owned by Cinis Fertilizer AB (Sweden). The production plant, located in Sweden, produces sulphate of potassium (SOP) and was built with the aim of producing an environmentally friendly mineral fertilizer for sustainable agriculture. The acquisition will be integrated within Tessenderlo Kerley International (operating segment Agro). The transaction is still subject to local regulatory approvals and is expected to close in the second quarter of 2026. The transaction is not expected to have a material impact on the results of the group.

On March 25, 2026, the Board of Directors co-opted Mrs. Béatrice Bruey, who has many years of experience in various management positions within the engineering industry at GEA Group, as an independent non-executive director for the remainder of Mr. Karel Vinck's mandate, which ended on August 25, 2025.

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Agenda

1. Examination of the statutory annual accounts and the consolidated annual accounts for the financial year closed on December 31, 2025, of the annual reports of the Board of Directors and of the reports of the statutory auditor with respect to said annual accounts.

2. Approval of the statutory annual accounts for the financial year closed on December 31, 2025, and allocation of the result.

3. Approval of the remuneration report for the financial year closed on December 31, 2025.

4. Approval of the remuneration policy.

5. Discharge to the members of the Board of Directors, of the resigning directors and the statutory auditor.

6. Appointment of directors.

7. Approval of the remuneration of the auditor.

8. Approval in accordance with article 7:151 of the Code of Companies and Associations of the provisions regarding change of control in connection with the credit agreements with BNP Paribas Fortis, ING Bank NV, KBC Bank NV and Belfius Bank NV.

   
   
   

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   1. Examination of the statutory annual accounts and the consolidated annual accounts for the financial year closed on December 31, 2025, of the annual reports of the Board of Directors and of the reports of the statutory auditor with respect to said annual accounts.

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      Operational key figures

      Million EUR	2025	2024	% Change excluding fx effect	% Change as reported
      Revenue	2,763.1	2,647.7	6.0%	4.4%
      Adjusted EBITDA1	288.1	265.6	10.7%	8.5%
      Adjusted EBIT2	77.9	63.8	25.4%	22.1%
      Profit (+) / loss (-) for the period	-80.2	44.0 nm
      Total comprehensive income	-122.9	57.3 nm
      Capital expenditure	135.6	180.6		-24.9%
      Cash flow from operating activities	225.7	333.2		-32.3%
      (Net financial debt) / Net cash position3	-41.3	-5.0		nm

      Adjusted EBITDA 2024

      FX effect Internal growth

      = Adjusted EBITDA 2025

      : 265.6 M EUR

      : -5.8 M EUR

      : +28.4 M EUR

      = 288.1 M EUR

      Remarks:

      1. Adjusted EBITDA equals adjusted EBIT plus depreciation and amortization.

      2. Adjusted EBIT is considered by the group to be a relevant performance measure in order to compare results over the period 2024-2025 as it excludes adjusting items from the EBIT (Earnings Before Interests and Taxes). EBIT adjusting items principally relate to restructuring, impairment losses, provisions, gains or losses on significant disposals of assets or subsidiaries and the effect of the electricity purchase and sale agreement.

      3. (Net financial debt) / Net cash position equals cash and cash equivalents, short and long-term investments minus non-current and current loans and borrowings and bank overdrafts.

Group revenue per segment

2,763.1

mio EUR

21%

24%

34%

18%

3%

Bio-valorization Industrial Solutions

2,647.7

mio EUR

23%

25%

31%

18%

3%

Bio-valorization Industrial Solutions

55.5

106.5

265.6

27.3 mio EUR

66.9

9.4

Group Adjusted EBITDA per segment

59.5

117.8

288.1

51.3 mio EUR

43.5

Agro segment

• The Agro revenue, when excluding the foreign exchange effect, increased by +17.0% in 2025. Revenue was positively impacted by the contribution of the Tiger-Sul activity (Crop Nutrition), only acquired in November 2024, and the acquisition of Metam labels in the United States and Canada in October 2025 (Crop Protection). The 2025 revenue also increased thanks to higher volumes and increased sales prices.

• The 2025 Adjusted EBITDA of Agro increased by +14.6%, when excluding the foreign exchange effect, to 117.8 million EUR. The Adjusted EBITDA of Crop Nutrition and Tessenderlo Kerley International was positively impacted by more favorable market circumstances. The 2025 Crop Protection Adjusted EBITDA decreased as the contribution of the newly acquired Metam labels was not able to offset the recognition of a -7.0 million EUR inventory write-off.

  Bio-valorization segment

  Million EUR	2025	2024	% Change excluding fx effect	% Change as reported
  Revenue	594.4	618.8	-2.6%	-3.9%
  Adjusted EBITDA	16.1	9.4	78.2%	71.9%
  Adjusted EBITDA margin	2.7%	1.5%
  Adjusted EBIT	-23.4	-30.1	22.3%	22.3%
  Adjusted EBIT margin	-3.9%	-4.9%

• In 2025, Bio-valorization revenue decreased by -2.6% compared to 2024, when excluding the foreign exchange effect. The volumes of PB Leiner were negatively impacted by the reorganization of the European bone gelatin activities in 2025 as well as by an incident in September 2025 in the Argentina collagen production facility. Also, gelatin and collagen selling prices were negatively impacted by unfavorable market conditions. Akiolis revenue increased in 2025 thanks to an increase of volumes and improved selling prices.

• The 2025 Adjusted EBITDA of Bio-valorization increased by +78.2%, when excluding the foreign exchange effect, to 16.1 million EUR. The Adjusted EBITDA of PB Leiner increased as the lower revenue and continued margin pressure were more than offset by the positive impact of the stop of the European Bone Chain activities and further implemented cost saving measures. No insurance compensation, related to the incident that occurred in September 2025 at the Argentina collagen production facility, was yet recognized in 2025, but is expected to be confirmed in 2026. The Akiolis Adjusted EBITDA increased in 2025 thanks to improved market circumstances.

  Industrial Solutions segment

  Million EUR	2025	2024	% Change excluding fx effect	% Change as reported
  Revenue	651.4	670.7	-2.4%	-2.9%
  Adjusted EBITDA	43.5	66.9	-34.5%	-35.0%
  Adjusted EBITDA margin	6.7%	10.0%
  Adjusted EBIT	3.4	28.6	-87.5%	-88.1%
  Adjusted EBIT margin	0.5%	4.3%

• The 2025 revenue decreased by -2.4%, when excluding the foreign exchange effect. Various 2025 sales initiatives within DYKA Group were not able to offset the continued low demand in the construction market. The revenue of Kuhlmann Europe and moleko decreased in 2025, as these activities were impacted by lower sales volumes.

• The Adjusted EBITDA of Industrial Solutions decreased by -34.5% in 2025, when excluding the foreign exchange effect, to 43.5 million EUR. The result of DYKA Group was negatively impacted by unfavorable market circumstances. The 2025 Adjusted EBITDA of Kuhlmann Europe and moleko decreased following lower sales volumes.

  Machines & Technologies segment

  Million EUR	2025	2024	% Change excluding fx effect	% Change as reported
  Revenue	504.3	461.4	10.3%	9.3%
  Adjusted EBITDA	51.3	27.3	90.2%	87.9%
  Adjusted EBITDA margin	10.2%	5.9%
  Adjusted EBIT	35.1	11.9	199.3%	194.9%
  Adjusted EBIT margin	7.0%	2.6%

• The revenue of Machines & Technologies increased in 2025 by +10.3% compared to 2024, when excluding the foreign exchange effect, mainly thanks to more favorable market circumstances for Picanol (weaving machines) in 1H25. In line with expectations, geopolitical and economic uncertainty continued to impact customer investment decisions, and negatively impacted results in the second half of 2025, leading to a lower Picanol revenue compared to 2H24. The revenue of Proferro (foundry and mechanical finishing) and Psicontrol (development and production of electronics) remained stable in 2025, while the first contribution of Osterwalder (acquired in June 2025) positively impacted the segments' revenue.

• The 2025 Adjusted EBITDA increased by +90.2%, when excluding the foreign exchange effect, to 51.3 million EUR, thanks to a higher contribution of Picanol, Proferro and Psicontrol, also helped by the positive impact of cost control measures. The newly acquired activity Osterwalder had no material impact on the 2025 Adjusted EBITDA.

  T-Power segment

  Million EUR	2025	2024	% Change excluding fx effect	% Change as reported
  Revenue	77.9	74.4	4.7%	4.7%
  Adjusted EBITDA	59.5	55.5	7.2%	7.2%
  Adjusted EBITDA margin	76.4%	74.6%
  Adjusted EBIT	24.4	20.3	19.8%	19.8%
  Adjusted EBIT margin	31.3%	27.3%

• In 2025, the revenue and the Adjusted EBITDA of T-Power slightly increased because of contractual impacts. These results were in line with expectations, as T-Power nv fulfilled all tolling agreement requirements. As the current tolling agreement will end as per June 30, 2026, the group continues to assess various options for the long-term utilization of the T-Power plant as a safe and reliable partner in the current energy mix. A final decision on its utilization is expected in the first half of 2026.

2025 Adjusted EBIT to profit details (Million EUR)

77.9

-0.4

2.9

-80.2

Adjusted EBIT 2025

EBIT Adjusting items EBIT

Finance (costs)

/ income

Income Tax Expense

Share of result of investments

Result 2025

2024-2025 Net financial debt reconciliation (Million EUR)

Net financial debt 31/12/2024

Adjusted EBITDA Change in working capital

Proceeds from the sale of shares to a non-controlling interest Proceeds from the sale of property, plant and equipment and other intangible assets

Dividends received Dividends paid to non-controlling interestholders

Other finance costs paid Employee Benefit payments Net interest received/(paid)

Effect of exchange rate differences Change in accounting estimates - inventory write off

Acquisition Osterwalder Advance payment on long-term electricity contract

Acquisition Metam Eastman

Use of provisions Income tax paid

Reimbursement and new lease liabilites

Growth capex and investments in new businesses for -89.0 M EUR in 2025

Payments to shareholders for -82.0 M EUR in 2025

Repurchase of own shares Dividends paid to shareholders

Growth capex Stay in business capex

Other individual insignficant items

Net financial debt 31/12/2025

-5,0

-67.4

-68.1

-7,7

-41,3

-45.0

288.1

12,5

5,1

5,1

2,1

-1.1

-1.4

-2.2

-2.8

-2.9

-4.9

-5.8

-6.7

-15.8

-22.6

-28.3

-29.5

-37.0

Outlook

• The following statements are forward-looking, and actual results may differ materially.

• The group anticipates a continued high level of economic and geopolitical uncertainty in 2026. Based on currently available information, the 2026 full year Adjusted EBITDA is expected to be in line with the 2025 Adjusted EBITDA.

• The group wishes to emphasize that it currently operates in a volatile geopolitical, economic and financial environment.

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Information remuneration report

Remuneration Executive Committee ("ExCom")

The ExCom was constituted as follows in 2025:

• CEO: Luc Tack nv, represented by Luc Tack;

• CFO: Chirmont nv, represented by its special proxy holder Miguel de Potter;

• CTO: Hoeylaerts Mgmt bv, represented by its special proxy holder Sandra Hoeylaerts;

  The ExCom remuneration package consists of the following items:

• Fixed compensation;

• Variable compensation;

  
  
  

• Other compensation items.

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