Wendel SeEURONEXT: MF

Press release as of May 22, 2026 – 2026 Shareholders’ Meeting – All resolutions are adopted

· Issued by Wendel SE


P R E S S R E L E A S E - 0 5 . 22 . 2 0 2 6

2026 Shareholders' Meeting

All resolutions are adopted

All the 28 resolutions submitted to Wendel shareholders' vote at the Shareholders' Meeting held on May 21, 2026 were approved.

The Shareholders' Meeting notably approved the payment of an ordinary dividend amounting to €5.10 per share1, the renewal of Franca Bertagnin Benetton and William D. Torchiana as members of the Supervisory Board, and the appointment of Alain Missoffe as Board observer.

The final dividend of €3.60 ex-date will be May 26, 2026, and it will be paid on May 28, 2026.

Number of shares comprising the share capital: 42 823 537 Number of shares having the voting right: 39 534 228

Participation and quorum

Ordinary Meeting

Extraordinary Meeting

Shareholders

Shares

%

Voting rights

Shareholders

Shares

%

Voting rights

Presents

49

556 545

1.41%

1 109 634

49

556 545

1.41%

1 109 634

Represented

3

28 019

0.07%

55 988

3

28 019

0.07%

55 988

Proxies to Chairman

961

19 123 967

48.37%

37 926 499

959

19 027 496

48.13%

37 829 926

Remote votes

861

8 593 556

21.74%

8 908 742

860

8 575 480

21.69%

8 840 597

Total

1 874

28 302 087

71.59%

48 000 863

1 871

28 187 540

71.30%

47 863 115



‌1 Of which an interim dividend of €1.50 paid in November 2025.

Result of the votes

N°

Resolutions pertaining to the

Ordinary Meeting

Result

% For

Votes For

% Against

Votes Against

Abstention

Valid votes cast

1

Approval of the parent company financial statements for 2025

Adopted

99.70%

47 839 340

0.30%

142 694

14 096

47 982 034

2

Approval of the consolidated financial statements for 2025

Adopted

99.82%

47 897 797

0.18%

84 167

14 096

47 981 964

3

Net income allocation, dividend approval and dividend payment

Adopted

99.92%

47 952 618

0.08%

37 049

6 463

47 989 667

4

Approval of regulated related-party agreements entered into with Wendel-Participations SE

Adopted

97.97%

12 537 707

2.03%

259 432

3 760

12 797 139

5

Renewal of the term of office of Mrs. Franca Bertagnin Benetton as member of the Supervisory Board

Adopted

97.63%

46 825 515

2.37%

1 135 985

34 630

47 961 500

6

Renewal of the term of office of Mr. William D. Torchiana as member of the Supervisory Board

Adopted

96.90%

46 472 844

3.10%

1 488 753

34 503

47 961 597

7

Appointment of Mr. Alain Missoffe as an observer

Adopted

98.92%

47 445 588

1.08%

518 012

32 500

47 963 600

8

Approval of an adjustment for 2025 to the Executive Board long-term compensation

Adopted

99.18%

47 594 515

0.82%

393 043

8 541

47 987 558

9

Approval of the information relating to the compensation items previously paid or awarded to the members of the Executive Board and to the members of the Supervisory Board, in accordance with Article L. 22-10-9 I of the French Commercial Code

Adopted

98.39%

47 208 665

1.61%

771 033

16 401

47 979 698

10

Approval of the compensation items paid in or awarded for the year ended December 31, 2025 to Laurent Mignon, as Chairman of the Executive Board

Adopted

97.86%

46 934 321

2.14%

1 026 478

35 301

47 960 799

11

Approval of the compensation items paid in or awarded for the year ended December 31, 2025 to David Darmon, as member of the Executive Board

Adopted

97.75%

46 880 042

2.25%

1 079 898

36 160

47 959 940

N°

Resolutions pertaining to the

Ordinary Meeting

Result

% For

Votes For

% Against

Votes Against

Abstention

Valid votes cast

12

Approval of the compensation items paid during or awarded for the year ended December 31, 2025 to Nicolas ver Hulst, as Chairman of the Supervisory Board

Adopted

99.37%

47 649 352

0.63%

301 642

45 106

47 950 994

13

Approval of the compensation policy for the Chairman of the Executive Board

Adopted

97.70%

46 862 925

2.30%

1 100 994

36 111

47 963 919

14

Approval of the compensation policy for the member of the Executive Board

Adopted

97.54%

46 769 692

2.46%

1 180 778

36 536

47 950 470

15

Approval of the compensation policy for the members of the Supervisory Board

Adopted

99.05%

47 524 851

0.95%

455 440

19 809

47 980 291

16

Authorization given to the Executive Board to buy back Company shares

Adopted

99.71%

47 844 018

0.29%

140 274

11 838

47 984 292

28

Powers for legal formalities

Adopted

99.82%

47 908 826

0.18%

84 187

3 019

47 993 013

* * *

N°

Resolutions pertaining to the

Extraordinary Meeting

Result

% For

Votes For

% Against

Votes Against

Abstention

Valid votes cast

17

Authorization given to the Executive Board to reduce the share capital by the cancellation of shares

Adopted

99.83%

47 748 310

0.17%

79 566

7 506

47 827 876

18

Overall ceiling for capital increases

Adopted

99.58%

47 620 952

0.42%

201 917

12 483

47 822 869

19

Delegation of authority granted to the Executive Board to increase the share capital, with preferential subscription rights maintained, through the issue of shares or securities giving access to the capital

Adopted

99.54%

47 605 476

0.46%

221 244

8 632

47 826 720

20

Delegation of authority granted to the Executive Board to increase the share capital, with cancellation of preferential subscription rights, through the issue of shares or securities giving access to the capital, by way of a public offering

Adopted

99.24%

47 463 291

0.76%

362 423

9 638

47 825 714

21

Delegation of authority granted to the Executive Board to increase the share capital, with cancellation of preferential subscription rights, through the issue of shares or securities giving access to the capital, by way of an offer referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code

Adopted

99.16%

47 419 979

0.84%

402 602

12 801

47 822 581

22

Delegation of authority granted to the Executive Board to increase the number of shares to be issued in the event of over-subscription, with or without preferential subscription rights

Adopted

98.73%

47 215 919

1.27%

606 691

12 772

47 822 610

23

Delegation of authority granted to the Executive Board to increase the share capital, with cancellation of preferential subscription rights, as consideration for contributions in kind

Adopted

99.12%

47 403 144

0.88%

421 777

10 431

47 824 921

24

Delegation of authority granted to the Executive Board to increase the share capital, with cancellation of preferential subscription rights, in the context of a public exchange offer (OPE)

Adopted

99.59%

47 601 791

0.41%

194 693

38 868

47 796 484

N°

Resolutions pertaining to the

Extraordinary Meeting

Result

% For

Votes For

% Against

Votes Against

Abstention

Valid votes cast

25

Delegation of authority granted to the Executive Board to increase the share capital by incorporation of reserves, profits, premiums or other items

Adopted

99.84%

47 747 140

0.16%

77 515

10 697

47 824 655

26

Delegation of authority granted to the Executive Board to increase the share capital through the issue of shares or securities giving access to the share capital reserved for members of the Group savings plan and the international Group savings plan, with cancellation of preferential subscription rights in their favor

Adopted

99.45%

47 534 405

0.55%

264 789

32 158

47 799 194

27

Authorization given to the Executive Board to allocate free shares to some or all of the Company's executive corporate officers and employees

Adopted

99.04%

47 210 639

0.96%

456 366

164 346

47 667 005

Agenda

Thursday, July 30, 2026

H1 2026 results - Financial communication as of June 30, 2026, and condensed Half-Year consolidated financial

statements (before-market release)

Thursday, October 22, 2026

Q3 2026 Trading update - Financial communication as of September 30, 2026 (before-market release)

About Wendel

Wendel is one of Europe's leading listed investment firms. Regarding its principal investment strategy, the Group invests in companies which are leaders in their field, such as ACAMS, Bureau Veritas, Crisis Prevention Institute, Globeducate, IHS Towers, Scalian, Stahl and Tarkett. In 2023, Wendel initiated a strategic shift into third-party asset management of private assets, alongside its historical principal investment activities. In this context, Wendel completed the acquisitions of a 51% stake in IK Partners in May 2024 and 72% of Monroe Capital in March 2025 and 56% of Committed Advisors in April 2026. As of March 31, 2026, Wendel Investment Managers manages 49.5 billion euros on behalf of third-party investors, pro forma of the acquisition of Committed Advisors, and c.5.5 billion euros invested in its Principal Investments activity.

Wendel is listed on Eurolist by Euronext Paris.

Standard & Poor's ratings: Long-term: BBB, negative outlook - Short-term: A-2

Wendel is the Founding Sponsor of Centre Pompidou-Metz. In recognition of its long-term patronage of the arts, Wendel received the distinction of "Grand Mécène de la Culture" in

2012.



For more information: wendelgroup.com Follow us on LinkedIn @Wendel



Press contacts Analyst and investor contacts

Christine Anglade: + 33 6 14 04 03 87 Olivier Allot: +33 1 42 85 63 73

c.anglade@wendelgroup.com o.allot@wendelgroup.com

Caroline Decaux: +33 1 42 85 91 27 Lucile Roch: +33 1 42 85 63 72

c.decaux@wendelgroup.com l.roch@wendelgroup.com

Primatice

Olivier Labesse: +33 6 79 11 49 71 olivierlabesse@primatrice.com Hugues Schmitt: +33 6 71 99 74 58 huguesschmitt@primatice.com

Todd Fogarty: + 1 212 521 4854 Kekst CNC todd.fogarty@kekstcnc.com



Shareholders' Meeting - May 22, 2026

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