Financière de Tubize - Convening of the extraordinary general meeting of shareholders of Sep. 24, 2025

Convening of the Extraordinary General Meeting of shareholders of 24 September 2025

The shareholders are invited to attend the extraordinary general meeting, which will take place on 24 September 2025 at 10:00AM, at 1050 Brussels, Place du Champ de Mars 5, to discuss the agenda set out below.

The general meeting will be organised in a hybrid manner, both in person and digitally in accordance with Article 7:137, §1 of the Companies and Associations Code via the Microsoft Teams platform. The connection link will be sent by email to shareholders wishing to participate remotely and who have completed the admission formalities described below.

Agenda of the extraordinary general meeting of 24 September 2025

As discussed at the Annual General Meeting last April, the Board of Directors wishes to strengthen its expertise in the biopharmaceutical field in order to better support UCB and contribute to the development of a sustainable biopharmaceutical ecosystem in Belgium, the United Kingdom and other geographical areas relevant to UCB.

With this in mind, and in order to attract high-quality candidates, it became necessary to offer remuneration more in line with current practices in the biopharma sector. The remuneration policy submitted to the meeting for approval was developed on the basis of a comparative study carried out by a specialist firm.

We also propose that you approve the appointment of two new directors whose skills significantly strengthen the Board's biopharmaceutical expertise.

1.   Change to the remuneration policy

Proposed decision: approve the amendments to the remuneration policy established in accordance with Article 7:89/1 of the Companies and Associations Code. The revised version, submitted for approval by the extraordinary general meeting, is available on the company's website [www.financiere-tubize.be].

2.   Board of Directors - Appointment

a)   Proposed decision: approve, with immediate effect, the confirmation of the co-optation of Ms. Carinne Brouillon as a director, as decided by the board of directors on 6 June 2025, with her term of office expiring at the close of the ordinary general meeting to be held in 2029.

b)   Proposed decision: confirm that Ms Carinne Brouillon has been appointed as an independent director, in accordance with the independence requirements set out in the Companies and Associations Code and the 2020 Corporate Governance Code. The Board of Directors confirms that it has no indication of anything that might cast doubt on the independence of Ms Carinne Brouillon.

c)   Proposed decision: approve, with immediate effect, the confirmation of the co-optation of Ms. Iris Löw-Friedrich as a director, as decided by the board of directors on 6 June 2025, with her term of office expiring at the close of the ordinary general meeting to be held in 2029.

Formalities to attend the general meetings

To attend or be represented at the general meeting and exercise her/his voting right, a shareholder must have carried out the accounting registration of his/her shares on the fourteenth day before the general meeting at 24:00h Belgian time (being Wednesday 10 September 2025, the “Registration Date”), either by registering them in the Company’s register of nominative shares, or by registering them in the accounts of a licensed account holder or a settlement institution, the number of shares held on the day of the meetings being disregarded.

The shareholder must also inform the Company of her/his desire to attend the general meetings. A holder of nominative shares should send to the Company the duly signed attendance notice, this form being appended to the invitation to attend. A holder of dematerialized shares should send to the Company the attestations issued by the licensed account holder or by the settlement institution, certifying the number of shares that are registered in the accounts of the account holder or settlement institution on the name of the shareholder at the Registration Date and for which the shareholder has declared he/she wants to participate in the general meeting. The attendance notices or the attestations should reach the Company, at the e-mail address investorrelations@financiere-tubize.be, no later than six days before the date of the general meeting (being Thursday 18 September 2025).

Voting by proxy

The board of directors encourages shareholders to be represented by a proxy, in accordance with the provisions of articles 7:142 to 7:145 of the Companies and Associations Code.

The proxies must be executed in writing on the basis of the form drawn up by the board of directors and must be signed by the shareholder. For the nominative shareholders, the form is appended to their invitation to attend. Holders of dematerialized shares can retrieve the form from the Company’s website www.financiere-tubize.be. The proxy must reach the Company, at the e-mail address investorrelations@financiere-tubize.be, no later than six days before the date of the meeting (being Thursday 18 September 2025).

Digital participation and voting

Shareholders have the option of participating in the general meeting remotely via the Microsoft Teams platform. Shareholders wishing to use this method of participation are invited to expressly mention this in their notice of participation.

Shareholders may also vote digitally. In this case, no proxy needs to be given.

In accordance with Article 7:137 of the Companies and Associations Code, the Microsoft Teams platform allows shareholders to:

(i) follow the proceedings of the meeting directly, simultaneously and without interruption;

(ii) vote on all items on the agenda during the meeting without having to appoint a proxy;

(iii)    take part in discussions and exercise their right to ask questions.

Shareholders participating in the general meeting electronically are deemed to be present for the calculation of the majority. The Microsoft Teams platform also allows the Company to verify the identity and status of participants.

Shareholders who have completed the admission formalities will receive, in good time and electronically, instructions on how to connect to the meeting.

Adding items to the agenda and submitting proposed decisions

One or more shareholders collectively holding at least 3% of the share capital may request that items be added to the agenda of the meetings and submit proposed decisions concerning original and/or added matters on the agenda.

Requests should be made in writing and include the text of items to be added with corresponding proposed decisions or of proposed decisions relating to original agenda items. They should state the e-mail address to which the Company can send an acknowledgement of receipt. Requests should reach the Company no later than twenty-two days before the date of the general meeting (being Tuesday 2 September 2025) by e-mail sent to investorrelations@financiere-tubize.be.

Shareholders intending to exercise this right should prove, on the date of their request, that they hold at least 3% of the share capital, either through a certificate stating that the corresponding shares are registered in the Company’s register of nominative shares, or through a certificate drawn up by a licensed account holder or settlement institution certifying the number of corresponding dematerialised shares registered in accounts on the name of the shareholders. They should also perform the accounting registration for at least 3% of the capital.

If shareholders exercise this right, the Company shall publish a supplemented agenda for the general meetings according to the same terms as the original agenda and no later than fifteen days before the date of the general meetings (being Tuesday 9 September 2025). Simultaneously, the Company will make amended forms for voting by proxy available to its shareholders through its website.

Right to ask questions to the directors

Each shareholder who has satisfied the formalities for admission to the meetings has the right, as from the publication of the invitation to attend, to ask questions in writing about the directors’ reports, as well as about any other items indicated on the agenda of the general meetings, to which will be responded, as the case may be, by the directors, as long as the disclosure of data or facts does not harm the Company’s commercial interests and does not violate the confidentiality agreements binding the Company and its directors. These questions should be sent electronically to investorrelations@financiere-tubize.be, no later than the sixth day before the date of the meeting (being Thursday 18 September 2025).

Information on the website

The following information can be consulted on the Company’s website www.financiere-tubize.be:

• Present convening
• Proxy forms
• Total number of shares and voting rights at the date of the present convening
• All documents intended to be presented to the ordinary general meeting
  
  • Draft of the remuneration policy
  • Profile of the proposed new directors.

Holders of nominative shares receive a copy of all documents. Other shareholders may obtain a free copy of the documents by sending a request to investorrelations@financiere-tubize.be.

The board of directors