BANQUP GROUP
Public limited liability company (“naamloze vennootschap” / “société anonyme“) under Belgian law Registered office at Avenue Reine Astrid 92A, 1310 La Hulpe, Belgium
Company number 0886.277.617
Register of Legal Entities Walloon Brabant
CONVENING NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of Banqup Group SA/NV (the Company) has the honour of inviting its shareholders and holders of warrants to attend the Extraordinary General Shareholders’ meeting (the General Meeting), which will be held at Avenue Reine Astrid 92A, 1310 La Hulpe, on Tuesday 4 August 2026 at 18:00 (CET) to consider and vote on the items as listed in the agenda as set out below.
Applicable formalities are detailed at the end of this convening notice. Shareholders may, to the extent indicated, also use the ABN AMRO platform (www.abnamro.com/evoting) to complete all participation formalities and vote by proxy at the General Meeting.
Agenda of the Extraordinary General Meeting
The Extraordinary General Meeting will only validly deliberate on the items of its agenda if at least half of the capital is present or represented, in accordance with article 7:153 of the Belgian Companies and Associations Code. If this condition is not met, a new Extraordinary General Meeting with the same agenda will be convened for 3 September 2026. This second Extraordinary General Meeting will validly deliberate irrespective of the number of shares present or represented.
1. Amendment of the Articles of Association – Change of the company’s email address and website.
Proposed resolution: proposal to amend Article 1 of the Articles of Association to update the company’s email address to info@banqup.com and website to www.banqup.com in light of the change of name decided by the Company’s extraordinary general meeting on 20 May 2025.
2. Authorisation regarding the authorised capital.
2.1. Acknowledgment of the Board of Directors’ Report.
Acknowledgment of the report of the Board of Directors in accordance with Article 7:199 of the Companies and Associations Code concerning the authorisation regarding authorised capital, which describes the specific circumstances in which the authorised capital may be used and sets out the objectives pursued in doing so. This report is available on the Company’s website.
Since this is a mere acknowledgment, no proposed resolution is included.
2.2. Proposed Resolution.
Proposed resolution: proposal to grant a new authorisation to the Board of Directors of the Company to, in accordance with the proposal set out in the aforementioned report and within the limits of the mandatory provisions of company law, it may increase the share capital of the Company in one or more tranches, on the dates and under the conditions to be determined by the Board of Directors. The maximum amount of this authorisation shall not exceed EUR 15,000,000. This authorisation is granted for a period of three (3) years from the date of publication of this resolution in the Annexes to the Belgian Official Gazette. The Meeting further resolves to amend Article 6 of the Articles of Association accordingly, in order to reflect this authorisation as follows:
“The board of directors may increase the share capital of the company in one or more transactions by a cumulated maximum amount of fifteen million (EUR 15.000.000).
This authorisation may be renewed in accordance with applicable legal provisions. The board of directors may exercise this authority for a period of three (3) years from the date of publication in the Annexes to the Belgian Official Gazette of the closing of the authorisation granted on August 4, 2026.
Every capital increase pursuant to this authorisation shall take place under conditions to be determined by the board of directors, which may include capital increases in cash or in kind, by incorporation of reserves, issue premiums or revaluation surpluses, with or without issuance of new shares.
The board of directors is authorised to issue shares, convertible bonds, bonds with subscription rights or subscription rights within the limits of the authorised capital and with or without preferential subscription rights for existing shareholders.
If, following a capital increase within the framework of the authorised capital, an issue premium is paid, such premium shall be booked to an unavailable reserve account, which may only be reduced or disposed of by a resolution of the general meeting of shareholders subject to the same quorum and majority requirements as those applicable to an amendment of the articles of association. The board of directors may also use the above-mentioned authorisations to issue new shares below their accounting par value (pair comptable), in accordance with Article 7:178 of the Belgian Code of Companies and Associations.
When the board of directors exercises its authority within the framework of the authorised capital, it may restrict or cancel the preferential subscription right of shareholders in the corporate interest, subject to the restrictions and conditions provided for in the Belgian Code of Companies and Associations. Any decision to restrict or cancel the preferential subscription right shall require the favourable vote of at least seventy-five per cent (75%) of the directors present or represented who are entitled to vote, including a majority of the independent directors entitled to vote. Where the preferential subscription right is restricted or cancelled, the issue price of the new shares (or, as the case may be, of the underlying shares) shall not be more than twenty per cent (20%) below the lower of (i) the volume-weighted average price of the company’s shares on Euronext Brussels over the thirty (30) trading days preceding the date on which the issue price is determined and (ii) the closing price of the trading day immediately preceding such date. Notwithstanding the foregoing, such pricing restriction shall not apply where the board of directors determines, with the favourable vote of at least seventy-five per cent (75%) of the directors present or represented who are entitled to vote, including a majority of the independent directors entitled to vote, that the relevant issuance is required to address urgent financing needs and that recourse to a general meeting is impractical. Such restriction or cancellation may also be made in favour of employees of the company or its subsidiaries, or in favour of one or more specified persons, even if they are not employees. If the board of directors cancels or restricts the preferential subscription right, it may decide that existing shareholders benefit from a non-transferable contractual right of preference in the allocation of new shares, which shall not constitute a preferential subscription right within the meaning of the Belgian Code of Companies and Associations. In that case, the subscription period must last ten days.”
The proposed authorisation shall be granted for a period of three years from the date of publication of the minutes of the Extraordinary General Meeting in the Annexes to the Belgian Official Gazette.
3. Adoption of the Dutch translation of the Articles of Association.
Proposed resolution: proposal to adopt a Dutch translation of the Articles of Association, in order to bring the Company into compliance with the applicable language legislation given that it has active establishments in the Flemish Region. The coordinated Dutch version of the Articles of Association is available on the Company’s website.
4. Powers of attorney.
Proposed resolution: granting of powers of attorney to (i) each director of the Company, acting individually and with power of substitution and sub-delegation, for the implementation of the decisions taken; (ii) the officiating notary, to draft, sign and file the coordinated text of the Articles of Association with the registry of the competent enterprise court, in accordance with the applicable legal provisions; and (iii) each director of the Company, to Hilde Debontridder and Mathias Baert, each acting individually, as well as to their employees, mandataries and representatives, with power of substitution and sub-delegation, to complete the formalities with an enterprise counter with a view to the registration/update of the data in the Crossroads Bank for Enterprises, and, where applicable, with the administration of value added tax.
Practical provisions
Voting and majority
Shareholders who have validly notified their participation in the General Meeting may vote at the meetings. Shareholders may vote (i) in advance in accordance with the instructions set down below, or
(ii) where they have not voted in advance, vote during the meetings.
Each share shall have one vote. Decisions relating to agenda items 1 and 2 of the agenda shall only be validly adopted if shareholders present or represented hold at least 50% of the capital and the proposed resolutions are approved by at least 75% of the votes validly cast. The decision relating to agenda items 3 and 4 may be validly adopted regardless of the capital represented, subject to approval by a simple majority of the votes validly cast.
Admission conditions
The right to attend the General Meeting and to exercise voting rights during such meeting shall be granted solely based on the administrative registration of the shares in the shareholder’s name at 23:59:59 (CET) on 21 July 2026 at the latest, after processing of all entries and deletions as of that date, either (i) through the registration of the registered shares in the Company’s shares register, or (ii) in the event of dematerialized shares, by their registration in the accounts of a certified account holder or intermediary, irrespective of the number of shares that the shareholder is holding on the actual date of the General Meeting. The time and date stated above are deemed to be the registration date.
In the event of dematerialized shares, the registration of such shares in the accounts of the relevant certified account holder or intermediary shall be proven through a certificate from the relevant certified account holder or intermediary stating how many dematerialized shares were registered in its accounts in the shareholder’s name on the registration date.
The shareholders shall report on 29 July 2026 at 23:59:59 (CET) at the latest if they wish to participate in the General Meeting. This must be reported via (i) www.abnamro.com/evoting, (ii) by e-mail to secretary.general@banqup.com or (iii) by letter to Banqup Group SA, to the attention of Mathias Baert, Company Secretary, Avenue Reine Astrid 92A, 1310 La Hulpe, Belgium. In the case of dematerialized shares, a statement must be provided by the intervention of a financial intermediary acting on the instruction of the shareholder via www.abnamro.com/intermediary. The intermediaries concerned need to submit a declaration before 30 July 2026 by 13:00 (CET) at the latest that the number of shares held by the participant on the record date and the registration of the shares were notified to ABN AMRO. In addition, the intermediaries are also requested to include the full address details of the relevant underlying shareholders in order to be able to verify in an efficient manner their holding on the record date.
When informing the Company of their intention to participate in the General Meeting in accordance with the previous paragraph, shareholders shall indicate the number of shares in the Company which
(i) were held by the represented shareholder at 23:59:59 (CET) on 21 July 2026, after processing of all entries and deletions as of that date, and (ii) with which they intend to vote at the General Meeting, including the name of the representative or intermediary and its contact details (phone number and e-mail).
Holders of warrants are permitted to attend the General Meeting (but not to vote) on the condition of compliance with the admission conditions applicable to shareholders.
The shareholders or their representatives or proxy holders or warrant holders who have fulfilled the
participation formalities and have indicated that they intend to physically attend the General Meeting will receive an access card via their financial intermediary in case of dematerialized shares or via ABN AMRO in case of registered shares.
The possibility of submitting agenda items and/or proposed resolutions
In accordance with article 7:130 of the Belgian Code on Companies and Associations, one or more shareholders that jointly hold at least 3% of the capital shall have the right to add items on the agenda of the General Meeting and to submit proposed resolutions concerning such (added) items on the agenda. Such requests are to be submitted by e-mail to secretary.general@banqup.com, no later than on 13 July 2026. More detailed information on the conditions for making use of this option is available on the Company’s website.
On 20 July 2026 at the latest, the agenda, with any such additions, will be published on the Company’s website and disseminated via media that can reasonably be relied upon for the fast, effective and non-discriminatory dissemination of information to the public within the European Economic Area.
Right to ask questions
In accordance with article 7:139 of the Belgian Code on Companies and Associations, shareholders who complied with the above conditions for admission may submit questions in writing concerning the agenda items to the directors and/or the statutory auditor. Such questions are to be submitted by e-mail to secretary.general@banqup.com or by letter to Banqup Group SA, to the attention of Mathias Baert, Company Secretary, Avenue Reine Astrid 92A, 1310 La Hulpe, Belgium and this no later than on 29 July 2026. It will also be possible for shareholders who are physically attending the General Meeting to ask questions during the General Meeting.
These questions, as well as the questions set forth by the shareholders during the General Meeting, will be answered in the course of the General Meeting by, depending on the case, the directors or the statutory auditor. The directors or, as the case may be, the statutory auditor will foresee a reasonable amount of time to answer any questions (+/- 1 hour). Insofar as the communication of data or facts is of a nature to be detrimental to the business interests of the Company or the confidentiality to which the director or Banqup Group have committed themselves, the directors may refuse to answer such questions. The statutory auditor of the Company may also refuse to answer such questions if the communication of data or facts is of a nature to be detrimental to the business interests of the Company or the confidentiality to which the statutory auditor or Banqup Group have committed themselves.
More detailed information on the right to ask questions is available on the Company website.
Proxies and voting instructions
Shareholders who wish to be represented by a different person at the General Meeting can indicate this via www.abnamro.com/evoting or via their financial intermediary in case of dematerialized shares no later than 29 July 2026 at 17:00 (CET). In addition, shareholders can make use of the proxy form as prepared by the Board of Directors. This proxy form is available via the website of the Company and the Company’s registered office. This proxy must be filed at the Company’s registered office, for the attention of the Board of Directors, or sent by email to ava@nl.abnamro.com, in either case no later than at 17:00 (CET) on 29 July 2026.
In the event of any discrepancy between the different language versions of this convening notice and the other documents relating to the General Meeting, the French version will prevail.
Proxy forms submitted to the Company prior to the publication of any updated agenda shall remain valid with respect to those items of the agenda to which they relate, without prejudice to the right of the shareholder to withdraw and replace them on the basis of the updated agenda.
Availability of documents
All documents relating to the General Meeting (including this convening notice and the aforementioned proxy form) which the law requires to make available to shareholders are accessible on the Company’s website as from 3 July 2026 in French and English.
Privacy notice
The Company is responsible for the processing of the personal data it receives from shareholders, holders of other securities issued by the Company (if any) and proxy holders in the context of the General Meeting of the shareholders in accordance with the applicable data protection legislation. The processing of such personal data will in particular take place for the organization, analysis and management of the participation and voting procedure in relation to the General Meeting , in accordance with the applicable legislation and the Company’s Privacy Policy available at the website. This personal data will be transferred to third parties for the purpose of providing assistance in the management of participation and voting procedures, and for analyzing the composition of the shareholder base of the Company. The personal data will not be stored any longer than necessary in light of the aforementioned objectives. Shareholders, holders of other securities issued by the Company and proxy holders can find the Company’s Privacy Policy on the Company’s website. This Privacy Policy contains detailed information regarding the processing of the personal data of, among others, shareholders, holders of other securities issued by the Company and proxy holders, including the rights that they can assert towards the Company in accordance with the applicable data protection legislation. The aforementioned can exercise their rights with regard to their personal data provided to the Company by contacting the Company’s Data Protection Officer via gdpr@banqup.com.
Contact details
Banqup Group NV/SA
Public limited liability company (“naamloze vennootschap” / “société anonyme“) under Belgian law
with registered office at Avenue Reine Astrid 92A, 1310 La Hulpe, Belgium and registered with the Crossroads Bank for Enterprises under number 0886.277.617.
E-mail: secretary.general@banqup.com
Website: www.banqup.com
