B&S S A : Inside Information / Ad Hoc Information B&S CN EGM August 18th

Extraordinary General

Meeting

B&S Group S.A.

Friday, August 18, 2023 | 9:30 CEST

Hotel Le Royal,

12 Boulevard Royal, Luxembourg

GD-Luxembourg

Convening notice

Important information regarding the Extraordinary General Meeting of B&S Group S.A.

B&S Group S.A., a public limited liability company (société anonyme) having its registered office at 14, rue Strachen, L-6933 Mensdorf, Luxembourg, registered with R.C.S. Luxembourg under number B135944 (B&S or the Company) has decided to hold its Extraordinary General Meeting (the EGM or the Meeting) on Friday August 18, 2023.

Shareholders are required to exercise their voting rights exclusively in accordance with the procedures set out in this convening notice. Shareholders are kindly referred to http://www.abnamro.com/evotingfor more details on how to exercise their voting right electronically.

Dear Shareholder,

Notice is hereby given that the Extraordinary General Meeting (the EGM or the Meeting) of B&S Group S.A. will be held on Friday August 18, 2023 at 09:30 CEST at Hotel Le Royal, 12 Boulevard Royal, Luxembourg, G.D. Luxembourg.

The Company intends to appoint Mr. Derk Doijer, Supervisory Board member as Chairman, Mr. Bas Schreuders as Scrutineer and Ms. Marlies Prakken as Secretary for the purposes of constituting the bureau of the Meeting. If any of the persons mentioned above cannot, for any reason whatsoever, attend the Meeting any other persons may be appointed subject to the terms of the articles of association of the Company (the Articles).

This invitation to the Meeting has to be read in conjunction with, inter alia, the following documents all of which will be made available on the corporate website of the Company:

• Amended Articles of Association

B&S Group S.A.

The Supervisory Board

Luxembourg, July 12, 2023

| 3

Agenda of the EGM

1. Opening
2. Appointment of the external auditor (voting item)
3. Amendment art. 21 paragraph 1 of the Articles of Association (voting item)
4. Composition of the Supervisory Board
   - proposal for appointment of Ms. E. Versteegden (voting item)
5. Closing of the Meeting

| 4

Explanatory notes to the agenda and proposed resolutions of the Extraordinary General Meeting

Agenda item 2 - Appointment of the external auditor (voting item)

The Supervisory Board presents to the EGM its proposal for appointment as external auditor.

The Supervisory Board first notes that during March until June the Company's Audit and Risk Committee conducted an auditor tender and selection procedure conducted in accordance with Regulation (EU) 537/2014. The selection criteria were formulated with the help of the B&S Selection Committee and inter alia included:

• Audit team diversification, experience and quality
• Audit timing
• (Tailored) Audit approach
• Audit hours spend before December 31st (minimum expected 50%)
• Fixed audit fee and hourly rates (partner, senior manager, manager staff)
• Content of the proposal, presentation and possible answers to the Company's questions

The Audit and Risk Committee, acting collectively or through its chair, was responsible for initiating and supervising the competitive tender process.

Under the supervision of the Audit and Risk Committee, the proposals received by the Company were evaluated against the selection criteria by a panel of experts, consisting of Kim Smit, Leendert Blijdorp, Derk Doijer, Mark Gils, Peter van Mierlo, Mark Faasse and Edwin van der Kolk.

Each proposal was carefully reviewed and scored based on how well it met each of the selection criteria.

Further to this process and based on the selection criteria determined in the tender documentation, the Company's Audit and Risk Committee recommended two choices for the audit engagement.

After careful evaluation, the Audit and Risk Committee's expressed a preference for KPMG. KPMG was selected because they had a better or equal score against the evaluation criteria, with their score exceeding the score of the other bidder on the selection criteria 1) audit team diversification, experience and quality, 2) audit timing 2023, 3) content of the proposal, presentation and possible answers to our question and their score being equal on audit hours spent before December 31 and less on fixed audit fee and hourly rates.

In line with the preference expressed by the Audit and Risk Committee, the Supervisory Board proposes to the EGM to appoint KPMG as independent auditor for a duration of the engagement of five (5) years to perform the independent audit of the Company's annual accounts and the consolidated financial statements for the financial years 2023-2027.

Draft resolution I

| 5