B&S S A : Inside Information / Ad Hoc Information - CN EGM 17-11-2022

B&S Group

Société anonyme

Registered office: 14, rue Strachen, L-6933 Mensdorf, Luxembourg

R.C.S. Luxembourg: B135944

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 Meeting) on November 17, 2022 without the physical presence of its shareholders, as permitted by Luxembourg law1.

Arrangements are made for shareholders to cast votes by correspondence, vote electronically and by proxy (please refer to the procedures described at the end of this notice) in advance of the Meeting. 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/evoting for more details on how to exercise their voting right electronically.

Questions regarding the agenda items of the Meeting can be submitted only prior to the Meeting and in writing ultimately by 18:00 CET on November 4, 2022. The Company will provide responses to these questions on a best effort basis and make these available the latest on November 10, 2022 by 17:00 CET on its corporate website. More information on how to submit questions can be found under the section "General Information" of this convening notice.

B&S Group S.A.

The Executive Board

Luxembourg, October 17, 2022

***

Dear Shareholder,

Notice is hereby given that the Extraordinary General Meeting (the EGM) of B&S Group S.A. will be held on Thursday November 17, 2022 at 13:30 CET at the Company's registered office at 14, rue Strachen, L-6933 Mensdorf, Grand Duchy of Luxembourg.

The Company intends to appoint Mr. Jan Arie van Barneveld, Supervisory Board Chairman as Chairman and Mr. Bas Schreuders as Scrutineer and Mr. Jos Rotteveel 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 the following documents all of which will be made available on the corporate website of the Company:

1 Law 23 September 2020 on measures concerning the holding of meetings in companies and other legal entities, as amended and extended.

• Press release of the Executive Board of B&S Group S.A. dated October 3, 2022
• Proxy form
• Correspondence Voting form

B&S Group S.A.

The Executive Board

Luxembourg, October 17, 2022

Agenda of the EGM

1. Opening
2. Removal of Mr. Jan Arie van Barneveld from his position as member of the Supervisory Board with effect from the date of the relevant resolution (voting item)
3. Closing of the meeting

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

Agenda item 2 - Removal of Mr. Jan Arie van Barneveld from his position as member of the Supervisory Board with effect from the date of the relevant resolution (voting item)

The Executive Board presents its press release dated October 3, 2022 (08:00 CET) regarding the request of its shareholder Sarabel Invest S.a r. l. dated October 2, 2022 to convene a General Meeting of Shareholders and the agenda of the General Meeting includes the removal of Mr. Jan Arie van Barneveld from his position as member of the Supervisory Board of B&S Group S.A. with effect from the date of the relevant resolution. Following this removal, Mr. Jan Arie van Barneveld will cease to be a member, and consequently the Chairman, of the Supervisory Board.

Draft Resolution I

The EGM of shareholders, after having reviewed the relevant materials published by the Executive Board, approves of the requested removal of Mr. Jan Arie van Barneveld as member of the Supervisory Board effective immediately upon the adoption of this resolution.

General information

Availability of documents

The agenda, explanatory notes thereto, the proxy form and the correspondence voting form with respect to the Meeting, are available on the corporate website as from today: https://www.bs-group-sa.com/investors/corporate-governance/general-meetings

Hardcopies of these documents may be obtained free of charge by request sent by email to [e-mail] or at the registered office of B&S at 14, rue Strachen, L-6933 Mensdorf, Grand Duchy of Luxembourg.

Additions of agenda items or tabling of alternative resolutions

One or more shareholders representing together at least 5% of the issued share capital of B&S have the right to place items on the agenda of the Meeting and/or table draft

resolutions regarding existing or new agenda items.

Any such request must be received by B&S before 18:00 CET on October 26, 2022. The request must be made in writing by e-mail to [e-mail] or postal mail (to B&S Group S.A., for the attention of the Company Secretary, 14, rue Strachen, L-6933 Mensdorf, Grand Duchy of Luxembourg) and must include either (a) the text of the new agenda item and/or a draft resolution, and a background explanation or (b) an alternative resolution for an existing agenda item, with a clear identification of the agenda item concerned, the text of the proposed alternative resolution, and a background explanation. The request must include the name of a contact person and a contact address (postal address and e-mail) to enable B&S to confirm receipt within 48 hours, and proof must be provided that the requestor(s) was/were shareholder(s) of B&S for at least (/together) 5% on (i) the date of the request and, when available, (ii) the Record Date (as such term is defined below).

Attending the Meeting

As permitted by Luxembourg law2, B&S will hold the Meeting on November 17, 2022 without the physical attendance of the shareholders.

If you are a holder of shares of the Company on the Record Date and wish to participate in the Meeting (as per the procedures set out below), you are required to inform the Company at the latest on the Record Date, by sending an e-mail to [e-mail], confirming your intention to participate and indicating the Meeting in which you will participate and notifying the number and class of shares you hold in the Company. Please be aware that sending this e-mail does not exempt you from complying with the procedures set out below for voting at the Meeting.

Voting procedures

The persons entitled to exercise their voting rights and vote on the voting items in the Meeting scheduled on Thursday, November 17, 2022 shall be those persons who, after all changes have been processed, have these rights on Thursday, November 3, 2022 (00:00 CET) (the Record Date) and are registered as such in B&S's shareholders register or in the administration held by the intermediaries with Euroclear Nederland within the meaning of the Dutch Securities Giro Transfer Act (Wet giraal Effectenverkeer).

In all instances, the shareholder will have to obtain a proof of ownership of their B&S shares from their respective financial intermediary, in the form of a Confirmation of Entitlement. The Confirmation of Entitlement must indicate the identity of the owner of the B&S shares, the number of shares registered, and that the relevant shares were registered in the financial intermediary's records in the holder's name on the Record Date.

2 Law 23 September 2020 on measures concerning the holding of meetings in companies and other legal entities, as amended and extended.

Voting by correspondence

Shareholders on the Record Date may cast their vote in writing, by correspondence.

The correspondence voting form for the Meeting is available at https://www.bs-group-sa.com/investors/corporate-governance/general-meetings/.

Shareholders must have obtained and delivered the completed, dated and signed correspondence voting form and the Confirmation of Entitlement issued by the financial intermediary dated on the Record Date to B&S, for the attention of the Company Secretary, 14, rue Strachen, L-6933 Mensdorf, Grand Duchy of Luxembourg, the latest on November 11, 2022 by 17:00 CET.

Electronic voting

The voting rights can be exercised in advance of the Meeting through: www.abnamro.com/evoting; voting will not be possible during the Meeting. For more details on how to exercise voting rights please visit www.abnamro.com/evoting. Votes may be cast electronically until November 11, 2022, 17:00 CET via www.abnamro.com/evoting. Intermediaries will need to issue a statement and the votes via www.abnamro.com/intermediary, the latest on November 14, 2022 by 13:00 CET, stating that the shares were registered in the name of the holder thereof on the Record Date whereupon the holder will receive a proof of registration and voting.

Proxy voting

In connection with the Meeting, shareholders on the Record Date may give voting instructions to B&S's Company Secretary (with a right of subdelegation to another person designated by B&S), or to any other person designated by them. In case shareholders designate a person as proxy other than B&S's Company Secretary, such person may only vote at the Meeting by casting a vote by correspondence (see section "Voting by Correspondence" above). B&S may request such additional information from the proxyholder (other than B&S's Company Secretary or its subdelegate) as is necessary and proportionate to identify the relevant proxyholder.

The proxy form for the Meeting is available at https://www.bs-group-sa.com/investors/corporate-governance/general-meetings/.The respective shareholder will have to provide ABN AMRO, and, upon request, B&S, with the proxy form and the confirmation of entitlement, dated on the Record Date the latest on November 11, 2022 by 17:00 CET.

The Company Secretary (or the subdelegated proxyholder) will vote in accordance with the instructions given by the shareholder through the proxy form. If no voting instructions are given in the proxy form, the Company Secretary (or the subdelegated proxyholder) will vote in favour of the resolution proposed.

Shareholders who wish to revoke their proxy may do so by timely delivering a properly executed later- dated proxy in accordance with the procedures set out above no later than November 11, 2022 by 17:00 CET, or by logging in at www.abnamro.com/evoting.

Submitting questions ahead of the Meeting

As permitted by Luxembourg law3, shareholders can only ask questions about items on the agenda of the Meeting ahead of the Meeting. The Company will provide responses to the questions in advance of the Meeting. It will not be possible to ask questions during the Meeting.

Please submit your questions to: [e-mail] ultimately by 18:00 CET on November 4, 2022 and include the shareholder's full name and address and a Confirmation of Entitlement of B&S shares as at the Record Date (as defined here before) issued by a financial intermediary. The

3 Law 23 September 2020 on measures concerning the holding of meetings in companies and other legal entities, as amended and extended.

responses to these questions will be made available the latest on November 10, 2022 by 17:00 CET on the corporate website of B&S Group S.A.

ABN AMRO N.V.

Corporate Broking & Issuer Services HQ 7212

Gustav Mahlerlaan 10

1082 PP Amsterdam, the Netherlands

E-mail:[e-mail]

B&S Group S.A.'s registered office

14, rue Strachen L-6933 Mensdorf G.D. Luxembourg

R.C.S. Luxembourg: B135944