EXMAR report 2025

4.1 CORPORATE GOVERNANCE STATEMENT 154 Purchase of own shares At the Extraordinary General Meeting of Shareholders of 20 May 2025 it was decided to authorize the Board of Directors to acquire maximum 20% of the existing shares or profit-sharing certificates for a period of five years from the date of publication of this decision in the Annexes to the Belgian Official Gazette, at a price per share which shall not exceed the maximum price per share acceptable under applicable legislation and shall not be less than 0.01 euro. The number of treasury shares on 31 December 2025 amounted to 2.40%, which represents 1,956,013 shares. Transfer of shares and shareholders’ arrangements The Articles of Association impose no restrictions on the transfer of shares. Defensive mechanisms On 16 May 2023 the Extraordinary General Meeting of Shareholders authorized the Board of Directors, subject to the applicable legislation and to prevent an imminent grave disadvantage to the Company, including a public takeover bid on the Company’s securities, to acquire and sell the Company's shares or profit-sharing certificates for a period of three years from the date of publication of the decision made by the Extraordinary General Meeting on 16 May 2023 in the Annexes to the Belgian Official Gazette. Moreover, the Board of Directors was also authorized to increase the Company’s capital within the limits of the authorized capital in the event of a notification from the Financial Services and Markets Authority (FSMA) concerning a public takeover bid on the Company’s securities. Anti-takeover provisions in EXMAR NV’s articles of association EXMAR’s Articles of Association currently do not contain any anti-takeover provisions. Anti-takeover provisions under Belgian law Under Belgian law, public takeover bids for all outstanding voting securities of the issuer are subject to the supervision of the FSMA. If the latter determines that a takeover violates Belgian law, it may lead to suspension of the exercise of the rights attached to any shares that were acquired in connection with the envisaged takeover. Pursuant to the Belgian Law of 1 April 2007 on public takeovers, a mandatory takeover bid must be made when, as a result of its own acquisition or the acquisition by persons acting in concert with it, a person owns, directly or indirectly, more than 30% of the securities with voting rights in a company with registered office in Belgium whose securities are admitted to trading on a regulated or recognized market. The acquirer must offer to all other shareholders the opportunity to sell their shares at the higher of (i) the highest price offered by the acquirer for shares of the issuer during the 12 months preceding the announcement of the bid or (ii) the weighted average price of the shares on the most liquid market of the last 30 calendar days prior to the date on which it became mandatory for the acquirer to launch a mandatory takeover bid for the shares of all other shareholders. Control mechanism of any employee share scheme where the control rights are not exercised directly by the employees There is no employee share scheme with such a mechanism. Shareholders’ agreements The Company has no knowledge of any agreements made between shareholders. Shareholding structure and notifications received Shareholding structure as per 31 December 2025:  SAVEREX: 92.54%  EXMAR: 2.40%  Freefloat: 5.06% The EXMAR share is listed on Euronext Brussels and is part of the Bel Small index (Euronext: EXM). On 11 February 2025 EXMAR’s major shareholder, Saverex NV, launched a voluntary and conditional public takeover bid for all shares of EXMAR not already owned by it or persons affiliated with it (the “2025 Bid”). On 18 April 2025 Saverex NV announced the results of the 2025 Bid. A total of 3,317,061 shares were tendered, representing 5.57% of EXMAR's outstanding shares. Accordingly, following completion of the 2025 Bid, Saverex NV held 54,177,890 shares, representing 91.06% of the outstanding shares of EXMAR. Taking into account the shares held by Nicolas Saverys (7,924) and by EXMAR (1,956,013), Saverex NV and its affiliates together held 56,141,827 shares, representing 94.36% of the outstanding shares of EXMAR. On 26 August 2025, the Company announced the results of the capital increase through the combination in kind of dividend rights in the context of the optional dividend for the financial year 2024. The capital increase resulted in the issue of 21,972,210 new shares, for a total amount of EUR 160,565,659.85, and the capital being represented by 81,472,210 fully paid-up ordinary shares. During 2025 and up to and including the date of this report, following notifications in the context of the Transparency Act of 2 May 2007 were received:  On 21 January 2025, EXMAR announced that Saverex NV crossed a threshold of 85% due to an acquisition of shares