Banijay Group N.V.: Convening of the annual general meeting

Paris – 2 April 2025

Convening of the Annual General Meeting of Banijay Group N.V.

Banijay Group N.V. today announced that the Annual General Meeting (“General Meeting”) will take place on Thursday 22 May 2025 at 2:00 pm CET at Mediarena 2, 1114 BC Amsterdam-Duivendrecht, the Netherlands.

The agenda for the meeting is as follows:

1. Opening
2. Report of the Financial Year 2024
3. Remuneration report 2024, which is included in the 2024 Universal Registration Document (advisory vote)
4. Discussion on the corporate governance chapter, which is included in the 2024 Universal Registration Document (advisory vote)
5. Annual accounts 2024
   1. Adoption of the annual accounts 2024 that are included in the 2024 Universal Registration Document (voting item)
   2. Distribution over Financial Year 2024 (voting item)
6. Discharge members of the Management Board
   1. Discharge executive members of the Management Board (voting item)
   2. Discharge non-executive members of the Management Board (voting item)
7. Re-appointment of Mrs Éléonore Ladreit de Lacharrière-Katzner as Non-Executive Director (voting item)
8. Re-appointment of Mrs Susana Gallardo Torrededia as Non-Executive Director (voting item)
9. Appointment of Mr François Laroze as Non-Executive Director (voting item)
10. Designation of the Management Board in relation to the issuance of shares
    1. Designation of the Management Board as the competent body to issue shares and to grant rights to acquire shares (voting item)
    2. Designation of the Management Board as the competent body to limit or exclude any pre-emptive rights (voting item)
11. Designation of the Management Board in relation to any long-term incentive plan(s)
    1. Designation of the Management Board as the competent body to issue ordinary shares and to grant rights to acquire ordinary shares (voting item)
    2. Designation of the Management Board as the competent body to limit or exclude any pre-emptive rights (voting item)
12. Designation of the Management Board in relation to convertible bonds and/or any debt instrument including warrants
    1. Designation of the Management Board as the competent body to issue ordinary shares and to grant rights to acquire ordinary shares in relation to convertible bonds and/or any debt instrument including warrants (voting item)
    2. Designation of the Management Board as the competent body to limit or exclude any pre-emptive rights (voting item)
13. Authorisation of the Management Board to repurchase shares in the Company (voting item)
14. Any other business
15. Closing
    
    
    
    

GENERAL INFORMATION

Meeting documents

The Company is an international company and its corporate language is English. The General Meeting will therefore be conducted in English.

The agenda and the explanatory notes to the agenda, the 2024 Universal Registration Document (which includes the report of the Management Board and the annual accounts for the Financial Year 2025), are available on the website of the Company: .

These documents are also available for inspection at the office of the Company, 5, rue François 1^er, 75008 Paris, France. Please send an email should you want to obtain a copy free of charge (email: ).

Attendance instructions

Registration date

Shareholders may exercise voting rights if they hold shares in the share capital of the Company on 24 April 2025 (the "Registration Date") and are registered as such in the administrations held by the banks and brokers that are intermediaries (the "Intermediaries").

Attending in person

Shareholders who wish to attend the General Meeting in person or wish to authorize others to represent them at the General Meeting and are entitled to attend the General Meeting must register themselves at ABN AMRO via or through the Intermediary in whose administration the shareholder is registered as holder of shares of the Company, no later than 5:00 pm CET on 15 May 2025.

The Intermediaries must provide to ABN AMRO, via , no later than 1:00 pm CET on 16 May 2025 a statement identifying the number of shares held by the shareholder on the Registration Date and presented for registration, as well as the full address details of the shareholder concerned in order to be able to verify the shareholding on the Registration Date in an efficient manner.

The shareholder will receive from ABN AMRO directly or via the Intermediary, proof of registration (the "Registration Card") with a registration number by e-mail. This Registration Card will serve as an admission ticket to the General Meeting and should be brought to the General Meeting in order to gain admission in person.

Proxy and voting instructions

A shareholder who does not wish to attend the General Meeting in person may, without prejudice to the above with regard to registration, grant an electronic proxy with voting instructions via the evoting system of ABN AMRO () no later than 5:00 pm CET on 15 May 2025. This electronic proxy with voting instructions in the ABN AMRO evoting system is granted to M.A.J. Cremers, civil-law notary in Amsterdam, the Netherlands, and/or her legal substitute and/or each civil-law notary of Stibbe.¹

A proxy can be granted with or without voting instructions. In case a proxy is granted without voting instructions it shall be deemed to include a voting instruction in favor of all proposals made by the Management Board. M.A.J. Cremers is authorised to share the voting instructions given by a Shareholder with the Management Board of the Company, unless the Shareholder explicitly states by email to no later than 5:00 pm CET on 15 May 2025 that he/she does not consent to the sharing of the voting instructions given by him/her.

In the event the Shareholder later decides to attend the meeting he/she has the possibility to withdraw his/her proxy and voting instruction prior to the meeting, at the reception desk of the venue of the General Meeting.

Admission on the day of the General Meeting

Admission will take place at the registration desk at the venue of the General Meeting between 1:30 pm CET and 1:50 pm CET, with 2:00 pm CET being the start of the General Meeting on 22 May 2025.

It is not possible to be admitted after this time. Attendees may be asked to identify themselves prior to being admitted to the meeting and are therefore requested to bring a valid identity document. Access may be declined in case no proof of registration or identification can be provided.

Agenda

Q1 2025 results: 15 May 2025

Capital Markets Day: 16 May 2025

Investor Relations

Press Relations

About Banijay Group

Banijay Group is a global entertainment leader founded by Stéphane Courbit, a 30-year entrepreneur and entertainment industry pioneer. Our mission is to inspire passion by providing audiences with engaging and innovative entertainment experiences. The Group’s activities include content production & distribution (through Banijay Entertainment, the largest international independent producer distributor), live experiences (through Banijay Live, a leading player in live experiences) and online sports betting & gaming (through Banijay Gaming, Europe’s fastest-growing online sports betting platform). In 2024, Banijay Group recorded revenue and Adjusted EBITDA of €4.8bn and €900m respectively. Banijay Group is listed on Euronext Amsterdam (ISIN: NL0015000X07, Bloomberg: BNJ:NA, Reuters: BNJ.AS)

Regulated information related to this press release is available on the website:

1 Alternatively, a shareholder may also grant a proxy in writing to a third party or to M.A.J. Cremers. For this a form is available free of charge at the offices of the Company and on the website . The form must be completed and be received by M.A.J. Cremers, civil-law notary in Amsterdam, the Netherlands, by e-mail via no later than 5:00 pm CET on 15 May 2025.

This also applies for holders of registered shares.

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