Annual Report 2025

Annual Report 2025

Key terms of equity plan applicable to grants in 2025

Stock options granted pursuant to the Equity Incentive Plan shall vest over a 36-month period, with 12/36ths of the total grant vesting on the first anniversary of the grant date and the remaining 24/36ths vesting in equal monthly installments of 1/36th each month thereafter. The number of Stock Options that vest on each vesting date is rounded to the nearest whole number. Fractions below 0.5000 are rounded down, while fractions of 0.5000 or above are rounded up. If rounding down, the difference is added to the next vesting date; if rounding up, the difference is deducted from the next vesting date. Any remaining unvested equity is fully vested on the final day of the applicable vesting period—36 months for Stock Options, subject, in each case, to the plan participant’s continued employment or mandate. Stock options are exercisable when vested, and in any case not after the stock option expiration date included in each individual stock option grant, which is 10 years, or in the case of Belgian tax resident employees, at their election either 5 years or 10 years from the date of grant.

Each stock option shall be granted with an exercise price equal to the fair market value upon the date of grant and shall have a term equal to five or 10 years from the date of grant. Plan participants may prefer to elect the five-year period as this may limit their personal tax obligations in respect of the stock option in respect to the jurisdiction where stock options are taxed at grant, compared to a ten-year stock option. Stock options granted to Belgian tax resident beneficiaries (including the CEO) are not exercisable prior to the fourth year following the year of the grant. More specifically, stock options granted to an Executive Director cliff vests on the third anniversary of the grant date. Non-Executive Directors are not eligible to receive any stock option grants.

RSUs granted under the Equity Incentive Plan shall vest over a period of four years with respect to one fourth of the shares upon each anniversary of the date of grant. At the time of vesting, the holder of such RSUs receives shares in the share capital of the Company for free equal to the number of RSUs vested minus a certain number of shares required to cover employee taxes payable by us on behalf of the holder of RSUs, if applicable. Since 2025, RSUs are no longer granted to the NEOs.

Any RSUs granted to Non-Executive Directors in 2025 vested after one year instead of four years and are subject to a three-year holding period. In accordance with our 2025 Remuneration Policy, any RSUs granted in 2026 and beyond to Non-Executive Directors are not subject to any vesting conditions and the shares must be held until the fourth anniversary of the grant date, except to the extent necessary to cover immediate tax obligations resulting from the immediate vest.

Since 2025, PSUs are granted to NEOs under the Equity Incentive Plan. PSUs cliff vest at the end of their three-year performance period. Pay-out levels depend upon the achievement of the Executive Director’s measures relative to the threshold, target and maximum levels that were determined by the Board.

Unvested equity incentives shall vest in the event of a (i) sale, merger, consolidation, tender offer or similar acquisition of shares or other transaction or series of related transactions as a result of which a change in control occurs, (ii) sale or other disposition of all or substantially all of the Company’s assets or (iii) the Company’s dissolution and/or liquidation.

The Board of Directors, upon approval of a majority of the Non-Executive Directors, may amend or terminate the Equity Incentive Plan or may amend the terms of the Equity Incentive Plan, or any outstanding stock options or RSUs, provided that the Company will compensate any affected individual for any direct negative impact of such amendment.