Ackermans & van Haaren NV

AGM Information • Apr 25, 2024

Begijnenvest 113 2000 Antwerp 0404.616.494 LER Antwerp, division Antwerp www.avh.be

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The board of directors invites the shareholders to attend the annual general meeting to be held on Monday May 27, 2024 at 14.00h at Amaryllis hall at Botanic Sanctuary Antwerp, Leopoldstraat 26 in Antwerp. The shareholders are welcome as of 12.30h to facilitate compliance with the admission formalities to the meeting.

AGENDA

1. Annual report of the board of directors for the financial year ended December 31, 2023

2. Auditor's report for the financial year ended December 31, 2023

3. Approval of the statutory and consolidated annual accounts - Authorisation

Proposed decision : approval of the statutory and consolidated annual accounts for the financial year ended December 31, 2023, including the approval of a gross dividend of 3.40 euros per share.

As treasury shares are not entitled to a dividend, the total amount of the dividend payment will depend on the number of treasury shares held by Ackermans & van Haaren NV and the persons acting in their own name but on its behalf. Determination of May 29, 2024 at 23:59 Belgian time (i.e. the business day before the ex-date) as relevant time for determining the dividend entitlement and thus the cancellation of dividend rights attached to the treasury shares. Authorisation to the board of directors to insert the final amount of the total dividend payment (and other resulting changes in the profit allocation) in the statutory annual accounts.

4. Discharge of the directors

Proposed decision : granting discharge to the directors for the performance of their mandate during the financial year ending December 31, 2023.

5. Discharge of the statutory auditor

Proposed decision : granting discharge to the statutory auditor for the performance of her mandate during the financial year ending December 31, 2023.

6. Reappointment of directors 1

• 6.1 Proposed decision : approval of the renewal of the mandate of Mr Jacques Delen as nonexecutive director for a period of one (1) year until the end of the annual general meeting in 2025. Although Mr Jacques Delen has reached the age limit mentioned in article 2.3.3 of the company's Corporate Governance Charter, the board of directors wishes to propose Mr Jacques Delen for reappointment given his particular experience and knowledge of the banking sector.
• 6.2 Proposed decision : approval of the renewal of the mandate of Mr Pierre Willaert as nonexecutive director for a period of four (4) years until the end of the annual general meeting in 2028.
• 6.3 Proposed decision : approval of the renewal of the mandate of Marion Debruyne BV, permanently represented by Mrs Marion Debruyne, for a period of four (4) years until the end of the annual general meeting in 2028 and this as an independent director, as she complies with the independence criteria outlined in article 2.3.4 of the company's Corporate Governance Charter.

Remuneration

Each director is entitled to an annual base remuneration of 50,000 euros and an attendance fee of 2,500 euros per meeting of the board of directors or of an advisory committee, except for the nomination committee. An additional annual remuneration of 100,000 euros is granted to the chairman of the board of directors, 10,000 euros to the chairman of the audit committee, 5,000 euros to the members of the audit committee, and 2,500 euros to the members of the remuneration committee.

7. Resignation and appointment of the auditor

• 7.1 Proposed decision : approval of the voluntary resignation of the current auditor Ernst & Young Bedrijfsrevisoren BV, permanently represented by Mrs Christel Weymeersch, considering that the auditor's mandate has reached the legally allowed maximum term.
• 7.2 Proposed decision : upon recommendation of the audit committee, approval of the appointment as auditor of Deloitte Bedrijfsrevisoren BV, with registered office at 1930 Zaventem, Luchthaven Brussel Nationaal 1 J (0429.053.863), permanently represented by Mr Ben Vandeweyer, for a period of three (3) years until the end of the annual general meeting in 2027, and approval of the annual remuneration of 132,500 euros (excluding VAT and expenses, including ESEF and Oeso Pillar II and annually indexable).
• 7.3 Proposed decision : in anticipation of, and subject to, the imminent transposition of Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting (CSRD) into Belgian law, upon recommendation of the audit committee, approval of the proposal to entrust the auditor with the task of providing assurance for the consolidated sustainability information for a period of three (3) years until the end of the annual general meeting in 2027, and approval of the annual fee of 35,000 euros (excluding VAT and expenses, annually indexable).

8. Remuneration report

Proposed decision : approval of the remuneration report for the financial year ended on December 31, 2023. This vote is advisory. If necessary, the company will explain in its next remuneration report how the vote of the general meeting was taken into account.

¹ The CV's of the persons concerned are available on the website www.avh.be < Investors < General meetings.

PRACTICAL FORMALITIES

Which conditions do you need to fulfil to participate and to vote at the general meeting?

Only persons who are a shareholder on May 13, 2024 (24h, Belgian time) may participate in the general meeting and exercise their voting rights.

▪ Do you own registered shares?

You must be registered in the company's share register on May 13, 2024 (24h, Belgian time) for minimum the number of shares with which you wish to participate in the general meeting.

You must confirm your participation to us no later than May 21, 2024 (24h, Belgian time) indicating the number of shares with which you wish to participate in the meeting. Such confirmation should be done by submitting a proxy, or by confirming to us in writing (by e-mail or ordinary mail) that you wish to attend the meeting.

▪ Do you own dematerialised shares?

The shares with which you wish to participate in the general meeting must be registered in your securities account on May 13, 2024 (24h, Belgian time).

You must request your financial institution (bank, recognised account holder or central securities depository) to:

• (a) provide a certificate stating the number of shares you own on May 13, 2024 (24h, Belgian time) and with which you wish to participate in the general meeting; and
• (b) submit this certificate to Delen Private Bank by May 21, 2024 at the latest by e-mail to AVH2024@delen.bank.

You must confirm your participation to us no later than May 21, 2024 (24h, Belgian time) indicating the number of shares with which you wish to participate in the meeting. Such confirmation will be done by submitting a proxy, or by confirming to us in writing (by e-mail or ordinary mail) that you wish to attend the meeting. You can ask your financial institution to submit your proxy or confirm your attendance at the meeting to Delen Private Bank simultaneously with the confirmation of your registration.

How can you participate in the general meeting?

If you meet the aforementioned admission conditions, you can either participate and vote in person at the meeting, or you can be represented by a proxy holder as set out below.

Any natural person attending the meeting in his/her capacity as shareholder, proxy holder or representative of a legal person must be able to show proof of his/her identity. Representatives of legal persons must also prove their capacity of corporate body or special proxy holder.

Do you wish to be represented at the general meeting?

If you meet the aforementioned admission conditions, you may be represented at the general meeting by a single proxy holder. For this purpose you must use the proxy form available on our website. You can also request this form from us. This form also serves as confirmation of participation.

You need to send us your signed proxy by e-mail or ordinary mail. We need to receive your proxy on May 21, 2024 at the latest.

Which conditions do you need to fulfil to add items to the agenda of the general meeting?

If you hold, alone or jointly with other shareholders, at least 3% of the company's share capital, you may request to add items to the agenda of the general meeting and file resolution proposals in relation to items on or to be added to the agenda, subject to the conditions set out in article 7:130 of the Code of companies and associations.

You must submit your requests in writing (by e-mail or ordinary mail), adding, as the case may be, the text of the new agenda items and the relating resolution proposals or the text of the resolution proposals to be added to the agenda. We need to receive your request on May 5, 2024 at the latest. The request should also contain a mail or e-mail address on which we may confirm receipt of your requests.

As the case may be, we will publish a revised agenda and proxy form at the latest on May 10, 2024 (on our website, in the Belgian official journal and in the financial press).

The additional items on the agenda and the proposed resolutions will only be discussed at the general meeting if this/these shareholder(s) holding (together) at least 3% of the company's share capital has/have fulfilled the abovementioned admission formalities.

Do you wish to ask a question?

You are entitled to address questions to the directors and the auditor regarding their report or items on the agenda.

If you meet the aforementioned admission conditions, your questions will be answered provided any communication of information or facts in response to such questions does not prejudice the company or breaches any confidentiality undertakings entered into by the company, its directors or the auditor.

Questions may be submitted in writing in advance of the meeting or can be asked during the meeting.

We need to receive your written questions on May 21, 2024 at the latest (by e-mail or ordinary mail) but recommend that you send us any questions well in advance of that date.

Where can you find all information regarding this general meeting?

All relevant information relating to this general meeting is available on our website (https://www.avh.be/en/investors/shareholder-information/general-meetings/year/2024).

How can you contact us?

For the submission of forms and written requests, and for practical questions:

• by e-mail: AV2024@avh.be (preferred method)
• by ordinary mail: Begijnenvest 113, 2000 Antwerpen (for the attention of Mrs Iris Meirlaen)
• by phone: +32 (0)3 897 92 48

Ackermans & van Haaren is responsible for processing the personal data it receives from shareholders, representatives and proxy holders within the framework of the general meeting in accordance with applicable data protection legislation. In particular, such personal data will be processed for the preparation and organisation of the general meeting and the management of the attendance and voting procedure relating to the general meeting, in accordance with applicable legislation and the privacy statement which you can consult at https://www.avh.be/en/privacy.

The board of directors wishes to thank you in advance for your cooperation. March 22, 2024