Campine nv

Proxy Solicitation & Information Statement • Apr 19, 2024

Proxy1 for the ordinary general meeting of shareholders of Wednesday 22 May 2024

Undersigned (Full name of shareholder): ……………………………………………..

Full address of shareholder: ……………………………………………………………………………………………………………………..

……………………………………………………………………………………………………………………..

Holder of ………………………………..dematerialized / nominative (*) shares of the limited liability company "Campine", whose registered office is established at Nijverheidsstraat 2, 2340 Beerse, VAT BE 0403.807.337 RLE Turnhout.

(* delete what is not appropriate)

Appoints as special proxy holder: Ms Karin Leysen/………………………………………………………………………………………………….. (in case you want to appoint another person, delete Karin Leysen and fill in new name)

Hereafter called the "Proxy holder".

To represent him / her at the ordinary general meeting of shareholders which shall be in Hotel Botanique Sanctuary, Leopoldstraat 26, 2000 Antwerpon Wednesday 22 May 2024, at 11:00 a.m. (CET).

1. Powers of the Proxy Holder

Pursuant to this proxy the Proxy Holder shall have the following powers in the name and for the account of the undersigned:

• To participate in any other meeting with the same agenda in case the first meeting cannot validly deliberate, is postponed or deferred;
• To participate in any deliberation and to vote in respect of the agenda items (as possibly amended during the meeting) and to vote as regards to any proposal, item, or question that may be submitted to the general meeting;
• To sign the attendance lists and minutes and possible annexes thereof and to execute other documents if deemed appropriate or useful;
• Entitled to vote on new items put on the agenda.

2. Agenda

• 1. Reading and discussion about the report of the board of directors, the annual accounts and consolidated annual accounts of the financial year closed on 31 December 2023.
• 1. Reading of and discussion about the auditor's report on the above-mentioned annual accounts.
• 1. Approval of the annual accounts of the financial year closed on 31 December 2023. Resolution proposal: The ordinary general meeting approves the annual accounts of the financial year closed on 31 December 2023.
• 1. Approval of the appropriation of the result of the financial year closed on 31 December 2023. Resolution proposal: The ordinary general meeting decides to appropriate the result of the financial year closed on 31 December 2023 as proposed by the board of directors. The ordinary general meeting decides to distribute a dividend of € 4.5 mio (this means € 3.00 gross per share) against presentation of coupon no 15, with payment date: 14 June 2024 (ex-date: 12 June 2024 and record date: 13 June 2024).

¹ This proxy is not a proxy solicitation and cannot be used for the purposes of article 7:145 of the Company Code.

• 1. Approval of the remuneration policy of the company. Resolution proposal: The ordinary general meeting approves the remuneration policy as mentioned in the annual report 2023.
• 1. Approval of the remuneration report of the financial year closed on 31 December 2023. Resolution proposal: The ordinary general meeting approves the remuneration report of the financial year closed on 31 December 2023.
• 1. Discharge to the board members for the financial year closed on 31 December 2023. Resolution proposal: The ordinary general meeting grants discharge to the board members for the execution of their mandate during the financial year closed on 31 December 2023.
• 1. Discharge to the auditor for the financial year closed on 31 December 2023 . Resolution proposal: The ordinary general meeting grants discharge to the auditor for the execution of his mandate during the financial year closed on 31 December 2023.
• 1. Statutory nominations:
• 9a. Appointment of JOKECON 2.0 BV, represented by its permanent representative Mr. Johan Kestens as board member for a period of 3 years. Resolution proposal: The ordinary general meeting approves the of JOKECON 2.0 BV, represented by its permanent representative Mr. Johan Kestens for a period of 3 years The mandate ends automatically, unless renewed, after the ordinary general meeting held in 2027. The directors' remuneration amounts to € 21 250 for 2024. According to the articles of association the amount is automatically increased by € 250 on the first day of each new financial year.
• 9b. Renewal mandate EY Bedrijfsrevisoren BV with registered office at Kouterveldstraat 7B, 1831 Diegem , and registered with the Crossroads Bank for Enterprises under number 0446.334.711 (RPR Brussels)as statutory auditor of the company for a period of 3 years. Resolution proposal: The ordinary general meeting decides, on the proposal of the audit committee, to appoint EY Bedrijfsrevisoren BV, with registered office at Kouterveldstraat 7B, 1831 Diegem, and registered with the Crossroads Bank for Enterprises under number 0446.334.711 (RPR Brussels), represented by its permanent representative Ludovic Deprez BV, with registered office at Hof van Rotselaar 2, 3078 Everberg, represented by its permanent representative, Mr. Ludovic Deprez, as statutory auditor of the Company, with immediate effect. The mandate will end at the ordinary general meeting to be held in the year 2027. In accordance with article 3:77 of the Companies and Associations Code, the statutory auditor will also audit the consolidated annual accounts of the Company. The fee for the mandate as statutory auditor (both for auditing the statutory and consolidated annual accounts of the Company) amounts to € 120 406 per year (indexed annually, excluding VAT and other local taxes, expenses and expenses).
• 3. Vote instructions: This proxy can be sent per ordinary mail or e-mail. If by e-mail a legible scan or photograph of the proxy is sufficient.

The Proxy Holder shall in the name and for the account of the undersigned vote as follows:

Resolution proposal		Approve	Reject	Absten tion
3.	The ordinary general meeting approves the annual accounts of the financial year closed on 31 December 2023.
4.	The ordinary general meeting decides to appropriate the result of the financial year closed on 31 December 2023 as proposed by the board of directors. The ordinary general meeting decides to distribute a dividend of € 4.5 mio (this means € 3.00 gross per share) against presentation of coupon no 15, with payment date: 14 June 2024 (ex-date: 12 June 2024 and record date: 13 June 2024).
5.	The ordinary general meeting approves the remuneration policy as mentioned in the annual report 2023
6.	The ordinary general meeting approves the remuneration report of the financial year closed on 31 December 2023.
7.	The ordinary general meeting grants discharge to the board members for the execution of their mandate during the financial year closed on 31/12/2023.
8.	The ordinary general meeting grants discharge to the auditor for the execution of his mandate during the financial year closed on 31/12/2023.
	9a. The ordinary general meeting approves the of JOKECON 2.0 BV, represented by its permanent representative Mr. Johan Kestens for a period of 3 years The mandate ends automatically, unless renewed, after the ordinary general meeting held in 2027. The directors' remuneration amounts to € 21 250 for 2024. According to the articles of association the amount is automatically increased by € 250 on the first day of each new financial year.
	9b. The ordinary general meeting decides, on the proposal of the audit committee, to appoint EY Bedrijfsrevisoren BV, with registered office at Kouterveldstraat 7B, 1831 Diegem, and registered with the Crossroads Bank for Enterprises under number 0446.334.711 (RPR Brussels), represented by its permanent representative Ludovic Deprez BV, with registered office at Hof van Rotselaar 2, 3078 Everberg, represented by its permanent representative, Mr. Ludovic Deprez, as statutory auditor of the Company, with immediate effect. The mandate will end at the ordinary general meeting to be held in the year 2027. In accordance with article 3:77 of the Companies and Associations Code, the statutory auditor will also audit the consolidated annual accounts of the Company. The fee for the mandate as statutory auditor (both for auditing the statutory and consolidated annual accounts of the Company) amounts to € 120 406 per year (indexed annually, excluding VAT and other local taxes, expenses and expenses).
In absence of any voting instructions, the Proxy Holder shall approve – reject – abstain from voting as regards to the resolution proposals mentioned on the agenda (delete what is not applicable). In case of a revised agenda, the Proxy Holder shall approve – reject – abstain from voting as regards to the new resolution proposals mentioned on the revised agenda (delete what is not applicable) Important note: did you give vote instructions for each resolution proposal above?
	Drawn up at ………………………….on……………………………
Signature of the shareholder: ……………………………………………
The signature should be preceded by the words "good for proxy" (in handwriting).
If the shareholder is not a physical person:
	Name of the person who signs ……………………………………………………….
	(Who declares to be authorized to sign this proxy in the name and on behalf of the shareholder mentioned on p.1):
	Function: ……………………………………………………….

Legal Entity: ……………………………………………………….