Campine nv

Proxy Solicitation & Information Statement • Apr 23, 2021

Proxy¹ for the Ordinary General Meeting of shareholders of Wednesday 26 May 2021

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 held via electronic communicatie (Zoom Video Call) on Wednesday 26 May 2021, at 11:00 am (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.

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

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 2020.
• 1. Reading of and discussion about the Auditor's Report on the above mentioned accounts.
• 3. Approval of the annual accounts of the financial year closed on 31 December 2020 Resolution proposal: The Ordinary General Meeting approves the annual accounts of the financial year closed on 31 December 2020.
• 4. Approval of the appropriation of the result of the financial year closed on 31 December 2020. Resolution proposal: The Ordinary General Meeting decides to appropriate the result of the financial year closed on 31 December 2020 as proposed by the Board of Directors. The Ordinary General Meeting decides to distribute a dividend of € 0.975 mio (this means € 0.65 gross per share) against presentation of coupon no 12, with payment date: 11 June 2021 (ex-date: 9 June 2021 and record date: 10 June 2021).
• 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 2020.
• 1. Approval of the Remuneration Report of the financial year closed on 31 December 2020. Resolution proposal: The Ordinary General Meeting approves the Remuneration Report of the financial year closed on 31 December 2020.
• 1. Discharge to the Board members for the financial year closed on 31 December 2020. 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 2020.
• 8. Discharge to the Auditor for the financial year closed on 31 December 2020. 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 2020.

9. Statutory nominations:

9a. Appointment of EY Bedrijfsrevisoren, represented by Harry Everaerts as statutory auditor of the company for a period of 3 years.

Article 41 of the EU Regulation 537/2014 states that as of June 17, 2020, a public interest entity shall not grant or renew an audit engagement to a particular statutory auditor or audit firm, if, on the date of entry into force of this regulation, that statutory auditor or audit firm has provided statutory audit services to that public interest organization for a continuous period of twenty or more years. As a result, Deloitte Bedrijfsrevisoren, represented by Luc Van Coppenolle, must resign after the General Meeting in May 2021 that decides on the annual accounts for 2020, given that the indicated term expires at that time. The Board of Directors proposes to appoint EY Bedrijfsrevisoren, represented by Harry Everaerts, as Statutory Auditor for a period of 3 years.

Resolution proposal: The Annual General Meeting relieves Deloitte Bedrijfsrevisoren, represented by Luc Van Coppenolle, from its mandate as statutory auditor from as of the financial year 2021, and grants Deloitte Bedrijfsrevisoren discharge from liability for the exercise of its mandate until May 26, 2021. The Ordinary General Meeting decides, on the proposal of the audit committee, to appoint EY Bedrijfsrevisoren BV, with registered office at De Kleetlaan 2, 1831 Diegem, and registered with the Crossroads Bank for Enterprises under number 0446.334.711 (RPR Brussels), represented by its permanent representative Harry Everaerts Bedrijfsrevisor BV, with registered office at Grote Heimelinkstraat 111, 9100 Sint-Niklaas, represented by its permanent representative, Mr. Harry Everaerts, as statutory auditor of the Company, with immediate effect. The mandate will end at the ordinary general meeting to be held in the year 2024. 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 EUR 47,500 per year (indexed annually, excluding VAT and other local taxes, expenses and expenses).

9b.Appointment of FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans, as independent Director for a period of 4 years.

The mandate of FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans as independent Director ends. Proposal to renew the mandate of FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans as independent Director for a period of 4 years. The Board has determined that YASS BV, represented by its permanent representative Ms Dina Brughmans, complies with all criteria required by the Companies and Associations Code and the Company Code and thus can be considered as an independent Director.

Resolution proposal: The Annual Meeting decides to appoint FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans, as independent Director for a period of 4 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2025. The Directors' remuneration amounts to € 20.500 for 2021. According to the Articles of Association the amount is automatically increased by € 250 on the first day of each new financial year.

9c.Appointment of Mr F.-W. Hempel as Director.

The mandate of Mr F.-W. Hempel ends. Proposal to renew the mandate of Mr F.-W. Hempel as Director for a period of 4 years.

Resolution proposal: The Annual Meeting approves the renewal of the mandate of Mr F.-W. Hempel, as Director for a period of 4 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2025. The Directors' remuneration amounts to € 20.500 for 2021. According to the Articles of Association the amount is automatically increased by € 250 on the first day of each new financial year.

1. Any other business

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	Abstention
3.	The Ordinary General Meeting approves the annual accounts of the financial year closed on 31 December 2020.
4.	The Ordinary General Meeting decides to appropriate the result of the financial year closed on 31 December 2020 as proposed by the Board of Directors. The Ordinary General Meeting decides to distribute a dividend of € 0.975 mio (this means € 0.65 gross per share) against presentation of coupon no 12, with payment date: 11 June 2021 (ex-date: 9 June 2021 and record date: 10 June 2021).
5.	The Ordinary General Meeting approves the Remuneration Policy as mentioned in the annual report 2020.
6.	The Ordinary General Meeting approves the Remuneration Report of the financial year closed on 31 December 2020.
7.	The Ordinary General Meeting grants discharge to the Board members for the execution of their mandate during the financial year closed on 31 December 2020.
8.	The Ordinary General Meeting grants discharge to the Auditor for the execution of his mandate during the financial year closed on 31 December 2020.

Resolution proposal	Approve	Reject
9a. The Annual General Meeting relieves Deloitte Bedrijfsrevisoren, represented by Luc Van Coppenolle, from its mandate as statutory auditor from as of the financial year 2021, and grants Deloitte Bedrijfsrevisoren discharge from liability for the exercise of its mandate until May 26, 2021.xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx The Ordinary General Meeting decides, on the proposal of the audit committee, to appoint EY Bedrijfsrevisoren BV, with registered office at De Kleetlaan 2, 1831 Diegem, and registered with the Crossroads Bank for Enterprises under number 0446.334.711 (RPR Brussels), represented by its permanent representative Harry Everaerts Bedrijfsrevisor BV, with registered office at Grote Heimelinkstraat 111, 9100 Sint Niklaas, represented by its permanent representative, Mr. Harry Everaerts, as statutory auditor of the Company, with immediate effect. The mandate will end at the ordinary general meeting to be held in the year 2024. 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 EUR 47,500 per year (indexed annually, excluding VAT and other local taxes, expenses and expenses).
9b. The Annual Meeting decides to appoint FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans, as independent Director for a period of 4 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2025. The Directors' remuneration amounts to € 20.500 for 2021. According to the Articles of Association the amount is automatically increased by € 250 on the first day of each new financial year.
9c. The Annual Meeting approves the renewal of the mandate of Mr F.-W. Hempel, as Director for a period of 4 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2025. The Directors' remuneration amounts to € 20.500 for 2021. According to the Articles of Association the amount is automatically increased by € 250 on the first day of each new financial year.

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: ……………………………………………………….