Crescent NV

Proxy Solicitation & Information Statement • Apr 28, 2023

CRESCENT NV

(voorheen "Option NV") Genoteerde Naamloze Vennootschap Geldenaaksebaan 329 - 3001 LEUVEN BTW BE 0429.375.448 - RPR LEUVEN ("the Company")

PROXY

ANNUAL GENERAL SHAREHOLDERS' MEETING OF CRESCENT NV MAY 31st 2023, 10AM

Unofficial English translation.

This unofficial English translation is provided for informational purposes only. The legally binding text is the Dutch language proxy form. Voting instructions should be given by means of the Dutch language proxy form and only the Dutch language proxy form will be considered as valid.

ADMISSION REQUIREMENTS

• In order to be valid, your completed and signed proxy should reach the Company by Wednesday 25 May 2023.
• For dematerialised shares, a bank certificate confirming the number of shares you hold on 17 May 2023 (midnight, Belgian time) ("registration date") should also be attached.
• Please send us this completed and signed form accompanied by the bank certificate if applicable - by e-mail (investor@option.com).
• Proxy forms that reach us too late or that do not comply with the required formalities will be refused.
• Apart from the exceptions provided for by law, you can only appoint one (1) proxy holder.
• You do not necessarily have to indicate the name of a proxy holder. If you do not appoint a proxy holder, the Company will nominate one of its members to represent you. Typically, this will be someone belonging to the management or the bureau of the meeting, and therefore someone who potentially falls under the conflict of interest regulation of article 7:143, §4 BCAC, a.o. because they are a member of the board of directors or a staff member. This is also the case for the preferred proxy holder indicated in the invitation. In such a case, you must therefore provide specific voting instructions for each proposed resolutions, failing which the proxy holder deemed to have a conflict of interest will not be able to participate in the vote in your behalf.

I, the undersigned:

First name + Last name: ………………………………………………………………………………………………………………. Address: …………………………………………………………………………………………………………………………..…………..

If the Shareholder is a Company:

Company name + legal form: …………………………………………………………………………………………….……
Company n°:……………………………………………………………………….…………………………………………….……
Registered office: …………………………………………………………………………………………………………………….….

Validly represented here in accordance with its articles of association by:

	- First name + Last name: …………………………………………………………………………………………………………… capacity:…………………………………………………………………………………………………………………………………
- First name + Last name: …………………………………………………………………………………………………………… capacity:…………………………………………………………………………………………………………………………………

Hereinafter "the principal".

Owner/ usufructuary (cross what doesn't fit) of

………………………………………………………………SHARES (please make a choice: registered shares / dematerialised shares)

………………………………………………………………WARRANTS

of the public limited liability company CRESCENT with registered office at 3001 LEUVEN, Geldenaaksebaan 329

Hereby declares to appoint as proxy holder (hereafter "the proxy"), with the possibility of substitution:

.....................................................................................................................................................

To whom the principal grants all powers in order to represent him/her at the Annual General Meeting of the Company, which will be held on 31 May 2023 at 10am at the location indicated in the invitation.

This proxy form also serves as confirmation of participation.

The undersigned confirms that he/she wishes to participate in the aforementioned General Meeting with all his/her shares or .......................................... shares. (specific number to be filled in if the undersigned wishes to participate with less than the total number of shares)

This proxy form applies to the total number of shares for which the undersigned wishes to participate, however limited to the number of shares of which the shareholding will be determined on the registration date in accordance with the admission conditions (see above).

The proxy holder will vote on behalf of the principal in accordance with the specified voting instructions.

In the absence of specific voting instructions in relation to an or certain items on the agenda or if, for any reason, the voting instructions given are unclear or if a vote should be taken on

decisions to be taken by the General Meeting at the Meeting in compliance with the BCAC, the proxy shall vote in favour of the resolution proposed by the Board of Directors.

Please indicate in the agenda below your specific voting instructions for each resolution proposed by the Board of Directors by colouring or ticking the box of your choice.

1. Report of the Board of Directors on the statutory and consolidated financial year closed on 31 December 2022

Proposed resolution: N/A - no vote

2. Report of the statutory auditor on the statutory and consolidated annual accounts closed on 31 December 2022 and of the annual report

Proposed resolution: N/A - no vote

3. Approval of the statutory and consolidated annual accounts closed on 31 December 2022 and the allocation of the results

Proposed resolution: approval of the statutory and consolidated annual accounts closed on 31 December 2022, including appropriation of the result.

□ For □ Against □ Abstention

4. Approval of the remuneration report as included in the annual report of the board of directors for the financial year that ended per 31 December 2022

Proposed resolution: approval of the remuneration report as included in the annual report of the board of directors for the financial year that ended per 31 December 2022.

□ For	□ Against	□ Abstention
-------	-----------	--------------

5. Discharge of the directors

Proposed resolution: granting of discharge to the directors for the performance of their duties during the financial year that ended per 31 December 2022.

Eric VAN ZELE (VAN ZELE HOLDING NV)	□ For	□ Against	□ Abstention
Raju DANDU	□ For	□ Against	□ Abstention
Johan MICHIELS (MICHIELS INVEST EN MNGMNT BV)	□ For	□ Against	□ Abstention
Prof. Sarah STEENHOUT (S&S BV)	□ For	□ Against	□ Abstention
Paul MATTHIJS (ADMODUM BV)	□ For	□ Against	□ Abstention
Martine Reijnaers (VARES NV)	□ For	□ Against	□ Abstention
Luc BOEDT	□ For	□ Against	□ Abstention

6. Discharge to the Statutory Auditor

Proposal for resolution: granting of discharge to the statutory auditor for the performance of his duties during the financial year that ended on 31 December 2022.

□ For □ Against □ Abstention

7. Resignations and Appointments

7.1 Acknowledgement of the voluntary resignation of S&S BV, permanently represented by Mrs Sarah STEENHAUT

Proposed resolution: to acknowledge the voluntary resignation of S&S BV, company registration number: 0806.017.144, with registered office at 9230 Wetteren, Windmolenweg 21, permanently represented by Mrs Sarah STEENHAUT as per 8 July 2022. The Company thanks Mrs Sarah STEENHAUT for her contribution to the board of directors.

□ For □ Against □ Abstention

7.2 Acknowledgement and confirmation of the appointment as independent director of MANAGEMENT & ADVISORY SERVICES BV, permanently represented by Mrs Nadia YAICHE

Following the voluntary resignation of S&S BV, permanently represented by Mrs Sarah STEENHAUT, MANAGEMENT & ADVISORY SERVICES BV, permanently represented by Mrs Nadia YAICHE, was co-opted as a director by the Board of Directors on 3 February 2023, in accordance with Article 16 of the Articles of Association. Today, this decision is submitted to the general shareholders meeting to decide on the appointment. In accordance with Article 16 of the articles of association, the newly appointed director serves out the time of the person she replaces. With regard to the remuneration, reference is made to the remuneration policy approved by the general shareholders meeting of 31 May 2022.

Proposed resolution: the general assembly confirms the appointment of MANAGEMENT & ADVISORY SERVICES BV, company registration number: 0818.808.771, with registered office at 1200 Sint-Lambrechts-Woluwe, Lambeaulaan 90, permanently represented by Mrs Nadia YAICHE as director of the Company for the term from 3 February 2023 until 30 May 2025 with remuneration in accordance with the remuneration policy approved by the general schareholders meeting of 31 May 2022.

According to the information made available to the Company, Mrs Nadia YAICHE meets the specific independence criteria of the Belgian Corporate Governance Code 2020 and the general independence criterion provided for by Article 7:87 of the Belgian Companies and Associations Code.

□ For □ Against □ Abstention

7.3 Confirmation of appointment of KPMG Bedrijfsrevisoren BV/SRL as statutory auditor of the Company for financial year 2022

KPMG Bedrijfsrevisoren BV/SRL, company registration number: 0419.122.548, with registered office at 1930 ZAVENTEM, Brussels National Airport 1K, was appointed by the court on 4 October 2022 for financial year 2022 and subsequent financial years barring another appointment by the general shareholders meeting. The auditor's fee was thereby set at €300,000 (excluding IBR contribution and VAT) for financial year 2022.

Proposed resolution: the general assembly confirms the appointment of KPMG Bedrijfsrevisoren BV/SRL, company registration number: 0419.122.548, with registered office at 1930 ZAVENTEM, Brussels National Airport 1K, with Mr Raf COX (succeeding Mr Jos BRIERS) as the permanent representative of the Company's statutory auditor for the financial year ending per 31 December 2022 at a remuneration of EUR 300,000 (excluding IBR contribution and VAT).

8. Delegation of powers for the implementation of decisions taken

Proposed resolution: the general assembly grants the CFO, Mr Edwin BEX, acting individually, with power of substitution, all powers to implement the resolutions adopted by the general assembly as well as all powers to publish these resolutions. In addition, the general assembly specifically grants power of attorney to Mtr. Anastasia KARPENKO (attorney at law at law firm LIEVENS & LIEVENS BV), to perform all acts that might be necessary or useful for the fulfilment of the formalities (including, but not limited to, the drafting and signing of documents and forms) with a view to (i) the filing of (an extract of) this document at the clerk's office of the competent corporate court, (ii) its publication in the Annexes to the Belgian Official Gazette and (iii) the registration or adaptation of the data in the Crossroads Bank for Enterprises.

□ For □ Against □ Abstention

By virtue of this proxy form, the proxyholder may also represent the principal at all subsequent Meetings that would be held due to a postponement of the aforementioned General Meeting with the same agenda.

In case of amendments to the agenda of the General Meeting and/or addition of new/alternative resolutions in accordance with article 7:130 BCAC, the Company shall publish a revised agenda and amended proxy form no later than 16 May 2023.

Proxies received prior to this publication date shall remain valid for the topics for which they were granted subject to applicable law and further clarifications in the proxy form. In the event of amendments to a proposed resolution or a new proposed resolution:

• o The proxy must vote in favour of the amended or new resolution;
• o The proxy holder must vote against the amended or new resolution;
• o The proxy must abstain from voting on the amended or new resolution.

If no choice is indicated, the proxy holder shall abstain from voting on the amended or new resolution.

If applicable, the shareholder wishing to give his/her instruction on the new items on the agenda and/or on the new proposed resolutions may also complete and sign the amended proxy form that the Company will make available on her website and email it to the Company (investor@option.com).

Signed at ......................................................... on ............./.............../2023.

(If the shareholder is a legal entity, this form must be signed by one or more persons who can validly represent the legal entity. Please also expressly state the name and capacity of the signatory or signatories).

……………………………………………………………………………………………………………… (in own name)
…………………………………………………………………… (signature)
Or (in case the Shareholders is a legal entity)
……………………………………………………………………….for ………………………………………………………………
in its capacity of ………………………………………………………………………………………………………………
…………………………………………………………………… (signature)