D'Ieteren Group

AGM Information • May 27, 2021

Free English translation

MINUTES OF THE ORDINARY SHAREHOLDERS' MEETING OF D'IETEREN SA, HELD IN BRUSSELS AT THE REGISTERED OFFICE ON THURSDAY 27 MAY 2021 AT 15H

The meeting was opened at 15h by Mr Nicolas D'Ieteren, Chairman of the Board of Directors, in accordance with Article 30 of the Articles of Association.

The President of the Meeting appointed Ms Amélie Coens as secretary and Mr Arnaud Laviolette and Mr Olivier Périer as tellers.

In the exceptional context of the Covid-19 pandemic and the legal provisionsthat apply in that respect, the company has decided to hold the shareholders' meeting without the physical presence of the shareholders. However, the meeting is broadcast live via webcast and is accessible to shareholders, directors and the statutory auditor. These measures were announced in the convening notice of this meeting.

The President explained that the convening notices with the agenda had been published, in accordance with article 25 of the articles of association, in the following newspapers

• 1. The Belgian Official Gazette of 27 April 2021 in both national languages.
• 1. L'Echo (electronic) of 27 April 2021.
• 1. De Tijd (electronic) of 27 April 2021.

Proof has been submitted to the bureau after they have been initialled by the members of the bureau. In addition, the registered shareholders as well as the directors and the statutory auditor were convened by letter sent within the legal time limit.

Shareholders were given the opportunity to cast their votes in advance by completing the proxy and postal voting forms that were made available by the company.

All shareholders who were represented or who voted by correspondence complied with the requirements for the deposit of securities.

The Chairman had the members of the bureau sign the attached attendance list, which showed that 558 shareholders were represented or had voted by correspondence, representing 43,406,995 shares or 79.84% of the capital, and 5,000,000 profit certificates, i.e. a total of 48,406,995 votes.

Consequently, this Shareholders' Meeting is legally and validly constituted to deliberate and decide on the following agenda:

1. Annual Report of the Board of Directors and Report of the Statutory Auditor on the annual accounts and on the consolidated accounts for the financial year 2020. Communication of the consolidated accounts for the financial year 2020.

Free English translation

1. Approval of the annual financial statements as at 31 December 2020, including the profit distribution.

Proposal to approve the annual accounts as at 31 December 2020, including the profit distribution (proposal to distribute a gross dividend of EUR 1.35 per share and EUR 0.168750 per profit share).

3. Remuneration Report 2020.

Proposal to approve the Remuneration Report included in the Corporate Governance Statement of the Annual Report 2020.

4. Approval of the remuneration policy.

Proposal to approve the new remuneration policy.

5. Approval of the remuneration of the non-executive directors.

Proposal to adjust the remuneration of the non-executive directors as follows, as from the financial year 2021:

• o Fixed annual remuneration ("all-in") of the Chairman of the Board: EUR 260,000
• o Fixed annual remuneration ("all-in") of the Vice-Chairman of the Board: EUR 210,000
• o Fixed annual remuneration of the other non-executive directors: EUR 80,000
• o Additional fixed annual remuneration for the Chairman of the Audit Committee: EUR 70,000.
• o Additional fixed annual remuneration for non-executive directors who participate in specialised Board committees (Audit Committee and/or Nomination and Remuneration Committee): EUR 40,000 per committee. The latter additional remuneration does not apply to the Chairman and Vice-Chairman of the Board nor to the Chairman of the Audit Committee.

6. Discharge to be given to the directors and the statutory auditor.

Proposal to grant discharge, by separate vote,

• o to all directors
• o to the statutory auditor

for the execution of their mandates during the past financial year.

* * *

Before discussing the agenda, the Chairman informs the Meeting that, in accordance with the requirements of the Royal Decree of 27 November 1973, the economic and financial information was communicated to the company's Works Council at a meeting held on 25 May 2021. The certificate relating to the organisation of this meeting is attached.

The Chairman then gives the floor to the management, who presented the results for the year 2020, as well as the trading update for the first quarter of 2021 published that morning by the company.

Management also answers questions that have been put in writing in advance by the shareholders. A copy of the questions asked and the answers given is attached.

* * *

SA D'IETEREN NV Rue du Mail, 50 1050 Brussels (Belgium) Company number 0403448140 RLE Brussels

Free English translation

Regarding item 1 of the agenda concerning the communication of the board reports, the auditor's reports and the consolidated accounts for 2020, the chairman indicated that these reports, which had been made available to the shareholders, would not be read.

Deciding on item 2 of the agenda concerning the approval of the annual accounts 2020, the Meeting adopts the proposed resolution as follows:

• a. FOR: 48,170,514
• b. AGAINST: 48,299
• c. ABSTENTION: 188,182

The Chairman confirms that the gross ordinary dividend of EUR 1.35 per share and EUR 0.168750 per profit certificate will be payable against coupon no. 11 as from 3 June 2021.

Deciding on item 3 of the agenda concerning the approval of the 2020 Remuneration report, the Meeting adopts the proposed resolution as follows:

• a. FOR: 40,547,960
• b. AGAINST: 7,753,740
• c. ABSTENTION: 105,295

Deciding on item 4 of the agenda concerning the approval of the new remuneration policy, the Meeting adopts the proposed resolution as follows:

• a. FOR: 40,483,213
• b. AGAINST: 7,818,487
• c. ABSTENTION: 105,295

Deciding on item 5 of the agenda concerning the approval of the remuneration of the non-executive directors, the Meeting adopts the proposed resolution as follows:

• a. FOR: 48,298,800
• b. AGAINST: 2,900
• c. ABSTENTION: 105,295

Deciding on item 6.1 of the agenda concerning the discharge of the directors in office in 2020, the Meeting adopts the proposed resolution as follows:

• a. FOR: 47,046,003
• b. AGAINST: 1,169,078
• c. ABSTENTION: 191,914

Deciding on item 6.2 of the agenda concerning the discharge of the Statutory Auditor, the Meeting adopts the proposed resolution as follows:

• a. FOR: 47,625,457
• b. AGAINST: 574,624
• c. ABSTENTION: 206,914

* * *

There being no further business on the agenda of the Ordinary Shareholders' Meeting, the President closed the meeting at ...........

The minutes of which were drawn up at the place and date below.

SA D'IETEREN NV Rue du Mail, 50 1050 Brussels (Belgium) Company number 0403448140 RLE Brussels

Brussels, 27 May 2021.

Free English translation

The Secretary The Tellers The Chairman