D'Ieteren Group

AGM Information • Apr 28, 2020

D'Ieteren SA

Registered office: 50 Rue du Mail, 1050 Bruxelles Business number: 0403448140 – RPM Bruxelles (the "Company")

VOTE BY CORRESPONDENCE

The undersigned

First name …………………………………………………………………………………………………………………………………………
Family name ……………………………………………………………………………………………………………….………………………
Address ………………………………………………………………………………………………………………………………………………
E-mail address (*)………………………………………………………………………………………………………………………………

or

Corporate name……………………………………………….…………………………………………………………………………………
Legal form……………………………………………………………………………………………………………………………………….
Registered office ……………………………………………………………………………………………………………………………
E-mail address (*)………………………………………………………………………………………………………………………………

hereby represented by …………………….………………………………………………………………………………………………… (family name, first name, title of the proxy holder) whom declares and certifies to the Company to have the necessary power of attorney to sign this form on behalf of the undersigned

owner on the record date of Thursday May 14th, 2020 at midnight (Belgian time), of ………………….………………. registered/dematerialised (**) shares of the Company held with …………………………………………………… (name of the financial institution), and with which he/she hereby declares to vote

votes as indicated below with respect to the items on the agenda of the Ordinary and Extraordinary General Meetings of the Company which will take place on Thursday May 28th , 2020, at 3:00 pm at the Company's registered office.

(*) This e-mail address will be used by the Company to provide the shareholder with the access codes to the General Meetings' webcast (**) Delete where applicable

ORDINARY GENERAL MEETING(*)

Point 1	Point 2	Point 3	Point 4 (directors)
[This item does not	vote in favour	vote in favour	vote in favour
require a vote]	vote against	vote against	vote against
	abstain	abstain	abstain
Point 4 (statutory	Point 5
auditor)	vote in favour
vote in favour	vote against
vote against	abstain
abstain

(*) Please indicate your vote by ticking the appropriate box

EXTRAORDINARY GENERAL MEETING(*)

Point 1.1	Point 1.2	Point 2	Point 3
vote in favour	vote in favour	vote in favour	vote in favour
vote against	vote against	vote against	vote against
abstain	abstain	abstain	abstain
Point 4
vote in favour
vote against
abstain

(*) Please indicate your vote by ticking the appropriate box

A scan or photograph of the present form of vote by correspondence, duly completed and signed (handwritten or electronically) by the shareholder, must be addressed to Euroclear Belgium, Issuer Services, by e-mail only, at the following e-mail address ebe.issuer@euroclear.com by Sunday May 24th , 2020, at 3.00 pm (Belgian time) at the latest. In the context of the current Covid-19 crisis, Euroclear will not be able to receive any paper documents related to the General Meetings at its postal address.

In addition, the owners of dematerialized shares must send to Euroclear Belgium, at the e-mail address mentioned above and within the same timeframe, a confirmation from their certified account holder or clearing institution, attesting the number of above mentioned dematerialised shares held in their books on behalf of the shareholder at the registration date.

If, in compliance with article 7:130 of the Code of Companies and Associations, new items and/or proposed resolutions are added to the agenda after the date of this form of vote by correspondence and an amended agenda is published on May 13th , 2020 at the latest, the Company shall provide the shareholders with a new form of vote by correspondence supplemented by any new item and/or resolution, enabling the shareholders to give specific voting instructions on those items. In the event new items and/or resolutions are added to the agenda of the General Meetings, and if this form has reached the Company prior to the publication of the completed agenda, this form remains valid for the unchanged agenda items mentioned above. However, the vote expressed in this form on a modified agenda item will be null and void.

This vote by correspondence is irrevocable. It remains valid for any subsequent General Meetings which would be convened with the same agenda.

The Company reserves the right to refuse documents which are not filled in properly or which are not complete.

In order to allow the Company to send to the shareholders a link to the General Meetings' webcast and to properly secure this webcast, the Company asks the shareholders to provide their name and email address. The information requested constitutes "personal data" concerning the shareholders and will be processed by the Company, acting as data controller. For that purpose, the Company relies on its legitimate interest to manage and secure the above webcast and will only retain the shareholders' personal data until the next Shareholders' Meeting. The Company will process the personal data in compliance with its 'Information regarding personal data and how it is processed' available on its website (www.dieteren.com).

Made in ………………..……………, on ………………………..…………. 2019.

Family name: First name:

Signature:

Enclosed: Agenda of the Ordinary and Extraordinary General Meetings of May 28th , 2020

ORDINARY GENERAL MEETING Agenda

• 1. Directors' and Auditor's reports on the annual and consolidated accounts for the financial year 2019. Communication of the consolidated financial statements for the year 2019.
• 2. Approval of the annual financial statements as at December 31st, 2019, including the distribution of profits.

Proposal to approve the annual financial statements as at 31 December 2019, including the distribution of profits.

3. Remuneration Report 2019.

Proposal to approve the Remuneration Report included in the Corporate Governance Statement of the Annual Report 2019.

4. Discharge to the Directors and to the statutory auditor.

• Proposal to give discharge through separate voting:
• o to all Directors in function in 2019
• o to the statutory auditor

for carrying out their functions in 2019.

5. Appointment of the statutory auditor.

Proposal, on the recommendation of the Audit Committee and in compliance with the Companies and Associations Code, to renew the mandate of statutory auditor of the company KPMG Réviseurs d'Entreprises SCRL (B00001), Luchthaven Brussel Nationaal 1K in 1930 Zaventem (Belgium ) for a period of 3 years (control of the statutory and consolidated accounts 2020, 2021, and 2022).

The statutory auditor's mandate will expire at the end of the General Meeting of Shareholders called to approve the accounts for the financial year 2022.

KPMG Réviseurs d'Entreprises SCRL designates Mr. Axel Jorion (IRE Nr. 02363), company auditor, as permanent representative. The statutory auditor's fees for the accounting year ending 31 December 2020 will be EUR 242,000, excluding flat-rate costs (6%) and VAT. These fees will be adjusted each year taking into account the evolution of the health index. Any direct costs contracted specifically with third parties as a result of the performance of the services of KPMG Réviseurs d'Entreprises SCRL do not form part of the fees, and will be invoiced in addition, including variable contributions on turnover (including the contribution per mandate) that KPMG Réviseurs d'Entreprises SCRL is required to pay to the Institut des Réviseurs d'Entprises.

EXTRAORDINARY GENERAL MEETING Agenda

• 1. Renewal of authorizations to the Board concerning capital defence mechanisms. Proposal to renew (for a period of three years) the following authorizations to the Board of Directors:
  • o Authorization to increase the capital in the event of a public offer to acquire the Company's securities, in the circumstances and according to the methods provided for in the seventh paragraph of article 8bis of the new draft articles of association;
  • o Authorization to acquire own shares to avoid serious and imminent damage to the Company, in the circumstances and according to the methods provided for in article 8ter of the new draft articles of association.
• 2. Amendments to the articles of association of the Company in order to bring them in compliance with the new Code of Companies and Associations.

Proposal to approve the new draft articles of association of the Company in order to bring them in compliance with the new Code of Companies and Associations. An unofficial coordinated version of the new text of the Company's articles of association is available to the shareholders on the Company's website (www.dieteren.com/en/shareholder-meetings) as from April 27, 2020.

• 3. Proxy to the Board of Directors in order to execute the points on the agenda above. Proposal to confer full powers to the Board of Directors in order to execute the foregoing resolutions, and more particularly with a view to coordinating the articles of association.
• 4. Power of attorney for the coordination of the articles of association.

Proposal to confer all powers to the undersigned notary, or any other notary and/or collaborator of "Berquin Notaires" SCRL, in order to draft the text of coordination of the articles of association of the Company, sign and deposit the coordinated text in the electronic database provided for this purpose, in accordance with the relevant legal provisions.