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Roularta Media Group N.V.

Proxy Solicitation & Information Statement Apr 15, 2022

3997_rns_2022-04-15_3a091b29-5f55-4994-aedc-b02c3c10ca90.pdf

Proxy Solicitation & Information Statement

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Public Limited Company Meiboomlaan 33, 8800 B-Roeselare Ghent, department Kortrijk Register of Companies VAT BE 0434.278.896

! ONLY DUTCH VOTING FORMS ARE VALID !

Dutch voting forms are the only ones that are officially accepted.

Our foreign shareholders will be given an English or French translation for comprehensive reasons.

However, French or English voting forms will not be accepted on the general assembly.

VOTING FORM GENERAL MEETING DD. 17 MAY 2022

The undersigned (name, first name/corporate name, corporate form) ………………………………………………………
………………………………………………………………………………………………………………………………………
residing
at ………………………………………………………………………………………………………………………….
…………………………………………………………………………………………
or
with registered office at ……………………………………………………………………………………………………………
………………………………………………………………………………………………………………………………………
in accordance with its articles of incorporation duly
represented by (name, first name): …………………
………………………………………………………………………………………………………………………………………
holder of (number) ……………….… shares of Roularta Media Group NV, with registered office at 8800 Roeselare,
Meiboomlaan 33,

declares to vote by letter at the general meeting to be held at the registered office at Roeselare,

Meiboomlaan 33, on May 17 at 11 a.m.

Below you will find my / our voting instructions for each agenda item and proposed resolutions of the
general meeting:

AGENDA AND PROPOSALS FOR DECISIONS BY THE GENERAL MEETING

    1. Reading of the annual report with the corporate governance declaration of the board of directors.
    1. Reading of the statutory auditor's report.
    1. Deliberation and approval of the annual accounts at 31 December 2021 and appropriation of the profit. Motion: the general meeting approves the annual accounts at 31 December 2021, including the appropriation of the result as proposed by the board of directors, in the form of a gross dividend payment of EUR 1.00 per share.
APPROVAL REJECTION ABSTENTION
---------- ----------- ------------ --
    1. Deliberation of the consolidated annual accounts and the consolidated reports for the year ending 31 December 2021.
    1. Granting of discharge to the directors and the auditor.

Motion: the general meeting votes separately on a resolution to grant discharge to the directors and the statutory auditor in respect of the exercise of their duties in the 2021 financial year.

Mr Hendrik De Nolf

Comm.VA Koinon, with permanent representative Xavier Bouckaert
Ms
Lieve Claeys
NV Verana, with permanent representative Coralie Claeys
NV Alauda, with permanent representative Francis De Nol
Mr Carel Bikkers
NV Invest at Value, with permanent representative Koen Dejonckheere
Prof Caroline Pauwels PhD
Mr. Rik Vanpeteghem (director since 21/12/2021)
Discharge auditor
BDO, Bedrijfsrevisoren BV, represented by Veerle Catry
APPROVAL ◘ REJECTION ◘ ABSTENTION ◘

  1. Approval of the remuneration report.

Motion: the general meeting approves the remuneration report for the financial year 2021.

APPROVAL REJECTION ABSTENTION
  1. (Re)appointment directors: the terms of office of the following directors expire at the general meeting of 17 May 2022: Mr Hendrik De Nolf; Comm.VA Koinon, represented by its permanent representative, Mr Xavier Bouckaert, Ms Lieve Claeys, Mr Carel Bikkers; NV Invest at Value, represented by its permanent representative, Mr Koenraad Dejonckheere and Prof. Dr. Caroline Pauwels.

Motion: on the advice of the appointments and remuneration committee the board of directors recommends to:

  • reappoint Mr Hendrik De Nolf as director for a four-year term, that is until the annual meeting resolving on the annual accounts for the financial year ending on 31 December 2025;
-
ending
on 31 December 2025; reappoint Comm.VA Koinon, represented by its permanent representative, Mr Xavier Bouckaert, as director
for a four-year term, that is until the annual meeting resolving on the annual accounts for the financial year
- reappoint Ms Lieve Claeys annual accounts for the financial year ending on 31 December 2025; as director for a four-year term, that is until the annual meeting resolving on the
- 31 December 2025. as an independent director in the sense of Article 7:87 of the Companies and Associations Code reappoint NV Invest at Value, represented by its permanent representative, Mr Koenraad Dejonckheere,
for a four
year term, that is until the annual meeting resolving on the annual accounts for the financial year ending on
- annual accounts for the financial year ending on 31 December 2025. Reappoint Prof. dr. Caroline Pauwels, as an independent director in the sense of Article 7:87 of the
Companies and Associations Code for a four-year term, that is until the annual meeting resolving on the
Signed at …………………………………., on …………………………………… 2022

(Signature)

___________________

_____________________________________________________________

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