Unifiedpost Group SA

Proxy Solicitation & Information Statement • Apr 15, 2022

PROXY

-Unofficial translation of the French version-

Undersigned
Fill in 1. or 2.
1. Natural person
Name and first name: ………………………………………………………………………………………
Address: ……………………………………………………………………………………………………
or
2. Company
Company name: …………………………………………………………………………………………….
Registered office: ……………………………………………………………………………………………
Company number: …………………………………………………………………………………………
In accordance with its articles of association duly represented by: ……………………………………

holder of:

……………………... (number) shares

……………………... (number) subscription rights

of Unifiedpost Group NV/SA, a Belgian open limited liability company ("naamloze vennootschap" / "société anonyme") having its registered office at Avenue Reine Astrid 92 A, 1310 La Hulpe, registered with the Crossroads Bank of Enterprises under number 0886.277.617 (RLE Brabant Wallon),

hereby appoints as proxyholder:

Fill in 1. or 2.

1. Natural person

Name and first name: ……………………………………………………………………………………….
Address: ……………………………………………………………………………………………………
or
2. Company
Company name: …………………………………………………………………………………………….
Registered office: ……………………………………………………………………………………………
Company number: ………………………………………………………………………………………….
Represented by: …………………………………………………………………………………………….

in order to:

i. represent him/her/it as shareholder and/or holder of subscription rights at the ordinary and extraordinary general shareholders' meetings of Unifiedpost Group NV/SA, which will be held at Buzzynest, Avenue Reine Astrid 92A, La Hulpe, and which the shareholders can follow via audio/video conference on Tuesday 17 May 2022 at 19:00 (CET) with the following agenda, containing proposed resolutions:

In order to give voting instructions, please indicate your vote by filling in the bullets below. In the absence of voting instructions, you will be considered having voted in favour of the proposed resolutions

Agenda of the Ordinary General Meeting

• 1. Communication of the Board of Directors' annual report and the statutory auditor's report on the statutory financial statements for the financial year closed on 31 December 2021.
• 1. Approval of the remuneration report as included in the annual report of the Board of Directors on the statutory financial statements closed on 31 December 2021.

Proposed resolution: approval of the remuneration report for the financial year closed on 31 December 2021.

Approval	0
Rejection	0
Abstention	0

1. Approval of the statutory financial statements closed on 31 December 2021 including the proposed allocation of the result.

Proposed resolution: approval of the statutory financial statements closed on 31 December 2021 showing a loss in the amount of EUR 5.614.198 and the proposed allocation of the result as losses carried forward.

Approval	0
Rejection	0
Abstention	0

• 1. Communication of the consolidated financial statements of the Company for the financial year closed on 31 December 2021 as well as the annual report of the Board of Directors and the statutory auditor's report on those consolidated financial statements.
• 1. Approval to grant discharge to the members of the Board of Directors.

Proposed resolution: approval to grant discharge to all members of the Board of Directors for the execution of their mandate for the financial year closed on 31 December 2021.

Approval	0
Rejection	0
Abstention	0

1. Approval to grant discharge to the statutory auditor.

Proposed resolution: approval to grant discharge to BDO Réviseurs D'Entreprises SCRL, represented by Mrs. Ellen Lombaerts, for the execution of its mandate as statutory auditor of the Company during the financial year closed on 31 December 2021.

Approval	0
Rejection	0
Abstention	0

1. Approval of the cooptation of a member of the Board of Directors.

Proposed resolution: upon nomination by the Board of Directors and after proposal of the Remuneration and Nomination Committee, it is proposed to approve and confirm the cooptation of First Performance AG, permanently represented by Michael Kleindl, as nonexecutive director for a renewable period of 4 years, ending on the date of the annual general shareholders' meeting of 2026, replacing Jinvest BV, permanently represented by Jürgen Ingels, who resigned on 18 December 2021. The curriculum vitae of Mr. Michael Kleindl is available for consultation at https://www.unifiedpost.com/en/investor-relations/shareholderinformation/general-meeting-2022. First Performance AG, permanently represented by Michael Kleindl, will be remunerated in accordance with the principles as established by the Company for non-executive directors.

Approval	0
Rejection	0
Abstention	0

1. Change of control provisions – article 7:151 of the Belgian Code of Companies and Associations.

Proposed resolution: the general meeting of shareholders approves and, insofar as required, ratifies, in accordance with and to the extent falling within the scope of article 7:151 of the Belgian Companies and Associations Code, those provisions of the EUR 100 million senior facilities agreement entered into by the Company and some of its subsidiaries on 7 March 2022 and the other transaction documents in relation thereto which grant rights to third parties that either have a substantial influence on the assets of the Company or create a substantial debt or obligation for the Company if the exercise of these rights is dependent on the launch of a public takeover bid on the securities of the Company or on a change of the control exercised over it, including, without limitation, clause 7.2 (Exit) of the senior facilities agreement.

Approval	0
Rejection	0
Abstention	0

1. Approval of the re-nomination of BDO as statutory auditor of the Company from the date of this General Meeting until the General Meeting of 2025.

Proposed resolution: approval of the re-nomination of BDO Réviseurs D'Entreprises SCRL, represented by Mrs. Ellen Lombaerts, as statutory auditor of the Company as of the date of this General Meeting until the General Meeting of 2025.

Agenda of the Extraordinary General Meeting

1. Transparency threshold in articles of association.

Proposed resolution: adding a new paragraph at the end of article [11] of the articles of association of the Company, which reads as follows:

"The requirements of the applicable legislation on the disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market apply to the acquisition of holdings in the company, it being understood that the duty of disclosure arises on the acquisition of a first holding of three per cent (3%) of the voting rights in the company, without prejudice to the disclosure requirements on the acquisition of a holding of five per cent (5%) or multiples of five per cent (5%) thereafter."

Approval	0
Rejection	0
Abstention	0

1. Power of Attorney.

Granting of a power of attorney to Mrs. Marleen Mouton and Mrs. Hilde Debontridder, choosing as address Avenue Reine Astrid 92A, 1310 La Hulpe, Belgium, as extraordinary proxy holders, with the right to act individually and with powers of sub-delegation, to whom they grant the power, to represent the Company regarding the fulfilment of the filing and disclosure obligations as set out in the Belgian Code on Companies an Associations and all other applicable legislation. This power of attorney entails that the aforementioned extraordinary proxy holders may take all necessary and useful actions and sign all documents relating to these filing and disclosure obligations, including but not limited to file the aforementioned decisions with the competent registry of the commercial court, with a view to publication thereof in the Annexes to the Belgian Official Gazette.

• ii. to participate in all deliberations;
• iii. to vote on behalf of the undersigned on all items of the abovementioned agenda in accordance with the voting instructions as set forth above;
• iv. to sign all deeds, minutes and other documents relating to these meetings;
• v. to do everything which should appear necessary or useful for the implementation of this proxy, with promise of ratification.

Done at …………………………………… on .......................................2022.

Undersigned:

Name: ……………………………	Name: ……………………………
……………………………	……………………………

Function: ………………………… Function: ………………………… (if applicable) (if applicable)