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Banque nationale de Belgique

Proxy Solicitation & Information Statement Apr 17, 2025

3923_rns_2025-04-17_896a8658-ea9a-455f-8187-253eb0da03ba.pdf

Proxy Solicitation & Information Statement

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PROXY FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE NATIONAL BANK OF BELGIUM ON 19 MAY 2025

The undersigned:

Natural person
Surname and first name:
Address:
owner of
share(s) in the National Bank of Belgium, hereby give power of attorney to:
Surname and first name:
Address:
Legal person:
Name and legal form:
Registered office:
Company number:
Lawful representative:
Mr/Mrs
position:
and
Mr/Mrs
position:
owner of
share(s) in the National Bank of Belgium, hereby give power of attorney to:

to

  • represent the mandator at the Ordinary General Meeting of Shareholders of the National Bank of Belgium, to be held on Monday 19 May 2025 at 14.00 hrs,
  • to take part in all deliberations in accordance with the agenda,

Mr/Mrs position

  • cast all votes which the representative considers appropriate,
  • in the event of a conflict of interests as mentioned below, to vote in accordance with the specific voting instructions indicated below, and
  • for that purpose to sign any documents, elect domicile, make substitutions and generally do everything necessary or appropriate.

Pursuant to Article 7:143, §4 of the Companies and Associations Code, in the event of any potential conflict of interests between a shareholder and his appointed representative, the representative is not authorised to exercise the voting right on behalf of the shareholder unless he has specific voting instructions for each item on the agenda. Without that, proxies will not be valid.

Conflicts of interest exist in particular if the representative:

1° is the Bank, is a shareholder who controls the Bank or is another entity controlled by such a shareholder;

2° is a member of the Bank's Board of Directors, or a member of the management bodies of a shareholder who controls the Bank or a controlled entity referred to in 1°;

3° is an employee or external auditor of the Bank or of the Bank's controlling shareholder or of a controlled entity referred to in 1°;

4° is related to a natural person referred to in 1° to 3° or is the spouse or legal partner of such a person, or of a relation of such a person.

Proxies returned to the Bank without indicating a representative will be deemed to be addressed to the chairman of the Board of Directors and consequently fall within the scope of potential conflicts of interest. They will not be valid unless voting instructions are indicated for each item on the agenda.

AGENDA FOR THE GENERAL MEETING

    1. Introductory statement by the governor
    1. Report on operations during the financial year ending 31 December 2024
    1. Statutory elections
  • Proposed resolutions:

Re-election of Mr Thierry Bodson as a Regent for a term of three years expiring at the close of the 2028 Ordinary General Meeting;

Election of three candidates proposed by the Minister of Finance as Regents for a term of three years expiring at the close of the 2028 Ordinary General Meeting, replacing Mrs Christine Mahy, Mrs Louise Fromont and Mr Marc Bourgeois.

(tick the appropriate box if you are in the situation of a potential conflict of interests - see box above)

Election of Mr Thierry Bodson For Mr Thierry Bodson For Mrs Celien Vanmoerkerke Against Abstention Election of a candidate to replace Mrs Christine Mahy For candidate 1 For candidate 2 Against Abstention Election of a candidate to replace Mrs Louise Fromont For candidate 1 For candidate 2 Against Abstention Election of a candidate to replace Mr Marc Bourgeois For candidate 1 For candidate 2

Against Abstention

In the case of extra items added to the agenda and proposals for decisions relating to them in accordance with Article 7:130 of the Companies and Associations Code or Article 65 of the Statutes of the National Bank after notification of this proxy, the representative:

(tick the appropriate box)
is authorised to vote on the new items entered on the agenda
must abstain
Done at (date)
THE SHAREHOLDER
(Signature)

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