Unifiedpost Group SA

Proxy Solicitation & Information Statement • Apr 18, 2025

-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.

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 general shareholders' meeting of Unifiedpost Group NV/SA, which will be held at Buzzynest, Avenue Reine Astrid 92A, 1310 La Hulpe on Tuesday 20 May 2025 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

Part 1: Agenda of the Extraordinary General Meeting

1. Approval to amend the Articles of Association – Change of the Company Name.

Proposed resolution: Proposal to amend Article 1 of the Articles of Association to change the name of the Company from Unifiedpost Group to Banqup Group.

Approval 0 Rejection 0 Abstention 0

Part 2: 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 2024.
• 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 2024.

Proposed resolution: approval of the remuneration report for the financial year closed on 31 December 2024.

Approval	0
Rejection	0
Abstention	0

1. Approval of the statutory financial statements closed on 31 December 2024 including the proposed allocation of the result.

Proposed resolution: approval of the statutory financial statements closed on 31 December 2024 showing a profit in the amount of EUR 37.288.229,77 and of the proposed allocation of the result of EUR 72.931.775,84 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 2024 as well as the annual report of the Board of Directors and the statutory auditor's report on those consolidated financial statements.
• 1. Ratification of the appointment and nomination of Company directors.

Proposed resolutions:

(i) the General Meeting decides to ratify the appointment by cooptation of Crescemus BV, with company number 0521.873.163, permanently represented by Pieter Bourgeois, as non- executive director of the Company as of 23 October 2024. In accordance with article 7:88 §1 of the Companies and Associations Code, the General Meeting decides to deviate from the default rule that the mandate of a co-opted director ends when the original mandate would have ended, and instead decides to appoint Crescemus BV, with company number 0521.873.163, permanently represented by Pieter Bourgeois as non- executive director of the Company for a term that will end immediately after the Ordinary General Meeting of 2029. The curriculum vitae of Mr. Pieter Bourgeois is available for consultation on the website. The director will receive an annual remuneration in accordance with the approved remuneration policy.

Approval 0 Rejection 0 Abstention 0

(ii) the General Meeting decides to ratify the appointment by cooptation of PDMT Investments LLC, with company number 45-2043440, permanently represented by Peter Mulroy, as non- executive and independent director of the Company as of 23 October 2024. In accordance with article 7:88 §1 of the Companies and Associations Code, the General Meeting decides to deviate from the default rule that the mandate of a co-opted director ends when the original mandate would have ended, and instead decides to appoint PDMT Investments LLC, with company number 45-2043440, permanently represented by Peter Mulroy as non- executive, independent director of the Company for a term that will end immediately after the Ordinary General Meeting of 2029. The Board of Directors confirms that, based on the information available to the Company, PDMT Investments LLC, permanently represented by Peter Mulroy, qualifies as an independent director in accordance with the independence criteria set out in Article 7:87, §1 of the Belgian Companies and Associations Code, the 2020 Belgian Corporate Governance Code, and the Company's Corporate Governance Charter The curriculum vitae of Mr. Peter Mulroy is available for consultation on the website. The director will receive an annual remuneration in accordance with the approved remuneration policy.

• Approval 0 Rejection 0 Abstention 0
• 1. Nomination of Company directors.

Proposed resolutions:

(i) the General Meeting decides to appoint Quilaudem BV, with company number 0795.086.135, permanently represented by Nathalie Van Den Haute, as non executive director of the Company, for a term of 4 years, that will end immediately after the Ordinary General meeting of 2029. The curriculum vitae of Mrs. Nathalie Van Den Haute is available for consultation on the website. The director will receive an annual remuneration in accordance with the approved remuneration policy.

Approval	0
Rejection	0
Abstention	0

(ii) the General Meeting decides to appoint Ahok BV, with company number 0457.927.595, permanently represented by Koen Hoffman, as non- executive, independent director of the Company, for a term of 4 years, that will end immediately after the Ordinary General Meeting of 2029. The Board of Directors confirms that, based on the information available to the Company, Ahok BV, permanently represented by Koen Hoffman qualifies as an independent director in accordance with the independence criteria set out in Article 7:87, §1 of the Belgian Companies and Associations Code, the 2020 Belgian Corporate Governance Code, and the Company's Corporate Governance Charter. The curriculum vitae of Mr. Koen Hoffman is available for consultation on the website. The director will receive an annual remuneration in accordance with the approved remuneration policy.

Approval 0 Rejection 0

Abstention 0

(iii) the General Meeting decides to appoint Leanne Kemp, as non- executive, independent director of the Company, for a term of 4 years, that will end immediately after the Ordinary General Meeting of 2029. The Board of Directors confirms that, based on the information available to the Company, Leanne Kemp qualifies as an independent director in accordance with the independence criteria set out in Article 7:87, §1 of the Belgian Companies and Associations Code, the 2020 Belgian Corporate Governance Code, and the Company's Corporate Governance Charter. The curriculum vitae of Mrs. Leanne Kemp is available for consultation on the website. The director will receive an annual remuneration in accordance with the approved remuneration policy.

Approval 0

Rejection 0

Abstention 0

• (iv) the General Meeting decides to appoint Beco Global Consulting LLC, with company number 33-1666922, permanently represented by Nicolas de Beco, as executive director of the Company, for a term of 4 years, that will end immediately after the Ordinary General Meeting of 2029. The curriculum vitae of Mr. Nicolas de Beco is available for consultation on the website. The director will receive an annual remuneration in accordance with the approved remuneration policy.
  • Approval 0 Rejection 0 Abstention 0
• 1. Approval of the updated Remuneration Policy.

Proposed resolution: approval of the updated Remuneration Policy which is available for consultation on the website.

Approval	0
Rejection	0
Abstention	0

1. Approval to grant discharge to all the members of the Board of Directors of the Company that were in charge for the execution of their mandate in 2024.

Proposed resolution: approval to grant discharge to all individual members of the Board of Directors that were in charge in 2024 for the execution of their mandate for the financial year closed on 31 December 2024.

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 (CBE 0431.088.289), 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 2024.

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 2028.

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 2028. The fee for this assignment amounts to EUR 400.000,00 per year (excluding VAT, expenses, and IBR contribution). This fee includes the audit of the statutory annual accounts, the consolidated annual accounts, and the review of the company's half-year figures (statutory and consolidated).

Approval	0
Rejection	0
Abstention	0

1. Appointment of the commissioner responsible for the "assurance" of the CSRD sustainability report for the year 2025.

Proposed resolution: in accordance with the recommendation by the Board of Directors and upon recommendation of the Audit Committee, the appointment of BDO Réviseurs D'Entreprises SRL (CBE 0431.088.289), represented by Mrs. Ellen Lombaerts, responsible for the "assurance" of the sustainability report of the CSRD, for a period of one year. The fee amounts to EUR 70.000,00 per year (excluding VAT, expenses, IBR contribution and any flatrate expense allowance for technology and compliances costs) for this assignment.

Approval	0
Rejection	0
Abstention	0

12. Power of Attorney.

Proposed resolution: granting of a power of attorney to Mr. Mathias Baert 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 subdelegation, 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 and 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 filing 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.

Approval	0
Rejection	0
Abstention	0

• 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 ......................................... 2025.

Undersigned:
	Name: …………………………… ……………………………	Name: …………………………… ……………………………
	Function: ………………………… (if applicable)	Function: ………………………… (if applicable)