Lotus Bakeries NV

Proxy Solicitation & Information Statement • Mar 28, 2025

Informal English translation. This informal English translation is provided for informational purposes only.

The legally binding text is the Dutch language proxy form. Voting instructions should be given by means of the Dutch language proxy form and only this form will be considered as valid.

LOTUS BAKERIES NV PROXY FORM SHAREHOLDERS' MEETING OF 13 MAY 2025

Please read and comply with the following instructions:

• - Only 1 proxy holder can be appointed on p.1 ;
• - CLEARLY INDICATE YOUR VOTING INSTRUCTIONS p. 2 up and until p.4 ;
• - Date, sign and insert the required information on p.4

The undersigned:

(full name of the shareholder) XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Full address of the shareholder: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX - Date, sign and insert the required information.

Owner of XXXXXXXXXXXXXXXXXXXX nominative shares – dematerialized shares (strike through what does not apply)

of Lotus Bakeries NV, with registered office at 9971 Lembeke, Gentstraat 1, herewith appoints as his/her special proxy holder:

• Mr / Mrs XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX (fill out full name) OR
• The company secretary, Mrs. Brechtje Haan

to whom the shareholder grants all powers to:

• - represent the shareholder at the Shareholders' Meeting of Lotus Bakeries NV, to be held on Tuesday, 13 May 2025 at 10.00 AM at Amelia Earhartlaan 6, 9051 Sint-Denijs-Westrem.
• - participate in all deliberations in connection with the following agenda items and proposed resolutions included in the notice and agenda:

Voting instructions

Please note that voting instructions may only be validly given by means of the Dutch language proxy form. This document merely serves as an informal English translation.

Indicate your voting instructions here below in connection with the proposed resolutions specified above:

• 1. Examination and discussion of the annual report and consolidated annual report of the Board of Directors concerning the financial statements and the consolidated financial statements of the company for the financial year ending on 31 December 2024. (does not give rise to voting)
• 1. Examination and discussion of the auditor's report and consolidated auditor's report of the statutory auditor concerning the financial statements and the consolidated financial statements of the company for the financial year ending on 31 December 2024. (does not give rise to voting)
• 1. Examination and approval of the financial statements of the company for the financial year ending on 31 December 2024, including the appropriation of profits and approval of the gross dividend of EUR 76 per share.

Motion:

"The Ordinary General Meeting of Shareholders resolves to adopt the financial statements of the company for the financial year ending on 31 December 2024, including the appropriation of profits and approval of the gross dividend of EUR 76 per share."

in favour against abstention

• 1. Examination and discussion of the consolidated financial statements of the company for the financial year ending on 31 December 2024. (does not give rise to voting)
• 1. Examination and approval of the remuneration report relating to the financial year ending on 31 December 2024.

Motion:

"The Ordinary General Meeting of Shareholders resolves to adopt the remuneration report relating to the financial year ending on 31 December 2024."

in favour against abstention

1. Acknowledgment and approval of the remuneration policy for the members of the Board of Directors and the members of the executive management. Motion:

"The Ordinary General Meeting of Shareholders decides to adopt the remuneration policy for the members of the Board of Directors and the members of the executive management, as published on the website of Lotus Bakeries (https://www.lotusbakeries.com/shareholders-meeting))."

in favour against abstention

1. Discharge of the directors.

Motion:

"The Ordinary General Meeting of Shareholders resolves to grant discharge to the directors for duties performed by them during the financial year ending on 31 December 2024."

in favour against abstention

1. Discharge of the statutory auditor.

Motion:

"The Ordinary General Meeting of Shareholders resolves to grant discharge to the statutory auditor for duties performed by him during the financial year ending on 31 December 2024."

		
in favour	against	abstention

1. Acknowledgement of the end of the director's mandate and approval of the reappointment for a term of four years, of Vasticom BV, represented by its permanent representative, Mr. Jan Vander Stichele, as non-executive director of the company, and establishment of remuneration. All relevant information concerning the candidate's professional qualifications and a list of positions already held by the candidate, are published on the company's website. Motion:

"The Ordinary General Meeting of Shareholders acknowledges the end of the director's mandate of Vasticom BV, with company registration number 0551.837.750 represented by its permanent representative Mr. Jan Vander Stichele, as non-executive director of the company, and resolves based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee - to reappoint for a mandate of four years, ending immediately after the 2029 Ordinary General Meeting. The director will receive an annual remuneration for this in accordance with the approved remuneration policy."

in favour against abstention

1. Acknowledgement of the end of the director's mandate of Mercuur Consult BV, represented by its permanent representative, Mr. Jan Boone, following its dissolution which took place on September 30, 2024. In this light, the Board of Directors has decided, in accordance with article 13 of the Articles of Association, to temporarily fill the vacancy and Stephenson NV, represented by its permanent representative Mr. Jan Boone, has been appointed as director. Confirmation of this appointment and approval of the extension of the director's mandate for a term of four years, as executive director of the company, and establishment of remuneration. All relevant information concerning the candidate's professional qualifications and a list of positions already held by the candidate, are published on the company's website.

Motion:

"The Ordinary General Meeting of Shareholders acknowledges the end of the director's mandate of Mercuur Consult BV, with company registration number 0478.305.614, represented by its permanent representative Mr. Jan Boone. The Ordinary General Meeting of Shareholders resolves - based on the proposal of the Board of Directors assisted by the Remuneration and Nomination committee - to confirm the appointment of Stephenson NV, with company registration number 0886.036.602, represented by its permanent representative Mr. Jan Boone as executive director of the company, and resolves - based on the proposal of the Board of Directors assisted by the Remuneration and Nomination committee - , to reappoint for a mandate of four years, ending immediately after the 2029 Ordinary General Meeting. The director will receive an annual remuneration in accordance with the approved remuneration policy."

in favour against abstention

1. Acknowledgement of the end of the director's mandate and approval of the reappointment for a term of four years, of Mr. Anton Stevens, as non-executive director of the company, and establishment of remuneration. All relevant information concerning the candidate's professional qualifications and a list of positions already held by the candidate, are published on the company's website.

Motion:

"The Ordinary General Meeting of Shareholders acknowledges the end of the director's mandate of Mr. Anton Stevens, as non-executive director of the company, and resolves - based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee - to reappoint for a mandate of four years, ending immediately after the 2029 Ordinary General Meeting. The director will receive an annual remuneration for this in accordance with the approved remuneration policy."

in favour against abstention

1. Acknowledgement of the end of the director's mandate and approval of the reappointment for a term of four years, of Palumi BV, represented by its permanent representative, Mr. Peter Bossaert, as independent director of the company, and establishment of remuneration. All relevant information concerning the candidate's professional qualifications and a list of positions already held by the candidate, are published on the company's website.

Motion:

"The Ordinary General Meeting of Shareholders acknowledges the end of the director's mandate of Palumi BV, with company registration number 0697.700.511, represented by its permanent representative Mr. Peter Bossaert, as independent director of the company, and resolves - based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee - to reappoint for a mandate of four years, ending immediately after the 2029 Ordinary General Meeting. The Ordinary General Meeting of Shareholders acknowledges that, based on the information available to the company, Palumi BV and Mr. Peter Bossaert fulfil the independence criteria of Article 3.5 of the Belgian Corporate Governance Code 2020 and Article 7:87(1) of the Companies and Associations Code. The director will receive an annual remuneration for this in accordance with the approved remuneration policy."

in favour against abstention

1. Acknowledgement of the end of the director's mandate and approval of the reappointment for a term of four years, of Benoit Graulich BV, represented by its permanent representative, Mr. Benoit Graulich, as non-executive director of the company, and establishment of remuneration. All relevant information concerning the candidate's professional qualifications and a list of positions already held by the candidate, are published on the company's website. Motion:

"The Ordinary General Meeting of Shareholders acknowledges the end of the director's mandate of Benoit Graulich BV, with company registration number 0472.527.877 represented by its permanent representative Mr. Benoit Graulich, and resolves - based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee - to reappoint as nonexecutive director for a mandate of four years, ending immediately after the 2029 Ordinary

General Meeting. The director will receive an annual remuneration for this in accordance with the approved remuneration policy."

in favour against abstention

1. Ratification of the Appointment auditor for the assurance of the consolidated sustainability reporting for the financial year ending on 31 December 2024. Motion

"To the extent necessary, the Ordinary General Meeting of Shareholders ratifies:

• (i) the appointment of the commissioner PwC Bedrijfsrevisoren BV, with registered office at 1831 Diegem, Culliganlaan 5, represented by Lien Winne BV with its permanent representative Lien Winne, auditor, for the assignment of limited assurance on the sustainability information of the company for the financial year ending on 31 December 2024.
• (ii) the fee of EUR 105,000 (plus VAT, expenses, IBR contribution, and flat-rate expense allowance for technology and compliance costs) for this assignment."

in favour against abstention

1. Acknowledgment of the end of the mandate of the current commissioner and appointment of a new commissioner and determination of remuneration.

Motion:

"The Ordinary General Meeting of Shareholders acknowledges the end of the mandate of PwC Bedrijfsrevisoren BV and the reaching of the maximum term during which PwC Bedrijfsrevisoren BV can provide statutory audit services to the company and decides, on the proposal of the Board of Directors, on favorable advice from the audit committee, to appoint Deloitte Bedrijfsrevisoren BV, with registered office at 1930 Zaventem, Luchthaven Nationaal 1 J, with company registration number 0429.053.863, as commissioner responsible for the statutory audit of the annual accounts and the assurance of sustainability information for a term of three years. This company has appointed Mr. Kurt Dehoorne, auditor, as its representative, authorized to represent it and who will be responsible for exercising the mandate in the name and on behalf of Deloitte Bedrijfsrevisoren BV. The mandate expires after the Ordinary General Meeting of Shareholders that must approve the annual accounts as of 31 December 2027. The fee for this assignment amounts to EUR 175,000 per year (excluding VAT, expenses, and IBR contribution) subject to annual adjustments based on the evolution of the consumer price index or as agreed between the parties. This fee includes the audit of the statutory annual accounts, the consolidated annual accounts, the assurance assignment of sustainability information, and the review of the company's half-year figures (statutory and consolidated).

The global annual fees of the commissioner and its network for the above-mentioned audit activities together with the audit activities at the level of the subsidiaries are set at EUR 625,000 (excluding VAT, expenses, and IBR contribution) subject to annual adjustments based on the evolution of the consumer price index or as agreed between the parties."

in favour against abstention

1. Delegation of Powers.

Motion

"The Ordinary General Meeting of Shareholders grants a proxy to each member of the Board of Directors, as well as to Ms. Brechtje Haan, electing domicile at the registered office of the company for these purposes, each acting independently and with power of substitution, to prepare, execute and sign all the documents, instruments, actions and formalities, and provide all necessary and useful instructions to implement the foregoing decisions, as well as to fulfil the formalities in view of registering/adjusting the data at the Crossroads Bank for Enterprises."

in favour against abstention

In the specific case where the special proxy holder is a person on the Board of Directors of Lotus Bakeries NV or working at Lotus Bakeries NV, then that person may only vote on those agenda items for which specific voting instructions have been given. In the absence of voting instructions for any agenda item or in the event that, for any reason whatsoever, any ambiguity would arise with regard to the voting instructions, the proxy holder shall always be deemed to vote "abstention" of the proposal for such items for which no or an unclear voting instruction is given; this will be deemed to be a specific voting instruction in the sense of article 7:143 § 4 2° and 3° of the Belgian Companies and Associations Code.

This present proxy shall also serve as notification within the meaning of article 7:134 of the Companies and Associations Code.

Place and date XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 2025.

Signature of the shareholder

(to be preceded by the handwritten words "Good for proxy").

If the shareholder is not a physical person:

Name of the person signing this proxy: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Function: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Legal entity: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

who declares to be authorized to sign this proxy in the name and for the account of the shareholder mentioned on p. 1.