Agfa-Gevaert NV

AGM Information • Apr 17, 2020

P R O X Y

The undersigned (name and first name)

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residing at (address)

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or

with principal office at (address office)

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in accordance with its articles of incorporation duly represented by (name and first name)

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holder of …….……… shares of Agfa-Gevaert NV, with principal office at 2640 Mortsel,

Septestraat 27, hereby appoints as authorized representative:

Wilfried Van Lishout, secretary-general, Septestraat 27, 2640, Mortsel

Agfa-Gevaert NV will appoint a member of the bureau to represent you at the relevant meeting. The bureau members are persons who typically, under Art. 7:143 §4 of the Companies and Associations Code, are deemed to have a conflict of interest e.g. because they are members of the board or staff members. If the proxy holder is deemed to have a conflict of interest under Article 7:143 §4 of the Companies and Associations Code, the proxy holder can only vote provided specific voting instructions are available for each item on the agenda. In the absence of such specific voting instructions for a particular topic, the proxy holder is deemed to have a conflict of interest and shall therefore refrain from participating in the vote.

in order to represent him/her as shareholder at the Extraordinary General Meeting of Shareholders of the above-named company, which will be held at the principal office of the company on Wednesday April 29, 2020 at 10.00 a.m. with the following agenda or in case of a postponement, on Tuesday May 12, 2020.

AGENDA

1. Proposal to renew the authorization of the Board of Directors regarding the purchase and disposal of own shares:

Authorization to purchase, in accordance with the stipulations of the Code of Companies and Associations and for a period of five (5) years as of the publication in the Appendix to the Belgian Official Gazette, a maximum of twenty (20) percent of the shares issued by the Company at a price per share that is equal to the average price of the share over the last thirty (30) calendar days preceding the date of the purchase, decreased by twenty (20) percent (minimum price) or increased by ten (10) percent (maximum price);

Authorization to dispose of the acquired treasury shares at any time according to the terms set out by the Board of Directors;

Authorization to the subsidiaries of the company to purchase and dispose of shares of the company, in accordance with the provisions of the Code on Companies and Associations, at the same conditions as those set out above for the company itself.

Approval 0	Rejection 0	Abstention 0

1. Proposal to authorize the Board of Directors to cancel, at any time, the treasury shares and to modify the articles of association according to this decrease of the total number of shares of the Company.

Approval 0	Rejection 0	Abstention 0

1. Proposal to approve the completely new text of the articles of association of the Company as they are in accordance with the Belgian Code of Companies and Associations (BCCA).

Approval 0 Rejection 0 Abstention 0

1. Proposal to grant the Board of Directors all necessary powers to execute the abovementioned resolutions.

Approval 0 Rejection 0 Abstention 0

to participate in all deliberations;

to participate on behalf of the undersigned in a vote on all items of the abovementioned agenda;

to sign all deeds, minutes and other documents relating to this meeting;

in general, to do everything which should appear necessary or useful for the implementation of this power of proxy, with promise of ratification.

The proxy holder shall abstain from voting on new subjects added to the agenda at the request of certain shareholders in compliance with the relevant the legal and statutory provisions .

Executed at ………………………………………………., on ……………………2020