Agfa-Gevaert NV

AGM Information • Apr 9, 2021

UNOFFICIAL TRANSLATION FROM THE DUTCH VERSION

P R O X Y

The undersigned (name and first name) …………………………………………………
residing at (address) ……………………………………………………………………………………………………………
or
with registered office at (address office) ……………………………………………………………………………………………………
in accordance with its articles of incorporation duly represented by:
(name and first name) ………………………………………………………………………………
holder of …….…………… shares of Agfa-Gevaert NV, with registered office at B-2640
Mortsel, Septestraat 27, hereby appoints as authorized representative (1) (2)
(name and first name) …………………………………………………………………………………………………………
residing at (address) …………………………………………………………………………

(1) You are not required to specify the name of a proxy holder. If you do not, 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 art. 7:143 § 4 of the Companies and Association 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.

(2) Subject to the exceptions provided by law, you can appoint only one (1) representative.

in order to represent him/her as shareholder at the Annual Meeting of Shareholders of the above-named Company, which will be held at the registered office of the company on Tuesday, May 11, 2021 at 11.00 a.m. with the following agenda:

If you do not give voting instructions, you will be considered having voted in favour of the resolutions proposed by the Board of Directors of the Company.

AGENDA

• 1. Acknowledgement of the Annual Report of the Board of Directors and report of the Statutory Auditor regarding the statutory accounts and the consolidated accounts as per December 31, 2020.
• 1. Acknowledgement of the consolidated accounts as per December 31, 2020.
• 1. Approval of the annual accounts as per December 31, 2020.

Proposal for resolution: the General Meeting resolves to approve the statutory accounts of the financial year concluded on December 31, 2020, including the following allocation of the result:

• deduction from the result carried forward by 133,890,511.61 Euro.

Approval 0 Rejection 0 Abstention 0

1. Approval of the Remuneration Report.

Proposal for resolution: the General Meeting resolves to approve the Remuneration Report included in the Annual Report on the financial year concluded December 31, 2020.

Approval 0 Rejection 0 Abstention 0

1. Approval of the Remuneration Policy.

Proposal for resolution: the General Meeting resolves to approve the Remuneration Policy as published on the website www.agfa.com/investorrelations.

Approval 0 Rejection 0 Abstention 0

1. Discharge of the Directors.

Proposal for resolution: the General Meeting resolves to discharge the Directors with respect to the performance of their mandates during the past financial year.

Approval 0 Rejection 0 Abstention 0

1. Discharge of the Statutory Auditor.

Proposal for resolution: the General Meeting resolves to discharge the Statutory Auditor with respect to the performance of his mandate during the past financial year.

1. Reappointment of Mr. Christian Reinaudo as non-executive director of the Company.

The Board of Directors recommends this director for his professional skills according to the following CV.

Christian Reinaudo (°1954 - French) is a graduate from the 'Ecole de Physique et de Chimie Industrielles de Paris' and holds a doctorate from the 'University of Paris' (France). He started his career with Alcatel (formerly named 'Compagnie Générale d'Electricité') in 1978 in the Research and Development Centre of Marcoussis (France). During his Alcatel period, he managed several multi billion Euro businesses and international sales and services organizations.

From 1984 to 1996, he held several positions in the Cable Group of Alcatel (now Nexans), from research and development, to manufacturing, procurement, sales support and services. He took the position of President of the Submarine Networks Division in early 1997. Appointed President of the whole Optics Group in 1999, he enters the Executive Committee of Alcatel early 2000 as Executive Vice-President. In 2003, he was appointed President of Alcatel Asia Pacific and moved to Shanghai (China) where he stayed until 2006. During this period, he was also the Vice-Chairman of the Board of Directors of Alcatel Shanghai Bell, the Chinese joint venture of Alcatel with the Chinese government. In 2006, he came back to Paris to manage the integration and the transition process associated with the merger of Alcatel and Lucent Technologies. He also became Director in the Board of Directors of Draka Comteq (the Netherlands). In 2007, he was appointed President Northern and Eastern Europe of Alcatel-Lucent and he joined the Board of Directors of Alcatel-Lucent (Belgium). Early 2008, Christian Reinaudo joined Agfa-Gevaert to be President of Agfa HealthCare.

Christian Reinaudo joined the Agfa-Gevaert Board of Directors in 2010. As from May 1, 2010 till February 1, 2020, he was CEO of Agfa-Gevaert.

Proposal for resolution: the General Meeting resolves to reappoint Mr. Christian Reinaudo, who elects residence at the Company's registered address, as non-executive director of the Company for a four (4) year period to come into effect today and to terminate immediately after the General Meeting that will consider the approval of the financial statements of the financial year ending on December 31, 2024.

Approval 0 Rejection 0 Abstention 0

1. Granting of rights in accordance with art. 7:151 of the Code of Companies and Associations.

Proposal for resolution: the General Meeting resolves, in accordance with article 7:151 of the Code of Companies and Associations, to approve the change-of-control provisions, as stipulated in the Facility Agreement dated March 5, 2021 with BNP Paribas Fortis SA/NV, ING Belgium SA/NV, KBC Bank NV and Belfius Bank SA/NV on the one hand and Agfa-Gevaert NV on the other hand.

Approval 0 Rejection 0 Abstention 0

1. Miscellaneous.

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 legal and statutory provisions. (3)

Executed at …………………………., on …………………………. 2021.

(3) Strike through if you wish to expressly authorize the proxy holder to vote on these points of the agenda.