Agfa-Gevaert NV

AGM Information • Apr 7, 2023

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 voting.

(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 9, 2023 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, 2022.
• 1. Acknowledgement of the consolidated accounts as per December 31, 2022.
• 1. Approval of the annual accounts as per December 31, 2022.

Proposal for resolution: the General Meeting resolves to approve the statutory accounts of the financial year concluded on December 31, 2022, including the following allocation of the result:

• deduction from the result carried forward by 6.045.693,85 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, 2022.

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.

Approval 0 Rejection 0 Abstention 0

• 1. Changes in the Board of Directors:
• Reappointment of Vantage Consulting BV, permanently represented by Mr. Frank Aranzana, as independent director of the Company. The Board of Directors proposes this director on account of his professional qualities, as shown in the undermentioned CV. According to the Board of Directors this director fulfils the independence criteria as mentioned in article 7:87 §1 of the Code of Companies and Associations.

Frank Aranzana (°1958 - French) holds a Bachelor's degree in Economics and Political Sciences from IEP Paris, as well as a Bachelor in Law from Nice University and later obtained a Master in Management from ESSEC Paris. He started his career in 1986 with Dow Chemical, where he worked in sales, marketing and Business management. In 1996, he joined DuPont Dow Elastomers as Business Director. In 1999, he joined UCB as a Director of the Radcure business unit and subsequently Specialty Chemicals, which was sold to Cytec Industries in 2005. He became Vice President of Cytec Surface Specialties and in 2008 President of Cytec Specialty Chemicals, member of Cytec's Executive Leadership team and an Officer of Cytec Industries Inc. In 2013, he was appointed CEO of Allnex, the leading producer of coating resins acquired by Advent International Private Equity and from 2016 to 2020, he was an Operating partner, sitting on Allnex's Advisory Committee. Since 2020, Frank Aranzana is Chairman of the Board of Directors at AnQore, as well as an Industrial Advisor at CVC Capital Partners.

Proposal for resolution: the General Meeting resolves to reappoint Vantage Consulting BV, permanently represented by Mr. Frank Aranzana, Bloemendal 29, B-1650 Beersel, seeing as he fulfills the independence requirements as mentioned in article 7:87 §1 of the Code of Companies and Associations, as independent director of the Company for the duration of four (4) years, commencing today and ending immediately after the General Meeting which will consider the approval of the financial statements of the financial year ending on December 31, 2026.

Approval 0 Rejection 0 Abstention 0

• Reappointment of Mr. Klaus Röhrig as a non-executive director of the Company. The Board of Directors proposes this director on account of his professional qualities, as shown in the undermentioned CV.

Klaus Röhrig (°1977 - Austrian) holds a Master of Economics and Business Administration from Vienna University of Economics and Business Administration.

In 2000, Klaus Röhrig started his career at Credit Suisse First Boston in London, focusing on corporate finance and M&A for technology companies. In 2006, he joined Elliott Associates where he was responsible for the funds' investments in the German speaking countries as well as selected debt, equity and sovereign investments.

In 2015, Klaus Röhrig founded Active Ownership Capital SARL (AOC). He serves as Chairman of the Supervisory Board of listed Francotyp-Postalia Holding AG and Non-Executive Chairman of listed exceet Group SE.Throughout his career, he focused on identifying investment opportunities, structuring of investments and process-driven value creation.

Proposal for resolution: the General Meeting resolves to reappoint Mr. Klaus Röhrig, Am Hof 11, Top 4, A-1010 Vienna, as non-executive director of the Company for the duration of four (4) years, commencing today and terminating immediately after the General Meeting that will consider the approval of the financial statements of the financial year ending on December 31, 2026.

Approval 0 Rejection 0 Abstention 0

• Reappointment of H F Routh Consulting LLC, permanently represented by Ms. Helen Routh, as independent director of the Company.

The Board of Directors recommends this director for her professional skills, as shown in the undermentioned CV. According to the Board of Directors she meets the independence requirements as mentioned in article 7:87 §1 of the Code of Companies and Associations.

Helen Routh (°1962 – British/American) is a global healthcare executive with a record of solving complex problems at the intersection of innovation and business. She has a PhD in Physics, specializing in medical ultrasound from University College Cardiff (UK). Until 2017 she held various business and functional roles in healthcare at Philips, working across products, software and services. She was the General Manager of Philips Research in North America and General Manager of the Philips' global Clinical Informatics businesses. As Senior VP of Strategy and Innovation she led the development of Innovation Strategy across Royal Philips and was head of the Integrated Solutions team. She is often invited as a keynote speaker and panelist on both technical and business topics, and currently serves as Non-Executive Director of Ultromics and Health Innovation Manchester.

Proposal for resolution: the General Meeting resolves to reappoint H F Routh Consulting LLC, permanently represented by Ms. Helen Routh, 27 Percy Road, Lexington MA 02421, USA, seeing as she fulfills the independence requirements as mentioned in article 7:87 §1 of the Code of Companies and Associations, as independent director of the Company for four (4) years commencing today and terminating immediately after the General Meeting that will consider the approval of the financial statements of the financial year ending on December 31, 2026.

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 …………………………. 2023.

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