Agfa-Gevaert NV — Proxy Solicitation & Information Statement 2020

Apr 17, 2020

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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:
Wilfried Van Lishout, secretary-general, Septestraat 27, B-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 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.

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 12, 2020 at 11.00 a.m. with the following agenda:

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, 2019.
• 1. Acknowledgement of the consolidated accounts as per December 31, 2019.

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1. Approval of the annual accounts as per December 31, 2019.

Proposal for resolution: the General Meeting resolves to approve the statutory accounts of the financial year concluded on December 31, 2019, including the following allocation of the result:

• deduction from the result carried forward by 407,391,095.73 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, 2019.

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. Appointment of PJY Management BV with permanent representative Mr. Pascal Juéry as executive director of the Company.

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

Pascal Juéry (°1965 - French) is a graduate from ESCP Business School. He provides more than 30 years of experience in the chemical and advanced material industries. Pascal Juéry started his career in finance and soon demonstrated his ability to lead various global businesses as well as hold key functional responsibilities. For the past 10 years, he was a member of the Executive Committee of Rhodia and then Solvay, where he took an active part in the group portfolio and business transformation.

Proposal for resolution: the General Meeting resolves to appoint PJY Management BV with permanent representative Mr. Pascal Juéry, Louizalaan 160A b29, B-1050 Brussels, as 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, 2023.

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;

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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.

Executed at, on 2020.
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