Agfa-Gevaert NV — Proxy Solicitation & Information Statement 2023

Apr 7, 2023

{0}------------------------------------------------

UNOFFICIAL TRANSLATION FROM THE DUTCH VERSION

AGFA-GEVAERT

NAAMLOZE VENNOOTSCHAP [LIMITED LIABILITY COMPANY]
SEPTESTRAAT 27
B-2640 MORTSEL
ENTERPRISE NUMBER 0404 021 727

INVITATION TO THE ANNUAL GENERAL MEETING

The shareholders are hereby invited to participate in the Annual General Meeting of the Company which will be held on Tuesday, May 9, 2023 at 11 a.m. at the registered office, B-2640 Mortsel, Septestraat 27.

The Annual General Meeting has the following 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.
• 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

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.

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. 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

{1}------------------------------------------------

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.

• 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.

• 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.

{2}------------------------------------------------

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.

8. Miscellaneous.

The shareholders are admitted to the Annual General Meeting of May 9, 2023 and can exercise their voting rights subject to the registration of their shares on the fourteenth day prior to the meeting at midnight Belgian time (the "registration date"), being Tuesday, April 25, 2023 regardless of the number of shares that the shareholder will hold on the day of the Annual General Meeting.

A shareholder shall inform the Company by no later than the sixth day prior to this Annual Meeting, being by no later than Wednesday, May 3, 2023 at midnight Belgian time, about the number of shares he wishes to attend the Annual General Meeting with, taking into consideration the following formalities.

The holder of dematerialized shares does this by delivering a certificate issued by a registered accountholder or a clearing house indicating the number of shares the shareholder held on the registration date, at a branch of ING Bank, or by email to secretaris.generaal@agfa.com.

The holder of registered shares does this by a statement to the Company by email to secretaris.generaal@agfa.com.

Shareholders may also attend the meeting and vote by means of a proxy holder. For this purpose, the shareholder can make use of the proxy form drafted by the Board of Directors, a copy of which can be obtained at the registered office of the Company. Upon simple request a copy will be sent to the shareholder. The proxy form will also be available on the website www.agfa.com/investorrelations of the Company.

The signed proxies need to be sent by email to secretaris.generaal@agfa.com, no later than Wednesday, May 3, 2023..

One or more shareholders representing at least 3% of the Company's share capital may, in accordance with the provisions of art. 7:130 of the Code of Companies and Associations, request to put items to be dealt with on the agenda of the Annual General Meeting, to the extent that they relate to subjects reserved by law or by the articles of association expressly to the meeting of shareholders, and make proposals for resolutions concerning items on or added to the agenda. The proposals are to arrive at the Company by no later than the twenty-second day prior to the meeting, being by no later than Monday, April 17, 2023 by email to secretaris.generaal@agfa.com.

The topics to be discussed and proposed resolutions added to the agenda of the Annual General Meeting in compliance with the preceding section will only be discussed at the meeting if these shareholders have complied with all legal formalities to participate in this meeting as described in this invitation.

Only shareholders having complied with the legal formalities, as described in this invitation, to participate in this Annual General Meeting may, prior to the start of the meeting, once the invitation is published, address their questions either by registered mail to the registered office of the Company, Septestraat 27, B-2640 Mortsel, addressed to Wilfried Van Lishout, secretary

{3}------------------------------------------------

general or electronically to secretaris.generaal@agfa.com. These questions need to arrive at the Company by no later than the sixth day prior to the meeting, being by no later than Wednesday, May 3, 2023.

All documents in relation to the Annual General Meeting that, according to the law should be made available to the shareholders, are also available, as from publication of the invitation, on the website www.agfa.com/investorrelations. The shareholders can also consult these documents or obtain a copy free of charge at the Company's registered office and this during office hours. The request for a copy free of charge can also be addressed in writing to the Company's registered office Septestraat 27, B-2640 Mortsel, to the attention of Wilfried Van Lishout, secretary-general or electronically to secretaris.generaal@agfa.com.

The Board of Directors