ATENOR — Proxy Solicitation & Information Statement 2013

Mar 26, 2013

General Assembly of the Shareholders of the company ATENOR GROUP on 26 April 2013

	P R O X Y
The undersigned (1) owner of (2)	_____ _____	shares
of the company ATENOR GROUP
declares that with the present form he/she gives to Mr/Ms (1)	_____
the authority to represent him/her at the General Assembly of Atenor Group which will take
place on 26 April 2013 with the following agenda:

Ordinary General Assembly

1. Management Report of the Board of Directors and Auditor's Report on the financial year 2012

2. Approval of the annual accounts and the allocation of the results.

Proposed decision

Approval of the annual accounts closed on 31 December 2012, including the allocation of the profit proposed by the Board of Directors, i.e. (i) a gross dividend of € 2.00 per share for those shares whose entitlement to dividend has not been suspended and (ii) Director's fees in the amount of € 225,000.

The proxy holder is instructed to [vote in favour]/[vote against]/abstain.

3. Presentation of the decision of the Board of Directors to propose an optional dividend (and its terms).

4. Discharge

Proposed decision

Discharge by separate vote to the Directors and the Auditor for the exercise of their mandate in the course of the 2012 financial year.

The proxy holder is instructed to [vote in favour]/[vote against]/abstain.

5. Nominations

Proposed decision

On the proposal of the Nomination and Remuneration Committee: renewal of the mandate of Luxempart S.A. as director (represented by François Tesch). This mandate of three years could be remunerated and will expire at the end of the Ordinary General Assembly of 2016.

The proxy holder is instructed to [vote in favour]/[vote against]/abstain.

Proposed decision

On the proposal of the Nomination and Remuneration Committee: renewal of the mandate of Stéphan Sonneville S.A. as director (represented by Stéphan Sonneville). This mandate of three years could be remunerated and will expire at the end of the Ordinary General Assembly of 2016. The proxy holder is instructed to [vote in favour]/[vote against]/abstain.

6. Remuneration Report

Proposed decision

Approval of the Remuneration Report

The proxy holder is instructed to [vote in favour]/[vote against]/abstain.

7. Early reimbursement of bonds in the event of change of control

Proposed decision

Approval of Article 7.12.4 of the prospectus of 12 October 2012 (available on www.atenor.be), in compliance with article 556 of the Companies Code

The proxy holder is instructed to [vote in favour]/[vote against]/abstain.

8. Options Plan

Proposed decision

In accordance with article 520ter of the Company Code and/or the Corporate Governance Charter, approval:

of the annual grant of stock options on shares in ATENOR GROUP PARTICIPATIONS s.a. to members of the Management (including Executive Directors) for an exercise price which shall not be less than the actual value of the shares, as determined on the recommendation of the auditor of ATENOR GROUP PARTICIPATIONS s.a. ;

The proxy holder is instructed to [vote in favour]/[vote against]/abstain.

of the fact that these options are exercisable less than 3 years after their grant;

The proxy holder is instructed to [vote in favour]/[vote against]/abstain.

of the fact that the potential benefits to be gained from the exercise of these options are not subject to the limitations applicable to variable remunerations.

The proxy holder is instructed to [vote in favour]/[vote against]/abstain.

9. Powers

Proposed decision

To confer all powers on the Board of Directors for the execution of the decisions taken. The proxy holder is instructed to [vote in favour]/[vote against]/abstain.

With respect to the new subjects to be dealt with included in the agenda pursuant to article 533ter of the Company Code, the proxy holder is authorized [to vote on the topics]/must abstain.

The rights and obligations of proxies are described in the notification to attend at www.atenor.be.

Signed in __________________ on ____________________ 2013

Signature (3)

(1) family name ‐ first name ‐ residence

• (2) number of shares written out in letters (3) please precede the signature with the indication "Bon pour pouvoir" ("authorised").

(if no choice is made, the proxy holder will be deemed to be instructed to vote in favour)

⁽⁴⁾ cross out one of the two options (if no choice is made, the proxy holder will be deemed to be instructed to abstain (5) cross out one of the three options