Banque nationale de Belgique

AGM Information • Apr 14, 2022

INFORMATION CONCERNING SHAREHOLDERS' RIGHTS TO REQUEST AGENDA ITEMS AND ASK QUESTIONS

Right to request agenda items and to table proposals for decisions (Art. 7:130 of the Companies and Associations Code)

One or more shareholders holding together at least 3% of the share capital may add items to the agenda of the General Meeting of 16 May 2022 and submit proposals for decisions relating to topics already on the agenda or to be added to it, by notifying the Bank in writing by 24 April 2022 at the latest.

The written notification must contain:

• the full text:
  • of each new item to be added to the agenda and the corresponding proposed decision, and/or
  • of each proposed decision concerning an item already on the agenda, indicating the existing topic to which the proposal refers;
• proof that the applicant shareholder(s) own(s) at least 3% of the share capital on the date of the written notification, either by means of a certificate confirming registration of the corresponding shares in the Bank's register of registered shares, or by a document drawn up by an approved account holder or central securities depository certifying registration, in his/her/their name, of the corresponding number of dematerialised shares;
• the postal or e-mail address to which the Bank can send the acknowledgement of receipt.

Additional items to be raised, the corresponding proposed decisions and/or any newly proposed decisions tabled by then will only be discussed by the General Meeting if:

• the above-mentioned conditions have been met;
• the requests fall within the competence of the Ordinary General Meeting;
• the required fraction of the capital is registered on the date of 2 May 2022 in the name(s) of the applicant shareholder(s).

The written notification must be addressed to the Bank, either by e-mail to administration@nbb.be or by post to the National Bank of Belgium, Secretariat, boulevard de Berlaimont 14, 1000 Brussels. The Bank will send an acknowledgement of receipt of any requests made to the address mentioned by the shareholder within 48 hours of the said receipt.

The Bank will publish a revised agenda and put up a new downloadable proxy form on its website no later than 29 April 2022. However, proxies that are notified to the Bank before publication of an updated agenda shall remain valid for any items on the agenda that they cover. By way of exception to this rule, in the case of extra items added to the agenda that are the subject of new proposals for decisions filed in accordance with Article 7:130 of the Companies and Associations Code, the representative may depart from the instructions given by his/her mandator at the General Meeting should the mandator's interests risk being jeopardised by the execution of these instructions. The representative has to inform his/her mandator about this. The proxy must indicate whether the representative is authorised to vote on newly added agenda topics or whether he/she must abstain from voting.

Right to ask questions (Art. 7:139 of the Companies and Associations Code)

Prior to the 16 May 2022 General Meeting, shareholders may submit written questions by sending them in to the Bank by 10 May 2022 at the latest, either by e-mail to administration@nbb.be or by post to the National Bank of Belgium, Secretariat, boulevard de Berlaimont 14, 1000 Brussels.

Written questions submitted on time will be answered at the General Meeting of 16 May 2022:

• if the question relates to the items on the agenda of the General Meeting of Shareholders;
• insofar as the disclosure of information of facts is not detrimental to the Bank's interests or the confidentiality obligations entered into by the Bank or its Directors;
• if the shareholder asking the question is registered as a shareholder on the date of 2 May 2022.

A question asked orally during the General Meeting will be answered under the same conditions.