Banque nationale de Belgique

Proxy Solicitation & Information Statement • Apr 14, 2023

PROXY FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE NATIONAL BANK OF BELGIUM ON 15 MAY 2023

The undersigned:

Natural person
Surname and first name:
Address:
owner of share(s) in the National Bank of Belgium, hereby give power of attorney to:
Surname and first name:
Address:
Legal person:
Name and legal form:
Registered office:
Company number:
Lawful representative:
Mr/Mrs position: and
Mr/Mrs position:
owner of share(s) in the National Bank of Belgium, hereby give power of attorney to:
Mr/Mrs position:

to

• represent the mandator at the Ordinary General Meeting of Shareholders of the National Bank of Belgium, to be held on Monday 15 May 2023 at 14.00 hrs,
• to take part in all deliberations in accordance with the agenda,
• cast all votes which the representative considers appropriate,
• in the event of a conflict of interests as mentioned below, to vote in accordance with the specific voting instructions indicated below, and
• for that purpose to sign any documents, elect domicile, make substitutions and generally do everything necessary or appropriate.

Pursuant to Article 7:143, §4 of the Companies and Associations Code, in the event of any potential conflict of interests between a shareholder and his appointed representative, the representative is not authorised to exercise the voting right on behalf of the shareholder unless he has specific voting instructions for each item on the agenda. Without that, proxies will not be valid.

Conflicts of interest exist in particular if the representative:

1° is the Bank, is a shareholder who controls the Bank or is another entity controlled by such a shareholder;

2° is a member of the Bank's Board of Directors, or a member of the management bodies of a shareholder who controls the Bank or a controlled entity referred to in 1°;

3° is an employee or external auditor of the Bank or of the Bank's controlling shareholder or of a controlled entity referred to in 1°;

4° is related to a natural person referred to in 1° to 3° or is the spouse or legal partner of such a person, or of a relation of such a person.

Proxies returned to the Bank without indicating a representative will be deemed to be addressed to the chairman of the Board of Directors and consequently fall within the scope of potential conflicts of interest. They will not be valid unless voting instructions are indicated for each item on the agenda.

AGENDA FOR THE GENERAL MEETING

• 1. Introductory statement by the Governor
• 1. Report on operations during the financial year ending 31 December 2022
• 1. Statutory elections
• Proposals for decisions: election of Mr Danny Van Assche, Mrs Claire Tillekaerts, Mrs Griet Smaers, Mr Eric Mathay, Mrs Géraldine Van der Stichele and Mr Marc Bourgeois as regents

(tick the appropriate box if you are in the situation of a potential conflict of interests - see box above)

Election of Mr Danny Van Assche

For Mr Danny Van Assche

• For Mr Johan Bortier
• Against
• Abstention

Election of Mrs Claire Tillekaerts

• For Mrs Claire Tillekaerts
• For Mrs Caroline Deiteren
• Against
• Abstention

Election of Mrs Griet Smaers

• For Mrs Griet Smaers
• For Mr Frederiek Vermeulen
• Against
• Abstention

Election of Mr Eric Mathay

• For Mr Eric Mathay
• For Mr Pierre Brassinne
• Against
• Abstention

Election of Mrs Géraldine Van der Stichele

• For Mrs Géraldine Van der Stichele
• For Mrs Valentine Delwart
• Against
• Abstention
• Election of Mr Marc Bourgeois
• For Mr Marc Bourgeois
• For Mr Amaury Caprasse
• Against
• Abstention
• 1. Appointment of a company auditor:

Proposed decision, based on a proposal by the audit committee: appointment of KPMG Résviseurs d'entreprises/Bedrijfsrevisoren SRL/BV, represented by Mr Olivier Macq, with annual indexed remuneration of € 189,000 for the statutory audit.

(tick the appropriate box if you are in the situation of a potential conflict of interests - see box above)

• For
• Against
• Abstention

In the case of extra items added to the agenda and proposals for decisions relating to them in accordance with Article 7:130 of the Companies and Associations Code or Article 65 of the Statutes of the National Bank after notification of this proxy, the representative:

(tick the appropriate box)

• is authorised to vote on the new items entered on the agenda
• must abstain

Done at	(date)

THE SHAREHOLDER

(Signature)