Campine nv — Proxy Solicitation & Information Statement 2025

Apr 18, 2025

Proxy1 for the ordinary general meeting of shareholders of Wednesday 28 May 2025

Undersigned (Full name of shareholder): ______________________

Full address of shareholder: ____________________________

________________________

Holder of _____________ dematerialized / nominative (*) shares of the limited liability company "Campine", whose registered office is established at Nijverheidsstraat 2, 2340 Beerse, VAT BE 0403.807.337 RLE Turnhout.

(* delete what is not appropriate)

Appoints as special proxy holder: Ms Karin Leysen/………………………………………………………………………………………………….. (in case you want to appoint another person, delete Karin Leysen and fill in new name)

Hereafter called the "Proxy holder".

To represent him / her at the ordinary general meeting of shareholders which shall be in Hotel Botanique Sanctuary, Leopoldstraat 26, 2000 Antwerp on Wednesday 28 May 2025, at 11:00 a.m. (CET).

1. Powers of the Proxy Holder

Pursuant to this proxy the Proxy Holder shall have the following powers in the name and for the account of the undersigned:

• To participate in any other meeting with the same agenda in case the first meeting cannot validly deliberate, is postponed or deferred;
• To participate in any deliberation and to vote in respect of the agenda items (as possibly amended during the meeting) and to vote as regards to any proposal, item, or question that may be submitted to the general meeting;
• To sign the attendance lists and minutes and possible annexes thereof and to execute other documents if deemed appropriate or useful;
• Entitled to vote on new items put on the agenda.

2. Agenda

• 1. Reading and discussion about the report of the board of directors, the annual accounts and consolidated annual accounts of the financial year closed on 31 December 2024.
• 1. Reading of and discussion about the auditor's report on the above-mentioned annual accounts.
• 1. Approval of the annual accounts of the financial year closed on 31 December 2024. Resolution proposal: The ordinary general meeting approves the annual accounts of the financial year closed on 31 December 2024.
• 1. Approval of the appropriation of the result of the financial year closed on 31 December 2024. Resolution proposal: The ordinary general meeting decides to appropriate the result of the financial year closed on 31 December 2024 as proposed by the board of directors. The ordinary general meeting decides to distribute a dividend of € 6.75mio (this means € 4.50 gross per share) against presentation of coupon no 16, with payment date: 13 June 2025 (ex-date: 11 June 2025 and record date: 12 June 2025).

¹ This proxy is not a proxy solicitation and cannot be used for the purposes of article 7:145 of the Company Code.

• 1. Approval of the remuneration policy of the company. Resolution proposal: The ordinary general meeting approves the remuneration policy as mentioned in the annual report 2024.
• 1. Approval of the remuneration report of the financial year closed on 31 December 2024. Resolution proposal: The ordinary general meeting approves the remuneration report of the financial year closed on 31 December 2024.
• 1. Discharge to the board members for the financial year closed on 31 December 2024. Resolution proposal: The ordinary general meeting grants discharge to the board members for the execution of their mandate during the financial year closed on 31 December 2024.
• 1. Discharge to the auditor for the financial year closed on 31 December 2024. Resolution proposal: The ordinary general meeting grants discharge to the auditor for the execution of his mandate during the financial year closed on 31 December 2024.
• 1. Statutory nominations:

9a. Appointment of FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans, as independent director for a period of 4 years. : The mandate of FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans as independent director ends. Proposal to appoint the mandate of FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans as independent director for a period of 4 years. The Board has determined that FLG SRL, represented by its permanent representative Ms Dina Brughmans, complies with all criteria required by the Companies and Associations Code and the Company Code and thus can be considered as an independent director.

Resolution proposal: The ordinary general meeting decides to appoint FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans, as independent director for a period of 4 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2029. The mandate is remunerated according to the articles of association, the remuneration policy and the remuneration report. For 2025, the director's remuneration amounts to € 48,000; participation in committees is remunerated at € 1,750/committee.

9b.Appointment of Mr F.-W. Hempel as director. The mandate of Mr F.-W. Hempel ends. Proposal to appoint Mr F.-W. Hempel as director for a period of 4 years.

Resolution proposal: The ordinary general meeting appoints Mr F.-W. Hempel, as director for a period of 4 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2029. The mandate is remunerated according to the articles of association, the remuneration policy and the remuneration report. For 2025, the director's remuneration amounts to € 48,000; participation in committees is remunerated at € 1,750/committee.

9c. Appointment of Mr Léonard Hempel as director. Proposal to appoint Mr Léonard Hempel as director for a period of 4 years.

Resolution proposal: The ordinary general meeting appoints Mr Léonard Hempel, as director for a period of 4 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2029. The mandate is remunerated according to the articles of association, the remuneration policy and the remuneration report. For 2025, the director's remuneration amounts to € 48,000; participation in committees is remunerated at € 1,750/committee.

3. Vote instructions: This proxy can be sent per ordinary mail or e-mail. If by e-mail a legible scan or photograph of the proxy is sufficient.

The Proxy Holder shall in the name and for the account of the undersigned vote as follows:

	Resolution proposal	Approve	Reject	Absten tion
3.	The ordinary general meeting approves the annual accounts of the financial year closed on 31 December 2024.
4.	The ordinary general meeting decides to appropriate the result of the financial year closed on 31 December 2024 as proposed by the board of directors. The ordinary general meeting decides to distribute a dividend of € 6.75 mio (this means € 4.5 gross per share) against presentation of coupon no 16x, with payment date: 13 June 2025 (ex-date: 11 June 2025 and record date: 12 June 2025).
5.	The ordinary general meeting approves the remuneration policy as mentioned in the annual report 2024
6.	The ordinary general meeting approves the remuneration report of the financial year closed on 31 December 2024.
7.	The ordinary general meeting grants discharge to the board members for the execution of their mandate during the financial year closed on 31 December 2024.
8.	The ordinary general meeting grants discharge to the auditor for the execution of his mandate during the financial year closed on 31/12/24.
	9a. The ordinary general meeting decides to appoint FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans, as independent director for a period of 4 years. The mandate ends automatically, unless renewed, after the annual meeting held in 2029. The mandate is remunerated according to the articles of association, the remuneration policy and the remuneration report. For 2025, the director's remuneration amounts to € 48,000; participation in committees is remunerated at € 1,750/committee.
	9b.The ordinary general meeting appoints Mr F.-W. Hempel, as director for a period of 4 years. The mandate ends automatically, unless renewed, after the annual meeting held in 2029. The mandate is remunerated according to the articles of association, the remuneration policy and the remuneration report. For 2025, the director's remuneration amounts to € 48,000; participation in committees is remunerated at € 1,750/committee.
	9c. The ordinary general meeting appoints Mr Léonard Hempel, as director for a period of 4 years. The mandate ends automatically, unless renewed, after the annual meeting held in 2029. The mandate is remunerated according to the articles of association, the remuneration policy and the remuneration report. For 2025, the director's remuneration amounts to € 48,000; participation in committees is remunerated at € 1,750/committee.
In absence of any voting instructions, the Proxy Holder shall approve – reject – abstain from voting as regards to the resolution proposals mentioned on the agenda (delete what is not applicable).

In case of a revised agenda, the Proxy Holder shall approve – reject – abstain from voting as regards to the new resolution proposals mentioned on the revised agenda (delete what is not applicable)

Important note: did you give vote instructions for each resolution proposal above?

Drawn up at ………………………….on…………………………..…2025

Signature of the shareholder: ……………………………………………

The signature should be preceded by the words "good for proxy" (in handwriting).

If the shareholder is not a physical person:

Name of the person who signs ……………………………………………………….

(Who declares to be authorized to sign this proxy in the name and on behalf of the shareholder mentioned on p.1):

Function: ……………………………………………………….

Legal Entity: ……………………………………………………….