Deceuninck NV

Pre-Annual General Meeting Information • Apr 11, 2014

A Public Limited Company making or having made a public appeal on savings at 8800 Roeselare, 374 Brugsesteenweg VAT BE 0405.548.486 - Register of Legal Entities Kortrijk: 0405.548.486 www.deceuninck.com

The shareholders and holders of subscription rights are invited by the Board of Directors to attend the Ordinary General Meeting to be held at 8830 Hooglede-Gits, 164 Bruggesteenweg, on Tuesday 13 May 2014 at 11 a.m., with the following agenda and proposals for resolution:

AGENDA

• 1. Communication of the annual report of the Board of Directors including the Corporate Governance Statement and the Auditor's report on financial year ended 31 December 2013.
• 1. Communication of the consolidated annual accounts and consolidated report of financial year 2013.
• 1. Discussion and approval of the annual accounts closed on 31 December 2013, profit or loss appropriation.

Proposal for resolution: The General Meeting approves the annual accounts with regard to financial year ended 31 December 2013 as well as the appropriation of profit and sets the gross dividend per fully paid share at 0.02 euro (0.015 euro net).

• 1. Discussion and approval of the remuneration report. Proposal for resolution: The General Meeting approves the remuneration report with regard to financial year ended 31 December 2013.
• 1. Discharge to the members of the Board of Directors and the Auditor. Proposal for resolution: The General Meeting grants discharge, by separate vote, to the members of the Board of Directors and to the Auditor for exercising their mandate during the financial year ended 31 December 2013.
• 1. Reappointment Auditor Proposal for resolution: On the recommendation of the Audit Committee, the General Meeting decides to reappoint Ernst & Young Bedrijfsrevisoren BCVBA, represented by Jan De Luyck and Marnix Van Dooren for a period of 3 years, i.e. until the closure of the 2017 Ordinary General Meeting. The annual remuneration amounts to 215,000 euro.
• 1. Reappointment Directors Proposal for resolution: On the recommendation of the Board of Directors, the General Meeting appoints Marcel Klepfisch SARL, with fixed representative Mr Marcel Klepfisch as independent Director of the Company in the sense of article 526ter of the Code on Companies for a period of 4 years, i.e. until the closure of the 2018 Ordinary General Meeting.

On the recommendation of the Board of Directors, the General Meeting appoints Mr François Gillet as Director of the Company for a period of 4 years, i.e. until the closure of the 2018 Ordinary General Meeting.

1. Approval annual remuneration Directors Proposal for resolution: the General Meeting fixes the total annual maximum remuneration of Non- Executive Directors at 289,500 euro.

ATTENDANCE FORMALITIES

In order to exercise their rights at this General Meeting the shareholders and holders of subscription rights must observe the following provisions:

Registration Procedure

Only persons that are shareholder on the Registration Date, i.e. on Tuesday 29 April 2014 at midnight (Belgian time – GMT +1), are authorized to participate to and cast a vote at the General Meeting.

For the holders of registered shares

Holders of registered shares must be registered on the Registration Date in the register of registered shares of Deceuninck NV for the number of shares they intend to attend the General Meeting with.

For the holders of dematerialised shares

The holders of dematerialised shares must inform Bank Degroof for how many shares they intend to be registered for on the Registration Date and with which they intend to attend the General Meeting, at the latest on Tuesday 29 April 2014 before closing time.

Bank Degroof will provide Deceuninck with a certificate stating the number of dematerialised shares respectively registered in the name of the shareholder in the accounts of Bank Degroof, of an approved account holder or clearing institution on the Registration Date, with which the shareholder has declared to attend the General Meeting.

Notification

In addition to the above registration, the shareholders and holders of subscription rights whose securities are registered on the Registration Date must notify the Company on 7 May 2014 at the latest that they intend to attend the General Meeting (Deceuninck NV - Attn. Legal Department - 164 Bruggesteenweg – 8830 Hooglede or by e-mail: generalmeeting@deceuninck.com). The holders of dematerialised shares may, if they wish, request Bank Degroof to notify the confirmation of their attendance together with the confirmation of their registration.

Only persons who are shareholders or holders of subscription rights on the Registration Date have the right to attend the General Meeting and vote, provided that holders of subscription rights only have an advisory vote at the General Meeting.

Proxies

Each shareholder that has the right to vote can participate in the General Meeting in his own name or can be represented by a proxy holder, subject to compliance with the Articles of Association. Shareholders who wish to be represented at the General Meeting must complete and deliver the proxy form (available at the registered office of the Company, at Bank Degroof or on http://www.deceuninck.com/en/shareholder-meetings.aspx) to the Company (Deceuninck NV - Attn. Legal Department – 164 Bruggesteenweg – 8830 Hooglede or by e-mail: generalmeeting@deceuninck.com) on 7 May 2014 at the latest.

Each appointment of a proxy holder is to take place in conformity with the applicable Belgian legislation, i.e. concerning conflicts of interest and the keeping of a register.

Right to add agenda items and to submit proposals for resolution

One or more shareholders who together possess at least 3% of the capital of the Company may, not later than on 21 April 2014 request to have items listed on the agenda of the General Meeting and submit proposals for resolution regarding items listed or to be listed on the agenda.

Shareholders who exercise this right are to fulfil the following two conditions:

• They have to be able to demonstrate that they possess above-mentioned percentage at the date of request; and
• they have to be able to demonstrate that they are still shareholders representing at least 3% of the capital of the Company.

(whether by means of a registration certificate of the shares in the register of registered shares of Deceuninck NV, or by means of a certificate drawn up by Bank Degroof showing that the number of dematerialised shares concerned has been registered in account in their names. Questions or proposals for resolution may be sent in writing (Deceuninck NV - Attn. Legal Department - 164 Bruggesteenweg – 8830 Hooglede or by e-mail: generalmeeting@deceuninck.com).

The Company will confirm the receipt of requests per e-mail or per letter within a timeframe of 48 hours. Should the case arise, the Company will publish a completed agenda on 28 April 2014 at the latest.

Nevertheless, proxies that the Company was provided with before the disclosure of an additional agenda remain valid for the agenda items that are to be discussed and for which the proxies apply. Exceptionally, during the General Meeting, the proxy holder can deviate from the possible instructions of the shareholder regarding the agenda items that are to be discussed and for which new proposals for resolution were presented, in case the obedience of these instructions could harm the shareholder's interests. The proxy holder is to notify the shareholder thereof. The proxy form is to state whether the proxy holder is authorised to vote on the new agenda items that are to be discussed, or whether he is to abstain.

Right to ask questions

Shareholders who comply with the formalities to be admitted to the General Meeting can both orally (during the meeting) and in writing (before the meeting) ask questions to the Directors and/or the Auditor.

Written questions can be asked as from the publication of the convening notice and must be delivered to the Company (Deceuninck NV – Attn. Legal Department – 164 Bruggesteenweg – 8830 Hooglede or by e-mail: generalmeeting@deceuninck.com) on 7 May 2014 at the latest. Only written questions asked by shareholders who comply with the formalities that must be fulfilled in order to be admitted to the meeting, and who thus have proved to have the status of shareholder on the Registration Date, will be answered during the meeting.

Availability of documents

All documents relating to this General Meeting and to be made available in accordance with the law, can be consulted on the website of Deceuninck (www.deceuninck.com).

During office hours, the shareholders and holders of subscription rights may obtain a copy of these documents free of charge at the principal place of business (164 Bruggesteenweg, 8830 Hooglede).

Each deadline mentioned in this convening notice means the final date on which the concerned notification must be received by the Company.

The Board of Directors