Deceuninck NV

Proxy Solicitation & Information Statement • Oct 25, 2024

"Deceuninck" A Public Limited Company Listed company in the sense of article 1:11 of the CCA Established in the Flemish Region Having its registered office at Bruggesteenweg 360, 8830 Hooglede-Gits Register of Legal Entities Ghent, division Kortrijk, VAT BE 0405.548.486

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PROXY EXTRAORDINARY GENERAL MEETING OF DECEUNINCK NV (the "Company") dated Thursday 28 November 2024 at 8.30 a.m.

The undersigned (the "Principal"):

NAME AND GIVEN NAME………………………………………………………………………………………….
ADDRESS	………………………………………………………………………………………….
Or
COMPANY NAME	………………………………………………………………………………………….
LEGAL FORM	………………………………………………………………………………………….
REGISTERED SEAT	………………………………………………………………………………………….
COMPANY NUMBER	………………………………………………………………………………………….
REPRESENTED BY	………………………………………………………………………………………….
Owner of ………………………………………………………………………………………….
(number) shares of the Public Limited Company DECEUNINCK NV, making or having made a public appeal on savings, with registered seat at Bruggesteenweg 360, 8830 Hooglede-Gits, and with company number (Register of Legal Entities Ghent, division Kortrijk) 0405.548.486,

appoints as his/her special proxy (the "Proxy holder"),

		Name, given names: ………………………………………………………………………………………….
		Address: ………………………………………………………………………………………….

I. to whom the Principal grants all powers in order to:

	be held on Thursday 28 November 2024 at 8.30 a.m. at 8830 Hooglede-Gits, Bruggesteenweg 360;
(b)	participate in all deliberations concerning the agenda below, and
(c)	to vote on the proposed resolutions as set out in the following agenda and in accordance with the voting instructions given below.
The undersigned instructs the Proxyholder to vote as follows on the items on the agenda below (tick as appropriate):
1. Appointment of an additional director
	For ☐	Against ☐	Abstain ☐
2. Renewal of the authorisation regarding the authorised capital - Amendment of the Articles of Association
	For ☐	Against ☐	Abstain ☐
3. Renewal of the authorisation regarding acquisition and alienation of own securities - Amendment of the Articles of Association
	For ☐	Against ☐	Abstain ☐
4. Appointment auditor for assurance of consolidated sustainability information - Change of permanent representative auditor
1) Appointment auditor for assurance of consolidated sustainability information
	For ☐	Against ☐	Abstain ☐
2) Change of permanent representative auditor
	This agenda item does not require a vote by the general meeting
5. Approval of change of control provisions in accordance with Article 7:151 of the Companies Code
	For ☐	Against ☐	Abstain ☐
6. Coordination of the articles of association - Publication formalities
	For ☐	Against ☐	Abstain ☐

(a) represent him/her at the Extraordinary General Meeting of shareholders of Deceuninck NV to

7. Power of attorney

For ☐ Against ☐ Abstain ☐

In the absence of instructions from the Principal with respect to the exercise of the voting rights or if, for whatever reason, the voting instructions given by the Principal are unclear, the Proxy holder is deemed to abstain from voting on the relevant agenda item.

This proxy also valid for subsequent meetings convened with the same agenda, and specifically the second extraordinary general meeting to be held on 18 December 2024 if the required attendance quorum was not achieved at the first extraordinary general meeting held on 28 November 2024..

II. The Principal also grants all powers to the Proxy holder (i) to sign all deeds, minutes and attendance lists, (ii) to make all declarations, including a declaration of renunciation of terms and formalities of convening, as provided for in Articles 7:128 and 7:132 of the Companies and Associations Code, (v) to generally do everything that is necessary or useful, even without being stated explicitly.

Signed on …………………………., at ……………………………………………………………..

………………………………………………………………………

Name + signature

(Signature must be preceded by the handwritten words "Good for proxy").

IMPORTANT NOTICES

I. In order to be valid, this proxy form, together with any proxy or any other authorization under which this form is signed, must be deposited at Deceuninck NV (Attn. Legal Department, Bruggesteenweg 360, 8830 Hooglede or via e-mail: generalmeeting@deceuninck.com) on Tuesday 29 November 2022 at the latest. Shareholders who wish to be represented must conform to the admission formalities of prior registration and notification as described in the convening notice published by Deceuninck. For the calculation of the instructions with regard to quorum and majority, only the proxies that were filed by shareholders who meet the formalities determined in Article 7:134, §2 of the Companies and Associations Code, which are to be met in order to be authorised to attend the meeting, are taken into account.

Shareholders of a company the shares of which are allowed to be traded on a market as determined in Article 1:11 of the Companies and Associations Code, are only allowed to appoint one single person as proxy holder for a determined General Meeting.

II. Without prejudice to Article 7:145, paragraph two of the Companies and Associations Code, the proxy holder can cast his vote in conformity with the possible instructions received by the shareholder. The proxy holder is to keep a register of the voting instructions for at least a year, and is to confirm at the shareholder's request that he abided by the voting instructions.

The proxy forms transmitted to the Company before the publishing of a completed agenda, as may be the case, remain valid for the initial items listed on the agenda for which they are valid.

Contrary hereto, the proxy holder may deviate during the General Meeting from the possible voting instructions given by the shareholder, if any, for items listed on the agenda for which new proposals for resolution have been entered, in the event that executing the voting instructions could harm the shareholder's interests. The proxy holder must inform the principal thereof.

III. It is pointed out to the shareholders that in the event the shareholder appoints any of the hereafter mentioned categories of proxy holders, the provisions of article 7:143, §4 of the Companies and Associations Code will be applicable : (i) the company itself, an entity controlled by the company, a shareholder who controls the company or any other entity that is controlled by such shareholder; (ii) a member of the Board of Directors, of a management body of the company, of a shareholder who controls the company or any other controlled entity referred to under (i); (iii) an employee or a company auditor of the company or of the shareholder who controls the company or of any other controlled entity referred to under (i); (iv) a person who has a parental bond with a natural person mentioned under (i) to (iii) or who is the spouse of or is legally cohabiting with such person or with a relative of such person.

Article 7:143, §4 of the Companies and Associations Code determines that in any such case the proxy holder - is to give notice of the exact facts that are of importance for the shareholder to judge whether or not the danger exists that the proxy holder pursues any interest other than the interests of the shareholder;

• can only vote on behalf of the shareholder under the condition that he has received specific voting instructions for every item on the agenda.

Proxy forms provided to the Company without designation of a proxy holder will be considered addressed to Deceuninck's General Counsel, creating a potential conflict of interest.

IV. In order to be admitted to the meeting, the proxy holder must prove his / her identity