D'Ieteren Group

AGM Information • May 27, 2021

CONVENING NOTICE

The shareholders are invited to the Ordinary and Extraordinary General Meetings") of D'leteren SA/NV (the "Company") which will be held on Thursday 27 May, at 3:00 p.m. at the registered office of the company, rue du Mail 50, 1050 Brussels (Belgium).

In view of the ongoing Covid-19 pandemic, and the measures imposed by the Belgian government limiting gatherings, the Company will have to limit the number of persons who can be physically present at the Meetings. In this context, the Board of Directors strongly recommends that shareholders not to attends the Meetings physically. It invites all shareholders to use the means available to participate in the Meetings in writing and remotely, i.e. by voting in advance by means of proxy or postal voting forms, and by asking questions in writing before the Meetings will be broadcast on the internet in video format (webcast).

The Company will continue to monitor the situation closely and will only allow any physical access to shareholders to the extent that would be permitted by the authorities at the moment of the Meetings and taking the health and safety considerations that will apply at that moment into account.

ORDINARY GENERAL MEETING Agenda

• 1. Annual Report of the Board of Directors and Report of the Statutory Auditor on the annual accounts and on the consolidated accounts for the financial year 2020. Communication of the consolidated accounts for the financial year 2020.
• 1. Approval of the annual financial statements as at 31 December 2020, including the profit distribution.

Proposal to approve the annual accounts as at 31 December 2020, including the profit distribution (proposal to distribute a gross dividend of EUR 1.35 per share and EUR 0.168750 per profit share).

• 1. Remuneration Report 2020. Proposal to approve the Remuneration Report included in the Corporate Governance Statement of the Annual Report 2020.
• 1. Approval of the remuneration policy. Proposal to approve the new remuneration policy.

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the data in the Crossroads Bank for Enterprises and, where applicable, with the Value Added Tax Administration.

I. Admission requirements

The right of shareholders to be admitted and to vote at the Meetings is subject to compliance with the following two conditions:

• 1) = the registration in the shareholder's name of the shares with which he wishes to participate in the vote, on the record date of Thursday, 13 May 2021 at midnight, resulting, as the case may be, from his registration:
  • in the Company's share register; or
  • in the books of an approved dematerialised securities account holder or a clearing institution.

No specific action is required from the shareholder for this purpose;

• 2) the notification by the shareholder, at the latest on Friday 21 May 2021, at 4:00 pm, of his intention to attend the General Meetings and the number of shares for which he intends to vote:
  • for registered shareholders: by e-mail to financial.communication@dieterengroup.com or by post to D'Ieteren SA, rue du Mail 50, 1050 Brussels (Belgium), for the attention of the Financial Communication Officer;
  • for holders of dematerialised shares: by notification to the authorised account holder or to the clearing organisation. The latter will draw up a certifying the number of dematerialised shares registered in the name of the shareholder in its accounts on the registration date for which the shareholder has declared his wish to participate in the Meetings, and will send it to:

Euroclear Belgium, Issuer Services,

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• by e-mail to ebe.issuer@euroclear.com

Only persons who are shareholders on the record date of Thursday 13 May 2021 at midnight and who have expressed their wish to attend the Meetings by Friday 21 May 2021 at 4 p.m. at the latest will be admitted to the General Meetings (and will only be allowed to participate in person to the extend the Covid-19 measures permit such in person participation).

The Company does not send out admission cards.

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VI. Broadcast of the Meetings

The Meetings will be broadcast in video format (webcast) on Thursday 27 May 2021 from 3 p.m. Shareholders are invited to consult the information on the Company's website (www.dieteren.com/shareholder-meetings) to understand how to access the broadcast of the Meetings.

Only shareholders who have complied with the formalities for admission to the Meetings and who have provided an email address will be able to access the webcast.

Shareholders will not be able to vote remotely or to ask questions during the webcast does not qualify as a virtual general meeting of shareholders within the meaning of article 7:137 of the Companies and Associations Code.

VII. Processing of personal data

The Company processes information about you as a shareholder, that constitutes personal data. The Company will process such data in accordance with the "Information on personal data and its processing", which is available on the Company's website (https://www.dieterengroup.com).

The Board of Directors