D'Ieteren Group

Proxy Solicitation & Information Statement • Apr 25, 2023

D'Ieteren Group SA

Registered office: 50 Rue du Mail, 1050 Bruxelles Business number: 0403448140– RPM Bruxelles (the "Company")

PROXY VOTING

The undersigned
First name …………………………………………………………………………………………………………………………………
Family name ……………………………………………………………………………………………………….…………….…………
Address ……………………………………………………………………………………………………………………………………… or
Corporate name…………………………………………………………………………………………………………………….……
Legal form…………………………………………………………………………………………………………………….………….
Registered office ……………………………………………………………….……………………………………………………
hereby represented by …………………….…………………………………………………………………………….…………… (family name, first name, title of the proxy holder) whom declares and certifies to the Company to have the necessary power of attorney to sign this form on behalf of the undersigned

owner on the record date of Thursday 11 May 2023, at midnight (Belgian time), of………………….………… registered/dematerialised1 shares of the Company, held with …………………………………………………… (name of the financial institution), and with which he/she hereby declares to participate in the General Meetings,

hereby grants special powersto (only one person can be appointed)with powersto sub-delegate :

Name : ………………………………………………………………………………………………………………………………………… Address: …………………………………………………………………………………………………………………………………….

in order to be represented at the Ordinary and Extraordinary General Meetings of the Company that will take place on Thursday 25 May 2023, at 3 pm, at the Company's registered office, in order to presentthe agenda herewith attached and to vote on his/her/its behalf asindicated hereafter:

¹ Delete where applicable

Point 1 [This item does not require a vote]	Point 2 vote in favour vote against abstain	Point 3 vote in favour vote against abstain	Point 4 (directors) vote in favour vote against abstain
Point 4	Point 5	Point 5	Point 5
(statutory auditor)	Allegra Patrizi	(LSIM SA)	(Diligencia Consult
vote in favour vote against abstain	Unipersonnelle) vote in favour vote against abstain	vote in favour vote against abstain	SRL) vote in favour vote against abstain
Point 5	Point 5	Point 5	Point 5
(M. Sioen)	(O. Périer)	(HECHO SRL)	(statutory auditor)
vote in favour	vote in favour	vote in favour	vote in favour
vote against	vote against	vote against	vote against
abstain	abstain	abstain	abstain

ORDINARY GENERAL MEETING(*)

(*) Please indicate your vote by ticking the appropriate box

EXTRAORDINARY GENERAL MEETING(*)

Point 1 – a)	Point 1 – b)	Point 2 – a)	Point 2 – b)
vote in favour	vote in favour	vote in favour	vote in favour
vote against	vote against	vote against	vote against
abstain	abstain	abstain	abstain
Point 2 – c)	Point 3	Point 4	Point 5
vote in favour	vote in favour	vote in favour	vote in favour
vote against	vote against	vote against	vote against
abstain	abstain	abstain	abstain

(*) Please indicate your vote by ticking the appropriate box

In the absence of clear voting instructions with respect to the proposed resolutions, the proxy holder shall be deemed to vote in favour of these resolutions.

In addition, the proxy holder has the right to sign any deed, minutes, attendance list and in general, do what is necessary for these General Meetings and any subsequent General Meeting with the same agenda further to a postponement or adjournment.

The present proxy, duly completed and signed by the shareholder or his/her/its representative, must be sent to Euroclear Belgium, Issuer Services, either by regular mail, 1 Bd du Roi Albert II, 1210 Brussels (Belgium) or by email, at the following email address ebe.issuer@euroclear.com on Friday 19 May 2023, at 4 pm (Belgian time) at the latest. Please note that Thursday 18 May 2023 is a public holiday in Belgium and shareholders are therefore advised to ensure that the relevant documents (if sent by post) reach Euroclear Belgium by Wednesday 17 May 2023 at the latest.

In addition, the owners of dematerialised shares must send to Euroclear Belgium, at the same addresses mentioned above and within the same timeframe, a confirmation by their certified account holder or clearing institution, attesting the above mentioned number of dematerialised shares held in their books on behalf of the shareholder at the registration date for which the shareholder has expressed his/her/its wish to participate in the General Meetings.

If, according to article 7:130 of the Code of Companies and Associations, new items and/or proposed resolutions are added to the agenda after the date of this proxy and a revised agenda is published on 10 May 2023 at the latest, the Company shall provide shareholders with a new proxy form supplemented by any new item and/or resolution, enabling the shareholders to give the proxy holder specific voting instructions on those items. In the absence of new voting instructions duly sent to Euroclear Belgium to the above-mentioned addresses before 19 May 2023, at 4 pm, the proxy holder shall abstain from voting on these new items and/or proposed resolutions.

This proxy is irrevocable. It remains valid (a) for subsequent General Meetings which would be convened with the same agenda and (b) for the unchanged items on the current agenda, if a revised agenda is published, according to Article 7:130 of the Code of Companies and Associations, after the date on which the shareholder or his proxy holder has sent the present form to the above-mentioned address.

The representatives of legal entities will have to provide documents proving their representation powers or special mandates to Euroclear Belgium, at the addresses mentioned above and within the same timeframe as required for the proxy.

The Company reserves the right to refuse proxies which are not filled in properly or which are not complete.

The information requested constitutes "personal data" concerning the shareholders and will be processed by the Company, acting as data controller. The Company will process the personal data in compliance with its 'Information regarding personal data and how it is processed' available on its website (www.dieterengroup.com).

Made in ……………..………………, on …………………………..………. 2023.

Familyname: First name:

Signature

Enclosed: Agenda of the Ordinary and Extraordinary General Meetings of 25 May 2023.