D'Ieteren Group — Proxy Solicitation & Information Statement 2026

Apr 28, 2026

1805

D'leterenGroup

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS

D'leteren Group SA
Registered office: 50 Rue du Mail, 1050 Bruxelles
Business number: 0405.448.140 – 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 14 May 2026, at midnight (Belgian time), of ... registered/dematerialised¹ shares of the Company, held with ... (name of the financial institution), and with which he/she/it hereby declares to participate in the General Meetings,

hereby grants special powers to (only one person can be appointed) with powers to 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 28 May 2026, at 5 pm, at the Company's registered office, in order to present the agendas herewith attached and to vote on his/her/its behalf as indicated hereafter:

¹ Delete where applicable

D'leteren Group SA/NV Rue du Mail 50 Maliestraat Bruxelles 1050 Brussel Belgique - België
TVA/BTW BE 0403.448.140 RPM/RPR Bruxelles/Brussel

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1805

D'leterenGroup

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS

ORDINARY GENERAL MEETING(*)

| Point 1
[This item does not require a vote] | Point 2
(Approval annual financial statements)
☐ vote in favour
☐ vote against
☐ abstain | Point 3
(Remuneration report)
☐ vote in favour
☐ vote against
☐ abstain | Point 4
(Remuneration policy)
☐ vote in favour
☐ vote against
☐ abstain |
| --- | --- | --- | --- |
| Point 5
(Remuneration Vice-Chairman)
☐ vote in favour
☐ vote against
☐ abstain | Point 6
(Discharge Directors)
☐ vote in favour
☐ vote against
☐ abstain | Point 6
(Discharge Statutory Auditor)
☐ vote in favour
☐ vote against
☐ abstain | Point 7
(Renewal Diligencia Consult)
☐ vote in favour
☐ vote against
☐ abstain |
| Point 8
(Renewal Statutory Auditor)
☐ vote in favour
☐ vote against
☐ abstain | Point 9
(Proxy formalities)
☐ vote in favour
☐ vote against
☐ abstain | | |

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

EXTRAORDINARY GENERAL MEETING(*)

| Point 1
(Authorizations Board) | Point 2
(Coordination articles of association) | Point 3
(Proxy formalities) | |
| --- | --- | --- | --- |
| ☐ vote in favour
☐ vote against
☐ abstain | ☐ vote in favour
☐ vote against
☐ abstain | ☐ vote in favour
☐ vote against
☐ 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 this 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 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 22 May 2026 at 4 pm (Belgian time) at the latest.

D'leteren Group SA/NV Rue du Mail 50 Maliestraat Bruxelles 1050 Brussel Belgique - België

TVA/BTW BE 0403.448.140 RPM/RPR Bruxelles/Brussel

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D'leterenGroup
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS

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 its wish to participate in the General Meetings.

If, according to article 7:150 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 15 May 2026 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 22 May 2026 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 7:150 of the Code of Companies and Associations, after the date on which the shareholder or its 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 ……………………………… 2026.

Family name:

First name:

Signature:

Enclosed: Agendas of the Ordinary and Extraordinary General Meetings of 28 May 2026

D'leteren Group SA/NV Rue du Mail 50 Maliestraat Bruxelles 1050 Brussel Belgique - België
TVA/BTW BE 0403.448.140 RPM/RPR Bruxelles/Brussel