Ekopak NV — Proxy Solicitation & Information Statement 2022

Apr 8, 2022

EKOPAK

GENOTEERDE NAAMLOZE VENNOOTSCHAP Careelstraat 13 - 8700 TIELT BTW BE 0461.377.728 - RPR GENT, Afdeling BRUGGE ("de Vennootschap")

PROXY

ANNUAL GENERAL SHAREHOLDERS' MEETING TUESDAY 10 MAY 2022 AT 6 P.M.

ADMISSION REQUIREMENTS:

• In order to be valid, your completed and signed proxy should reach the Company by Wednesday, 4 May 2022.
• For dematerialised shares, a bank certificate confirming the number of shares you hold on Tuesday 26 April 2022 (midnight, Belgian time) (registration date) should also be attached.
• Please send us this completed and signed form accompanied by the bank certificate if applicable - by e-mail (legal@ekopak.be).
• Proxy forms that reach us too late or that do not comply with the required formalities will be refused.
• Apart from the exceptions provided for by law, you can only appoint one (1) proxy holder.
• You do not necessarily have to indicate the name of a proxy holder. If you do not appoint a proxy holder, the Company will nominate one of its members to represent you. Typically, this will be someone belonging to the management or the bureau of the meeting, and therefore someone who potentially falls under the conflict of interest regulation of article 7:143, §4 BCAC, a.o. because they are a member of the board of directors or a staff member. This is also the case for the preferred proxy holder indicated in the invitation. In such a case, you must therefore provide specific voting instructions for each proposed resolutions, failing which the proxy holder deemed to have a conflict of interest will not be able to participate in the vote in your behalf.

I, the undersigned:

First name + Last name: ……………………………………………………………………………………………………………….
Address: ……………………………………………………………………………………………………………………………………

If the Shareholder is a Company:

Company name + legal form: …………………………………………………………………………………………….……
Company n°:……………………………………………………………………….…………………………………………….……
Registered office: …………………………………………………………………………………………………………………….….

Validly represented here in accordance with its articles of association by:

• First name + Last name: …………………………………………………..………………………………………………………… capacity:…………...……………………………………..………………………..………………………………………………………… - First name + Last name: …………………………………………………..………………………………………………………… capacity:…………...……………………………………..………………………..………………………………………………………… Hereinafter "the principal". Owner/ usufructuary (cross what doesn't fit) of ………………………………………………………………SHARES (please make a choice: registered shares / dematerialised shares)

………………………………………………………………WARRANTS

of the public limited liability company EKOPAK with registered office at 8700 TIELT, Careelstraat 13

Hereby declares to appoint as proxy holder (hereafter "the proxy"), with the possibility of substitution:

..........................................................................................................................................................

To whom the principal grants all powers in order to represent him/her at the Annual General Meeting of the Company, which will be held on Tuesday 10 May 2022 at 6 p.m. at the location indicated in the invitation.

This proxy form also serves as confirmation of participation.

The undersigned confirms that he/she wishes to participate in the aforementioned General Meeting with all his/her shares or .......................................... shares. (specific number to be filled in if the undersigned wishes to participate with less than the total number of shares)

This proxy form applies to the total number of shares for which the undersigned wishes to participate, however limited to the number of shares of which the shareholding will be determined on the registration date in accordance with the admission conditions (see above).

The proxy holder will vote on behalf of the principal in accordance with the specified voting instructions.

In the absence of specific voting instructions in relation to an or certain items on the agenda or if, for any reason, the voting instructions given are unclear or if a vote should be taken on decisions to be taken by the General Meeting at the Meeting in compliance with the BCAC, the proxy shall vote in favour of the resolution proposed by the Board of Directors.

Please indicate in the agenda below your specific voting instructions for each resolution proposed by the Board of Directors by colouring or ticking the box of your choice.

• 1. Presentation of the Annual Report of the Board of Directors and of the Report of the Statutory Auditor on the annual and consolidated accounts as at 31 December 2021. Proposed resolution: N/A - no vote
• 1. Presentation of the consolidated financial statements as at 31 December 2021. Proposed resolution: N/A - no vote
• 1. Approval of the annual accounts of the Company as at 31 December 2021.

Proposed resolution: the General Meeting approves the annual accounts relating to the financial year ending on 31 December 2021, including the following allocation of the result: loss of EUR 3,400,596 to be carried forward to the next financial year.

□ For □ Against □ Abstention

1. Approval of the annual accounts as at 31 December 2021 of the company WATER-AS-A-SERVICE NV (KBO: 0750.767.429) acquired by means of a transaction assimilated to a merger.

Proposal for resolution: the General Meeting approves the annual accounts for the financial year ending on 31 December 2021 of the company Water-as-a-Service NV (KBO: 0750.767.429) acquired by means of a transaction assimilated to a merger, including the following appropriation of the result: profit to be carried forward EUR 7,575.

□ Abstention

1. Approval of the annual accounts as at 31 December 2021 of the company ISERV BV (KBO: 0897.223.769) acquired by a transaction assimilated to a merger.

Proposal for resolution: the General Meeting approves the annual accounts relating to the financial year ending on 31 December 2021 of the company ISERV BV (KBO: 0897.223.769), acquired by means of a transaction assimilated to a merger, including the following appropriation of the result: loss to be carried forward EUR 46,149.05.

□ For □ Against □ Abstention

6. Approval of the Remuneration Report.

Proposal for resolution: the General Meeting approves the Remuneration Report included in the Annual Report on the financial year ending 31 December 2021.

□ Abstention

7. Approval of the Remuneration Policy.

Proposed resolution: the General Meeting approves the Remuneration Policy as published on the website https://ekopaksustainablewater.com/app/uploads/2022/04/ Remuneratiebeleid_Ekopak_NL.pdf, including the abolition of directors' fees for executive directors as of Q2 2022.

□ For □ Against □ Abstention

1. Discharge of the Directors.

Proposed resolution: the General Meeting discharges the Statutory Auditor for the performance of his duties during the past financial year.

Pieter BOURGEOIS (CRESCEMUS BV)	□ For □ Against	□ Abstention
Pieter LOOSE (PILOVAN BV)	□ For □ Against	□ Abstention
Els DE KEUKELAERE (EDK Management BV)	□ For □ Against	□ Abstention
Tim DE MAET	□ For □ Against	□ Abstention
Ben JANSEN (BJVS BV)	□ For □ Against	□ Abstention
Kristina LOGUINOVA	□ For □ Against	□ Abstention
Regine SLAGMULDER (Regine Slagmulder BV)	□ For □ Against	□ Abstention

9. Discharge of the Statutory Auditor.

Proposed resolution: the General Meeting discharges the Statutory Auditor for the performance of his duties during the past financial year.

□ For □ Against □ Abstention

1. Varia

By virtue of this proxy form, the proxy may also represent the principal at all subsequent Meetings that would be held due to a postponement of the aforementioned General Meeting with the same agenda.

In case of amendments to the agenda of the General Meeting and/or addition of new/alternative resolutions in accordance with article 7:130 BCAC, the Company shall publish a revised agenda and amended proxy form no later than 25 April 2022.

Proxies received prior to this publication date shall remain valid for the topics for which they were granted subject to applicable law and further clarifications in the proxy form.

In the event of amendments to a proposed resolution or a new proposed resolution:

• o The proxy must vote in favour of the amended or new resolution;
• o The proxy holder must vote against the amended or new resolution;
• o The proxy must abstain from voting on the amended or new resolution.

If no choice is indicated, the proxy holder shall abstain from voting on the amended or new resolution.

If applicable, the shareholder wishing to give his/her instruction on the new items on the agenda and/or on the new proposed resolutions may also complete and sign the amended proxy form that the Company will make available on her website and email it to the Company (legal@ekopak.be).

Signed at ......................................................... on ............./.............../2022.

(If the shareholder is a legal entity, this form must be signed by one or more persons who can validly represent the legal entity. Please also expressly state the name and capacity of the signatory or signatories).

……………………………………………………………………………………………………………… (in own name) ……………………………………………………………………. (signature) Or (in case the Shareholders is a legal entity) …………………………………………………………………..…….for …………………..……………………………………….. in its capacity of ………………………….……………………………………………..……………………………………….. ……………………………………………………………………. (signature)