Ekopak NV — Proxy Solicitation & Information Statement 2023

Apr 7, 2023

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EKOPAK

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

PROXY FORM

ANNUAL GENERAL SHAREHOLDERS' MEETING TUESDAY 9 MAY 2023 AT 6 P.M.

Unofficial English translation.

This informal English translation is provided for informational purposes only. The legally binding text is the Dutch language proxy form. Voting instructions should be given by means of the Dutch language proxy form and only this form will be considered as valid.

ADMISSION REQUIREMENTS:

• In order to be valid, your completed and signed proxy should reach the Company by Wednesday, 3 May 2023.
• For dematerialised shares, a bank certificate confirming the number of shares you hold on Tuesday 25 April 2023 (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: ……………………………………………………………………………………………………………………………………

Unofficial English Translation – This informal English translation is provided for informational purposes only. The legally binding text is the Dutch language proxy form. Voting instructions should be given by means of the Dutch language proxy form and only this form will be considered as valid.

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 9 May 2023 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. Acknowledgement of the consolidated annual accounts as at 31 December 2022, as well as of the Board of Directors' Annual Report and the Statutory Auditor's Report on the statutory financial statements and consolidated annual accounts as at 31 December 2022

Proposed resolution: N/A - no vote

2. Approval of the statutory financial statements as at 31 December 2022

Proposed resolution: The General Meeting resolves to approve the Company's statutory financial statements for the financial year that ended on 31 December 2022, including the following appropriation of the result: loss of 2,628,326 EUR to be carried forward to the next financial year.

□ For □ Against □ Abstention

3. Remuneration report

Proposed resolution: approval of the remuneration report as included in the Board of Directors' annual report on the financial year that ended on 31 December 2022.

□ For □ Against □ Abstention

4. Resignation and appointments of Directors

4.1 Confirmation of the appointment of TREFI BV (private limited company), permanently represented by Mr. Kurt TRENSON, in his capacity of non-executive director and chairman of the Remuneration and Nomination Committee.

Proposed resolution: the General Meeting takes note of the co-optation by the Board of Directors of TREFI BV, permanently represented by Mr. Kurt TRENSON, in his capacity of non-executive director and chairman of the Remuneration and Nomination Committee, following the premature voluntary resignation of BVJS BV, permanently represented by Mr. Ben JANSEN, and hereby confirms this appointment.

TREFI BV, permanently represented by Mr. Kurt TRENSON, will complete its predecessor's term of mandate (the mandate will end immediately after the ordinary general meeting of 2025).

Furthermore, the meeting, and each shareholder separately, decides and acknowledges that TREFI BV, permanently represented by Mr.Kurt TRENSON, is deemed to have been

Unofficial English Translation – This informal English translation is provided for informational purposes only. The legally binding text is the Dutch language proxy form. Voting instructions should be given by means of the Dutch language proxy form and only this form will be considered as valid.

appointed on recommendation of Alychlo NV pursuant to article 14 of the articles of association.

Mr. Kurt TRENSON has a Master's degree in Applied Economics and an MBA in International management. After graduating, he held various senior positions with KBC Bank for 22 years. In April 2022 he was appointed CFO at Alychlo NV.

□ For □ Against □ Abstention

4.2 Appointment of MARFA CONSULT BV, permanently represented by Ms. Valerie DEJAEGHERE, as independent director

Proposed resolution: the General Meeting appoints MARFA CONSULT BV, permanently represented by Ms. Valerie DEJAEGHERE, as (independent) director of the Company for a period of four years (the mandate will end immediately after the ordinary general meeting of 2027).

According to the information made available to the Company, Ms. Valerie DEJAEGHERE meets the specific criteria of independence as defined by the Belgian Corporate Governance Code 2020 and the general independence criterion of article 7:87 of the (Belgian) Companies and Associations Code.

Ms. Valerie DEJAEGHERE earned a Master's degree in Applied Economics at the Catholic University of Louvain and completed executive programmes in Strategic Excellence and Sustainability Management at Columbia Business School and Vlerick Business School respectively. She has many years of experience at ExxonMobil in various national and international management positions in Europe and the United States. In 2022 she joined Qpinch, a company of which she has been the CEO since January 2023.

□ For □ Against □ Abstention

4.3 Remuneration

In conformity with the Company's current remuneration policy, non-executive directors (excluding the chairman of the Board of Directors) are entitled to a fixed annual remuneration of 15,000 EUR, regardless of the number of meetings.

Proposed resolution: N/A - no vote

5. 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

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Unofficial English Translation – This informal English translation is provided for informational purposes only. The legally binding text is the Dutch language proxy form. Voting instructions should be given by means of the Dutch language proxy form and only this form will be considered as valid.

Regine SLAGMULDER (Regine Slagmulder BV) □ For □ Against □ Abstention Kurt TRENSON (TREFI BV) □ For □ Against □ Abstention

6. Statutory auditor

6.1 Approval of the statutory auditor's remuneration 2022

Proposed resolution: Approval of the increase in the remuneration of the Company's auditor for the financial year 2022 (including, but due to the size of the Company's activity, higher than the increase foreseen based on the evolution of the consumer price index) to EUR 83,775 (excluding VAT and expenses) for the audit of the Company's statutory and consolidated financial statements.

□ For □ Against □ Abstention

6.2 Reappointment of the statutory auditor

Proposed resolution: The General Meeting (re)appoints PwC Bedrijfsrevisoren BV, with registered office at 1831 Diegem, Culliganlaan 5, as Statutory Auditor for a term of three years. This company has appointed Peter Opsomer BV, with registered office at 9680 Maarkedal, Rattepoelstraat 7, represented by Mr. Peter Opsomer, corporate auditor, as representative authorized to represent it and who is charged with carrying out the mandate in the name of and on behalf of the BV. The mandate expires after the general meeting of shareholders which must approve the annual accounts per December 31, 2025. The remuneration for this mandate amounts to EUR 105,000 per year (plus VAT, expenses and IBR contribution) subject to annual adjustments in function of the evolution of the consumer price index or as agreed between the parties.

□ Abstention

6.3 Discharge to the Statutory Auditor

language proxy form and only this form will be considered as valid.

Proposed resolution: the General Meeting resolves to grant discharge to the Statutory Auditor for carrying out its mandate during financial year 2022.

□ For □ Against □ Abstention

7. Delegations of powers for the implementation of the resolutions decided upon

Proposed resolution: The General Meeting grants to the Board members, each of them acting individually and with the possibility of substitution, all the powers for the execution of the decisions taken by the Ordinary General Meeting as well as all the powers to publish these decisions. In addition, the General Meeting specifically grants power of attorney to Mtr. Anastasia KARPENKO (attorney at law at the law firm LIEVENS & LIEVENS BV), to perform all acts that may be necessary or useful for the accomplishment of the formalities (including but not limited to the preparation and signing of documents and forms) with a view to (i) the filing of (an extract of) this document at the clerk's office of the competent corporate court, (ii) its publication in the Annexes to the Belgian Official Gazette and (iii) its registration or adaptation in the Crossroads Bank for Enterprises.

□ For	□ Against	□ Abstention
	Unofficial English Translation – This informal English translation is provided for informational purposes only. The
	legally binding text is the Dutch language proxy form. Voting instructions should be given by means of the Dutch

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8. 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 24 April 2023.

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 ............./.............../2023.

(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)

Unofficial English Translation – This informal English translation is provided for informational purposes only. The legally binding text is the Dutch language proxy form. Voting instructions should be given by means of the Dutch language proxy form and only this form will be considered as valid.

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