Ekopak NV — Proxy Solicitation & Information Statement 2024

Apr 11, 2024

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EKOPAK

LISTED LIMITED LIABILITY COMPANY Careelstraat 13 - 8700 TIELT VAT BE 0461.377.728 - RPR GENT, Bruges Division ("the company")

CONVOCATION TO THE EXTRAORDINARY GENERAL MEETING TUESDAY, MAY 14, 2024 AT 7 P.M.

The Board of Directors invites the shareholders to participate in the extraordinary general meeting to be held on Tuesday 14 May 2024 at 7 p.m. at 9030 Ghent, Industrieweg 202, Vinoscoop/Southstore.

COMMUNICATION:

The Board of Directors wishes to point out that it is possible for all shareholders to cast their vote remotely before the meeting by means of a voting form, or by means of a proxy with voting instructions for the attention of Ms. Els DE KEUKELAERE (CFO). Shareholders can also exercise their right to ask questions in writing. The procedures for doing so are described further down in this convocation.

There is an attendance quorum for the extraordinary general meeting: the present and represented shareholders must represent at least half of the capital of the company. If this quorum is not reached, a second extraordinary general meeting will be convened to take place on Friday 31 May 2024 at 19:00, which will be able to validly decide regardless of the capital represented.

Today, the total number of shares and voting rights of the company is 14,824,642 shares.

AGENDA FOR THE EXTRAORDINARY GENERAL MEETING WITH PROPOSED RESOLUTIONS

1. Special report of the Board of Directors drawn up in accordance with Articles 7:199 j. 7:202 of the BCCA on the renewal of the authorization within the framework of the authorized capital

Submission, acknowledgment and discussion of the special report of the Board of Directors drawn up in accordance with articles 7:199 j. 7:202 of the Code of Companies and Associations regarding the proposal to renew the powers granted to the Board of Directors under the authorized capital, as set out below in item 2 of the agenda of the extraordinary general meeting, and sets out the particular circumstances in which the board of directors will be able to exercise its powers under the authorized capital, as well as the purposes pursued.

1. Renewal of the authorization to increase capital within the framework of the authorized capital

Proposed resolution: the meeting resolves to renew the authorization to the Board of Directors to increase the capital in one or more instalments, for a period of five years from

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the date of publication of this authorization in the Annexes to the Belgian Official Gazette, with a total amount of up to six million six hundred and seventy-one thousand eighty-eight euros and ninety euro cents (EUR 6,671,088.90), and this in accordance with the terms and conditions as set out in the special report of the Board of Directors drawn up in accordance with article 7:199 of the Code of Companies and Associations, as stated in agenda item 1 of this extraordinary general meeting; and

Consequently, the meeting resolves to amend Article 6 "Authorized capital" of the company's articles of association as follows:

• Throughout the article, "the publication" is replaced by "the date of publication";
• "six million four hundred and fifty-eight thousand one hundred and forty-two euro sixty-cent cents (EUR 6,458,142.60)" is replaced by "six million six hundred and seventy-one thousand eighty-eight euros and ninety euro cents (EUR 6,671,088.90)";
• in the second paragraph of the Rule, "17 March 2021" is replaced by "14 May 2024" (to be replaced by "31 May 2024" if the attendance quorum at the meeting of 14 May 2024 would not have been reached);
• Addition of the following transitional provision at the bottom of Article 6 of the Articles of Association:

"Transitional provision: the authorisation granted to the Board of Directors by resolution of the extraordinary general meeting of 17 March 2021 shall remain in force until the date of the publication in the Annexes to the Belgian Official Gazette of the renewal of the authorisation decided by the extraordinary general meeting of 14 May 2024" (the last date, if applicable, to be replaced by "31 May 2024" in the event that the attendance quorum at the meeting of 14 May 2024 would not be achieved).

3. Renewal of the authorization to increase the capital of the authorized capital in the event of a public takeover bid for the company's securities

Proposed resolution: the meeting resolves to renew the authorization to the board of directors to use, for a period of three years from the date of this meeting, the authorized capital in the manner specified in the previous draft resolution, in the event of a public takeover bid for the company's securities within the limits of the law.

Consequently, the meeting decides to replace "17 March 2021" with "14 May 2024" in the last paragraph of Article 6 of the company's articles of association (to be replaced by "31 May 2024" if necessary in the event that the attendance quorum at the meeting of 14 May 2024 would not have been reached).

4. Renewal of the authorisation to the board of directors to acquire and pledge the company's own shares, profit participation certificates or depositary receipts – Authorisation to dispose of

Proposed resolution: the meeting resolves to renew the authorizations to buy-back, pledge and dispose of the company's own shares, profit participation certificates and depositary receipts as granted by the extraordinary general meeting of 17 March 2021 for a period of five years.

Consequently, the meeting resolves to amend Article 10 "Acquisition and pledge of the company's own shares, profit participation certificates or depositary receipts" and Article

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11 "Disposal of the company's own shares, profit participation certificates or depositary receipts" of the company's articles of association as follows:

• Throughout Articles 10 and 11, "the publication" is replaced by "the date of publication";
• In Article 10, 2., first paragraph, "17 March 2021" is replaced by "14 May 2024" (to be replaced by "31 May 2024" if the attendance quorum at the meeting of 14 May 2024 would not have been reached).
• in Article 10, 'Euronext VadeMecum 2020' is replaced by 'Euronext VadeMecum 2023';
• Addition of the following transitional provision at the bottom of Article 10 of the Statutes:

"Transitional provision: the authorisations granted to the Board of Directors by resolution of the extraordinary general meeting of 17 March 2021 shall remain in force until the date of publication in the Annexes to the Belgian Official Gazette of the renewal of the authorisation decided by the extraordinary general meeting of 14 May 2024" (the last date to be replaced by "31 May 2024" if the attendance quorum at the meeting of 14 May 2024 is not achieved).

1. Renewal of the authorization to the board of directors to acquire and pledge the company's own shares, profit participation certificates or depositary receipts when such acquisition or pledging is necessary to prevent an imminent serious harm to the company.

Proposed resolution: the meeting resolves to renew the authorisation to acquire, pledge and dispose of the company's own shares, profit participation certificates and depositary receipts when this acquisition or pledging is necessary to prevent an imminent serious harm to the company, as granted by the extraordinary general meeting of 17 March 2021, for a period of three years.

Consequently, the meeting decides to replace "17 March 2021" with "14 May 2024" in Article 10, 2., paragraph 2 (to be replaced by "31 May 2024" if the attendance quorum at the meeting of 14 May 2024 would not have been reached).

1. Renewal of authorization to the board of directors to dispose of the company's own shares, profit participation certificates or depositary receipts in order to prevent an imminent serious disadvantage to the company.

Proposed resolution: the meeting resolves to renew the authorization to dispose of the company's own shares, profit participation certificates and depositary receipts in order to prevent imminent serious harm as granted by the extraordinary general meeting of 17 March 2021 for a period of three years.

Consequently, the meeting resolves to amend Article 11 "Disposal of the company's own shares, profit participation certificates or depositary receipts" of the company's articles of association as follows:

• in Article 11(2), paragraph 2, "17 March 2021" is replaced by "14 May 2024" (to be replaced by "31 May 2024" if the attendance quorum at the meeting of 14 May 2024 is not met);
• Addition of the following transitional provision at the bottom of Article 11 of the Articles of Association:

"Transitional provision: the authorisation granted to the Board of Directors by resolution of the extraordinary general meeting of 17 March 2021 shall remain in force until the date of the publication in the Annexes to the Belgian Official Gazette of the renewal of the authorisation decided by the extraordinary general meeting of 14 May 2024" (the last date, if applicable, to be replaced by "31 May 2024" in the

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event that the attendance quorum at the meeting of 14 May 2024 would not be achieved).

7. Adjustments in accordance with the Act of 27 June 2021 containing various financial provisions

Proposed resolution: The meeting decides to replace the word "settlement institution" with "central securities depository" in Article 26.

8. Delegations of powers for the implementation of the decisions taken and the drafting of a coordinated text of the statutes

Proposed resolution: The extraordinary general meeting decides to grant the following authorizations:

• 1. to each director of the company, acting alone and with the power to substitute, for the execution of the decisions taken;
• 1. to the notary in order to draw up, sign and deposit the coordinated text of the company's articles of association with the registry of the competent business court, in accordance with the relevant legal provisions;
• 1. to each director of the company, to Anastasia Karpenko (lawyer at law firm LLK BV), all individually competent, as well as to their employees, appointees and agents, with the possibility of substitution, in order to carry out the formalities at an enterprise counter for registering/updating the data in the Crossroads Bank for Enterprises, and, if applicable, at the Value Added Tax Administration.

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ADMISSION

All shareholders will be given the opportunity to cast their vote remotely before the meeting, or by proxy with voting instructions with regard to preferably Mrs. Els DE KEUKELAERE (CFO).

Participation in the EGM by ballot paper, proxy or physical is possible for the number of shares that you hold on the Record Date (30 April 2024 at 24 hours, Belgian time) and for which you have expressed your intention to exercise your voting rights – at the latest on 8 May 2024 – and this regardless of the number of shares you hold on the day of the Meeting.

What conditions do you have to meet in order to be able to participate in the General Meeting and to be able to vote?

Only persons who are shareholders on 30 April 2024 at 24 hours Belgian time ("record date") will have the right to participate in and vote at the General Meeting.

Are you a holder of registered shares?

Then you must be registered in the company's share register on 30 April 2024 (at 24 hours Belgian time) for at least the number of shares with which you wish to participate in the General Meeting.

By 8 May 2024 at the latest (at 24 hours Brussels time), you must confirm your participation to us by email (legal@ekopak.be) stating the number of shares with which you wish to participate. All you need to do is send us your completed and signed proxy or ballot letter as confirmation of participation.

Are you a holder of dematerialised shares?

Then the shares with which you wish to participate in the General Meeting must be booked in your securities account on 30 April 2024 (at 24 hours, Belgian time).

Ask your financial institution (bank, approved account holder or settlement institution) to:

• (a) provide a certificate stating the number of shares you held of the company on 30 April 2024 (at 24 hours Belgian time) and with which you wish to participate; and
• (b) to send this certificate to the company by 8 May 2024 at the latest via the email address legal@ekopak.be.

By 8 May 2024 at the latest (at 24 hours Belgian time), you must confirm your participation in writing by e-mail (legal@ekopak.be) stating the number of shares with which you wish to participate. You can ask your financial institution to notify us of the confirmation of your participation at the same time as the registration formalities. As a confirmation of participation, it is sufficient to send us your completed and signed proxy or voting letter (together with the above-mentioned certificate).

Would you like to be represented at the General Meeting?

If you meet the above-mentioned conditions to participate in the General Meeting and to vote, you may be represented at the General Meeting by one proxy holder, see above. You can use the power of attorney form on our website (https://ekopakwater.com/investor-relations/corporategovernance/annual-shareholder-meeting/). You can also request this form from us at any time. This form also serves as a confirmation of participation. You must provide us with your completed and signed Power of Attorney by email (legal@ekopak.be) by May 8, 2024 at the latest.

We would like to remind you that any appointment of a proxy holder must be made in accordance with Belgian law, in particular with regard to conflicts of interest and the keeping of a register of voting instructions. Since the proposed proxy holder potentially falls under the conflict of interest rule of Article 7:143, §4 of the BCCA, you must also indicate specific voting instructions for each of the proposed resolutions.

Would you like to vote by letter prior to the General Meeting?

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If you meet the above-mentioned conditions to participate in the General Meeting and to vote, you can vote by letter prior to the General Meeting. You have to use the voting form on our website (https://ekopakwater.com/investor-relations/corporate-governance/annual-shareholder-meeting/).

You can also request this form from us at any time. This form also serves as a confirmation of participation. You must send us your completed and signed ballot paper by e-mail (legal@ekopak.be) by 8 May 2024 at the latest.

We would like to remind you that in order to validly cast your vote remotely, you must clearly state the voting method or abstention in your voting letter.

What conditions do you have to meet in order to put an item on the agenda?

If you, alone or together with other shareholders, own at least 3% of the company's capital, you can have items placed on the agenda and submit proposals for resolutions relating to the items included on the agenda or to be included in it. You must own this minimum share percentage, alone or together with other shareholders, both on the date of your request and on 30 April 2024 (at 24 hours Brussels time). This can be demonstrated by the submission of a certificate of registration of the shares in question in the share register, or by a certificate drawn up by a financial institution showing that the relevant number of dematerialised shares has been registered in the account in the name of the relevant shareholder(s).

You must send us your requests in writing by e-mail (legal@ekopak.be). As appropriate, attach the text of the items to be discussed and the corresponding proposals for decisions, or the text of the proposals for decisions to be placed on the agenda. We must receive your requests by April 22, 2024 . Don't forget to include an email address so that we can confirm receipt of your request.

If necessary, we will publish a completed agenda, proxy and voting form no later than 29 April 2024 (on our website, in the Belgian Official Gazette and in the financial press).

The powers of attorney that we would have already received prior to the publication of the supplemented agenda remain valid, but your proxy holder may deviate from any instructions you may give for the new proposals for resolutions submitted to existing agenda items during the meeting if the implementation of your instructions could harm your interests. Your power of attorney holder must inform you of this. Your proxy must state whether your proxy holder may vote on the new agenda items, or whether he/she must abstain on those new agenda items.

The voting forms that we would have already received prior to the publication of the supplemented agenda will remain valid for the existing agenda items. If a new proposal for a decision has been tabled for an existing item on the agenda, the remote vote on that item shall be disregarded.

Would you like to ask a question ?

You can submit written questions to the Directors and the Statutory Auditor regarding their report or the items on the agenda. If you meet the above-mentioned conditions to participate in the General Meeting and to vote, your questions will be answered insofar as the disclosure of information or facts is not of such a nature that it may cause damage to the company or is in breach of the confidentiality obligations entered into by the company, its Directors or Statutory Auditor.

We must receive your written questions by email by 8 May 2024 at the latest.

The written questions and answers will then be posted on the company's website by 29 May 2024 at the latest, as an appendix to the minutes of the General Meeting.

Where can you find all the information about this General Assembly?

All relevant information relating to this General Meeting is available on our website https://ekopakwater.com/investor-relations/corporate-governance/annual-shareholder-meeting/.

How can you contact us ?

For sending forms, written requests or practical questions, please contact us by e-mail: legal@ekopak.be.

The Board of Directors of Ekopak thanks you in advance for your cooperation – 11 April 2024