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 ANNUAL GENERAL MEETING TUESDAY, MAY 14, 2024 AT 6 P.M.

The Board of Directors invites the shareholders to participate in the Ordinary General Meeting to be held on Tuesday 14 May 2024 at 6 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 to the attention of preferably 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.

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

AGENDA FOR THE ANNUAL GENERAL MEETING WITH PROPOSED RESOLUTIONS

• 1. Acknowledgment of the consolidated financial statements as at 31 December 2023, as well as the integrated annual report of the Board of Directors and the report of the Statutory Auditor with respect to the company and consolidated financial statements as at 31 December 2023
• 1. Approval of the company financial statements as at 31 December 2023

Proposed resolution: the General Meeting resolves to approve the Company's statutory financial statements for the financial year ended 31 December 2023, including the following appropriation of the result: a loss of EUR 5,773,109 to be carried forward to the next financial year.

3. Remuneration report

Proposed resolution: approval of the remuneration report as included in the integrated annual report of the Board of Directors for the financial year ended 31 December 2023.

4. Resignations and appointments of directors

The curriculum vitae of the nominee Director is available on the Company's website (https://ekopakwater.com/investor-relations/corporate-governance/annual-shareholdermeeting/).

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4.1 Confirmation of appointment of QUILAUDEM BV, permanently represented by Mrs. Nathalie Van Den Haute as non-executive Director and chair of the Remuneration and Nomination Committee

Proposed resolution: the General Meeting takes note of the co-optation by the Board of Directors of QUILAUDEM BV, permanently represented by Mrs. Nathalie Van Den Haute, as non-executive Director and chair of the Remuneration and Nomination Committee as of 1 February 2024 following the early voluntary resignation of TREFI BV, permanently represented by Mr. Kurt TRENSON, and confirms this appointment.

QUILAUDEM BV, permanently represented by Mrs. Nathalie Van Den Haute, will serve out the term of office of its predecessor (mandate expires immediately after the ordinary general meeting of the year 2025).

The meeting, and each shareholder individually, further decides and acknowledges that QUILAUDEM BV, permanently represented by Mrs. Nathalie Van Den Haute, is deemed to have been appointed on the recommendation of Alychlo NV in application of article 14 of the articles of association.

Mrs. Nathalie Van Den Haute graduated as a Commercial Engineer (VUB, Solvay Business School). After obtaining her Master's degree in Financial Management at Vlerick Business School in 2005, she joined the corporate finance department of KBC Securities. During her 17 years at KBC Securities, Nathalie was involved in various Equity Capital Market (ECM), M&A and financial advisory projects. From 2019 onwards, Nathalie was Head of ECM and responsible for the ECM activity within the corporate finance team. Nathalie worked on mandates in various sectors. She also represented KBC Securities on the Board of Directors of Flanders.bio from 2016 until the end of 2022.

4.2 Remuneration

In accordance 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 EUR 15,000 regardless of the number of meetings.

5. Discharge of the Directors

Proposed resolution: the General Meeting resolves to grant discharge to the Directors in respect of the exercise of their mandate during the financial year 2023.

6. Statutory Auditor

6.1 Change of permanent representative of the Statutory Auditor

The general meeting takes note of the change in the representative of the Statutory Auditor, the company PwC Bedrijfsrevisoren BV, who as of 1 July 2023 will be represented by Mrs. Griet HELSEN in the exercise of its mandate as Statutory Auditor replacing Mr. Peter OPSOMER.

6.2 Approval of Statutory Auditor's remuneration 2023

Proposed resolution: Approval of the increase in the remuneration of the Statutory Auditor of the Company for the financial year 2023 due to additional audit activities mainly as a result of the acquisition of GWE to EUR 152,000 (excl. VAT, expenses and IBR contribution) for the audit of the Company's statutory and consolidated financial statements.

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6.3 Approval of Statutory Auditor's remuneration 2024

Proposed resolution: Approval of the increase in the remuneration of the Statutory Auditor of the Company for the financial year 2024 to EUR 126,315 (excl. VAT, expenses and IBR contribution) for the audit of the Company's statutory and consolidated financial statements.

6.4 Discharge to the Statutory Auditor

Proposed resolution: the General Meeting resolves to grant discharge to the Statutory Auditor in respect of the exercise of his mandate during the financial year 2023.

7. Delegations of powers for the implementation of decisions taken

Proposed resolution: the General Meeting grants to the members of the Board of Directors, each of whom acting alone and with the right to substitute, all powers for the execution of the resolutions taken by the General Meeting as well as all powers to publish these decisions. In addition, the General Meeting grants in particular a power of attorney to Mtr. Anastasia KARPENKO (attorney at law firm LLK BV), to perform all actions that may be necessary or useful for the completion 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 registry of the competent business court, (ii) its publication in the Annexes to the Belgian Official Gazette and (iii) the registration or updating of the data in the Crossroads Bank for Enterprises.

8. Varia

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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 to the attention of preferably Ms. Els DE KEUKELAERE (CFO).

Participation in the AGM by voting form, 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 by 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 voting form as confirmation of participation.

Are you the 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/corporate-governance/annualshareholder-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 .

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.

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

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, therefor 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 voting form 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 on the voting form.

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 capital of the Company, you can have items placed on the agenda and submit proposals for resolutions with regard 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 22 April 2024 . Don't forget to include an email address so that we can confirm receipt of your requests.

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 conditions set out above 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