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")

PROXY FORM

ANNUAL GENERAL MEETING OF SHAREHOLDERS TUESDAY, MAY 14, 2024 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 proxy form will be considered as valid.

ADMISSION:

• To be valid, your completed and signed proxy form must be in the possession of the Company by Wednesday 8 May 2024 at the latest.
• For dematerialised shares, a bank certificate confirming your number of shares on Tuesday 30 April 2024 24h Belgian time ("record date") must also be added.
• Please send us this completed and signed form if applicable accompanied by the bank certificate – by e-mail (legal@ekopak.be).
• Proxy forms that reach us late or do not comply with the required formalities will be refused.
• Subject to the exceptions provided for by law, you may only appoint one (1) authorised representative.
• You do not necessarily need to include the name of an authorized representative. If you do not appoint an authorised representative, the Company will appoint one of the attendees to represent you. Typically, this will be someone who belongs to the management or the bureau of the meeting, and therefore someone who potentially falls under the conflict of interest rule of Article 7:143, §4 of the Belgian Code of Companies and Associations ("BCCA"), among other things because they are a member of the board of directors or staff member. This is also the case for the preferred proxy holder indicated in the invitation. In such a case, you will therefore be required to give specific voting instructions for each proposed resolution, failing which the proxy holder deemed to have a conflict of interest will not be able to participate in the vote on your behalf.

Undersigned:
If a natural person:
First Name + Name:

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.

Address:..............................................................................................................................................

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If Company:
Company name + legal form:
Company number:
Seat:
Validly represented here in accordance with its statutes by: - Surname and first name: capacity:
- Surname and first name:
capacity:
Hereinafter referred to as "the principal"
Owner/usufructuary (delete what does not fit) of
SHARES (select: registered shares / dematerialised shares)
WARRANTS
of the listed public limited liability company EKOPAK, whose registered office is located 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 to represent him/her at the Annual General Meeting of the Company, which will be held on Tuesday 14 May 2024 at 6 p.m. on location as indicated in the invitation.

This power of attorney also serves as a 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 applies to the total number of shares for which the undersigned wishes to participate, however limited to the number of shares for which the shareholding will be determined on the record date in accordance with the admission conditions (see above).

The proxy holder shall vote on behalf of the principal in accordance with the indicated voting instructions.

In the absence of specific voting instructions with regard to the or certain items on the agenda or if, for whatever reason, the voting instructions granted would be unclear or if there would

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be a need to vote on decisions to be taken by the General Meeting during the Meeting subject to compliance with the BCCA, the proxy holder will vote in favour of the resolution proposed by the Board of Directors.

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

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

Proposed resolution: N/A – no voting item

2.						Approval of the company financial statements as at 31 December 2023
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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.

□ For	□ Against	□ Abstention
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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.

□ For	□ Against	□ Abstention
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4. Resignations and appointments of directors

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 Chairman 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.

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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. □ For □ Against □ Abstention 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. Proposed resolution: N/A – no voting item 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. 1. Pieter BOURGEOIS (CRESCEMUS BV) □ For □ Against □ Abstention 2. Pieter LOOSE (PILOVAN BV) □ For □ Against □ Abstention 3. Els DE KEUKELAERE (EDK MANAGEMENT BV) □ For □ Against □ Abstention 4. Tim DE MAET □ For □ Against □ Abstention 5. Kristina LOGUINOVA □ For □ Against □ Abstention 6. Regine SLAGMULDER (Regine Slagmulder BV) □ For □ Against □ Abstention 7. Kurt TRENSON (TREFI BV) □ For □ Against □ Abstention 8. Valerie DEJAEGHERE (MARFA CONSULT BV) □ For □ Against □ Abstention 9. Nathalie VAN DEN HAUTE (QUILAUDEM BV) □ For □ Against □ Abstention 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. Proposed resolution: N/A – no voting item 6.2 Approval of the remuneration of the Statutory Auditor 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.

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

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.

□ For □ Against □ AbstenƟon

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6.3 Approval of statutory auditor's remuneration 2024

	statements.	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
	□ For	□ Against	□ AbstenƟon
	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.
	□ For	□ Against	□ Abstention
7.	Delegations of powers for the implementation of decisions taken Proposed resolution: the General Meeting grants to the members of the Executive Board, each of them acting alone and with the right to substitute, all powers for the execution of the resolutions taken by the Ordinary 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.
	□ For	□ Against	□ Abstention

8. Varia

The proxy holder may also represent the principal pursuant to this proxy at all subsequent meetings that would be held with the same agenda due to the postponement of the aforementioned General Meeting.

In the event of changes to the agenda of the General Meeting and/or addition of new/alternative proposals for resolutions in accordance with Article 7:130 of the BCCA, the Company will publish a supplemented agenda and amended proxy form by 29 April 2024 at the latest.

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

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In the event of amendments to a proposed resolution or a new resolution: □ the proxy holder must vote in favour of the amended or new resolution; □ the proxy holder must vote against the amended or new resolution; □ the proxy holder must abstain from the amended or new resolution.
If no choice is indicated, the proxy holder will abstain from the amended or new resolutions. If necessary, the shareholder who wishes to report his instruction on the new items on the agenda and/or on the new proposed resolutions, can also complete the amended proxy form that the Company will make available, and return it signed to the company by email to legal@ekopak.be.
Signed at on//2024.
(If the shareholder is a legal entity, this proxy form must be signed by one or more persons who can validly represent it. Please also explicitly state the name and capacity of the signatory(s).)
(in their own name)
(signature)
Or (in the case of a legal entity)
on behalf of
in the capacity of