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")

VOTING FORM FOR VOTING BY LETTER PRIOR TO THE MEETING

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 voting letter. Voting instructions should be given by means of the Dutch language voting form and only that voting form will be considered as valid.

ADMISSION:

• To be valid, your completed and signed voting 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).
• Voting forms that reach us too late or do not comply with the required formalities will be refused.
• In order to cast a valid vote by letter, you must clearly state your voting choice or abstention.

Undersigned:

If a natural person:
First Name + Name:
Address:
If Company:
Company name + legal form:
Company number:
Address of the registered office:
Validly represented here in accordance with its articles of association by:
- Surname and first name:
capacity:

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- Surname and first name: capacity:
Owner/usufructuary (strike-out what does not fit) of
		SHARES (select: registered shares / dematerialised shares)
	WARRANTS
	of the listed public limited company EKOPAK, whose registered office is located at Careelstraat 13, 8700 TIELT, votes as follows at the ordinary general meeting of EKOPAK NV, which will be held on Tuesday 14 May 2024 at 6 p.m. on location as indicated in the invitation.
		This voting form also serves as an acknowledgement 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 its shares)
This voting letter applies to the total number of shares for which the undersigned wishes to participate, but limited to the number of shares for which the shareholding will be determined on the record date in accordance with the conditions of admission (see above).
I, the undersigned, vote as follows for each of the proposed resolutions on the agenda: (please colour or tick the appropriate box)
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 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
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 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.

□ 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

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		□ For □ Against □ Abstention □ For □ Against □ Abstention
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.
□ For	□ Against	□ Abstention
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.
□ For	□ Against	□ Abstention
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.
		8. Valerie DEJAEGHERE (MARFA CONSULT BV) 9. Nathalie VAN DEN HAUTE (QUILAUDEM BV)

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8. Varia

This voting letter also applies to all subsequent meetings that would be held with the same agenda due to a possible postponement of the aforementioned General Meeting.

This voting letter will be held unwritten in its entirety if the shareholder has not indicated his/her choice regarding one or more items on the agenda of the general meeting above.

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 Belgian Code of Companies and Associations ("BCCA"), the Company will publish a supplemented agenda and amended voting form by 29 April 2024 at the latest.

Voting letters received prior to this publication date will remain valid for the subjects to which they relate. The BCCA provides for the following derogation: if a new proposal for a decision has been submitted for an existing agenda item, the remote vote on this agenda item will not be taken into account.

The shareholder who, if applicable, wishes to vote on the new items on the agenda and/or on the new proposed resolutions, must complete the amended voting form that the Company will make available on the company website and return it signed by email to legal@ekopak.be.

Signed at on//2024.
(If the shareholder is a legal entity, this 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 case of a company)
on behalf of
in the capacity of
(signature)