EXMAR NV — Proxy Solicitation & Information Statement 2019

May 27, 2019

NOTICE OF SPECIAL SHAREHOLDERS' MEETING 28 JUNE 2019

(free translation)

EXMAR NV De Gerlachekaai 20 2000 Antwerpen VAT BE 0860.409.202

The Board of Directors invites the shareholders to attend the Special Shareholders' Meeting that will take place on Friday, 28 June 2019, at 3.00 p.m. at Schaliënstraat 5 – Delphis Building, 5th Floor, Antwerp.

AGENDA

APPROVAL IN ACCORDANCE WITH ARTICLE 556 OF THE CODE OF COMPANIES

In accordance with article 556 of the Company Code, solely the General Meeting of Shareholders is competent to approve change of control clauses.

Proposed resolution: the Special Meeting of Shareholders approves the following clause of the Bond Agreement :

Clause 10.2 of the Bond Terms to be entered in between EXMAR Netherlands BV, as issuer of the bonds, the Company as parent and guarantor of the issuer, and Nordic Trustee AS as Bond Trustee for the bondholders; in essence this clause gives the right to the bondholders to require that the issuer redeems its bonds at a price of 101% of par plus accrued interest of par value (a) in the event a person or group of persons, other than Saverex NV or one of its affiliates, acquires either the majority of the voting rights in the Company or the right to appoint or dismiss a majority of the members of the board of directors of the Company, or (b) in the event of a de-listing of the Company's shares from the stock exchange;