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GeoJunxion N.V. Proxy Solicitation & Information Statement 2020

Nov 18, 2020

3846_iss_2020-11-17_e7b417f5-ed27-48a3-aeca-1591fec8dd97.pdf

Proxy Solicitation & Information Statement

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VOTING INSTRUCTIONS FORM / PROXY FORM

AND INTERNATIONAL PUBLISHERS N.V EXTRA-ORDINARY GENERAL MEETING OF SHAREHOLDERS (EGMS) 29 December 2020

Meeting to be held at 10:00 AM in Rotterdam via online webinar. The link to the webinar will be sent to your email address after registration. In view of the ongoing COVID-19 pandemic and our concern for the safety and health of all our stakeholders, we urge shareholders not to attend the meeting in person, but instead to opt for the online Webinar.

Shareholders attending the online webinar are requested to cast their votes ahead of the meeting using this voting instructions form.

The shareholder:

First name Last Name: _____________
Address _____________
Postal code ___
City: ______
Country _____________
Email Address _____________
Holder of _______ (number) ordinary shares in the equity of AND International Publishers N.V. (1)
Hereby grants his or her proxy vote to the below named Proxy holder (2):
First name Last Name: _____________
Address _____________
Postal code ___
City: ______
Country _____________
Email Address _____________

To represent the shareholder at the AND International Publishers N.V EGMS, ask questions and vote on his or her behalf on the agenda topics in accordance with the voting instructions included below:

________________________________________________________________________________________________________

(1) In case the shareholder wishes to be represented at the EGMS by means of this proxy, he/she needs to prove he/she holds the number of shares filled out on this form and be registered as shareholder in the (sub)registers for bearer shares which are kept on the Record Date and has to register for the meeting by Tuesday 22 December, 2020, at 17.30 CET at the latest at ING BANK N.V., Issuer Services, Location code TRC 02.039, Foppingadreef 7, 1102 BD, Amsterdam, Tel. 020-5636799, e-mail [email protected].

(2) Should you choose not to name a proxy holder, this section can be left blank. AND will appoint a proxy holder which will represent you at the Annual General Meeting of Shareholders and will vote in accordance to your instructions included on the next page. Should you leave all or certain voting instructions blank, the proxy holder will vote on your behalf and in accordance with his/her own views.

Voting instructions:

Nr. Voting Results - Agenda topics In favour Against Abstention
1 Opening of the meeting by the Chairman of the Board N/A N/A N/A
2 Announcements N/A N/A N/A
3a Presentation on Name Change into GeoJunxion N.V. N/A N/A N/A
3b Proposal to adopt Name Change to GeoJunxion N.V.
4a Presentation regarding the background for the change of the
accounting year.
N/A N/A N/A
4b Proposal to adopt the modification of
Art 28.1.
to: "The
financial year of the company will start on the first day of
July up to and including the thirtieth day of June of the
following year"
5a Proposal to adopt the change the registred address to Capelle
aan den Ijssel and update Art 1.2.
5b Proposal to adopt the change in Art 24.1. to add Cappelle aan
den Ijssel as an approved location for general and extra
ordinary shareholders meetings.
6 Proposal to authorize each member of the Management Board
and Supervisory Board as well as each employee of AKD
N.V. to execute the deed of amendment of the Articles of
Association
7a Review of the minutes of the General Shareholders Meeting
of 19 May 2020
N/A N/A N/A
7b Proposal to approval of the minutes of the GSM of 19 May
2020 and confirmation of decisions taken in the meeting.
8 Any other business N/A N/A N/A
9 Closing N/A N/A N/A

For the full content of the proposals, please refer to the document "Convocation, Agenda and clarifications EGSM Dec29, 2020".

Duly signed by the shareholder.

Signature ________
First Name Last name: _____________
City / Country _____________
Date _____________

For Shareholders with voting rights, this voting instruction form / proxy form needs to be received no later than 22 December 2020, at 17h30 CET, at the Issuer Services of ING Bank N.V. (email: [email protected])