Groupe Bruxelles Lambert SA — Proxy Solicitation & Information Statement 2020

Apr 15, 2020

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G R O U P E B R U X E L L E S L A M B E R T

Limited Liability Company Registered office: avenue Marnix 24 – 1000 Brussels

Enterprise number: 0407.040.209 – RLE Brussels

Ordinary General Shareholders' Meeting of Groupe Bruxelles Lambert ("GBL") to be held on Tuesday April 28, 2020 at 3 pm at the registered office, avenue Marnix 24, 1000 Brussels

VOTE BY CORRESPONDENCE

If you wish to vote by correspondence prior to this Meeting, please return this form, at the address given at the end of this document.

A. 1. 2.	year 2.1. 2.2.	Vote of the undersigned regarding all Management report of the Board of Directors and reports of the Statutory Auditor on the 2019 financial This item does not require a vote. Financial statements for the year ended December 31, 2019 Presentation of the consolidated accounts for the year ended December 31, 2019. This item does not require a vote. Approval of annual accounts for the year ended December 31, 2019.		items of	the agenda
		Please note that it is mandatory to vote for all items (for, against or abstain).
		hereby irrevocably votes, as indicated hereafter in the appropriate boxes, on all					items				of the agenda, as indicated below.
fee ,	fee ,	fee	dematerialised GBL share(s)
fee	, fee	, fee	registered GBL share(s)
Owner of:		(delete as appropriate)
			abbbbbbbbbbbbbbbbbbbbbbbbbbc
	Address/Registered office:		abbbbbbbbbbbbbbbbbbbbbbbbbbc
			abbbbbbbbbbbbbbbbbbbbbbbbbbc
	first	name/Company name:	abbbbbbbbbbbbbbbbbbbbbbbbbbc
Surname,
	The undersigned,

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3.		Discharge of the Directors
	December	31, 2019.		Proposal for the discharge to be granted to the Directors for duties performed during the year ended
		For O	Against O	Abstention O
4.		Discharge of the Statutory Auditor
		December 31, 2019.		Proposal for the discharge to be granted to the Statutory Auditor for duties performed during the year ended
		For O	Against O	Abstention O
5.		Statutory appointment
	Proposal to re-elect for a four-year term, in his capacity as Director, Ian Gallienne, whose current term of office expires at the conclusion of this General Shareholders' Meeting.
		For O	Against O	Abstention O
6.		Remuneration policy
				Proposal to approve the remuneration policy applicable as from the financial year 2020.
		For O	Against O	Abstention O
7.		Fees for the non-executive Directors
	preceding point.			Following the entry into force of the 2020 Belgian Code on Corporate Governance, proposal to approve the yearly grant of 350 ordinary shares of the company to each non-executive Director as from the 2020 financial year which will be part of the fixed remuneration, according to the remuneration policy referred to in the
		For O	Against O	Abstention O
8.		Remuneration report
				Proposal to approve the Board of Directors' remuneration report for the 2019 financial year.
		For O	Against O	Abstention O
9.		Long Term Incentive
	9.1. 7:91		of the Code on companies and associations.	To the extent necessary, proposal to approve all clauses of the option plan on shares, referred to in the remuneration policy and in the remuneration report, giving the CEO the right to exercise his options prior to the expiration of a period of three years in case of a change of control of the company, pursuant to Article
		For O	Against O	Abstention O
	9.2.		Report of the Board of Directors drawn up pursuant to Article	7:227 of the Code on companies and associations with respect to the security referred to in the proposal of the following resolution.
		For O	Against O	Abstention O
	9.3. plan.	Pursuant to Article		7:227 of the Code on companies and associations, to the extent necessary, proposal to approve the grant by GBL of a guarantee to a bank with respect to the credit granted by that bank to the subsidiary of GBL, permitting the latter to acquire GBL shares in the framework of the aforementioned
		For O	Against O	Abstention O

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B. Important notices

This form will be considered to be null and void in its entirety if the shareholder has not indicated above his/her/its choice concerning one or more of the items on the agenda of the Shareholders' Meeting.

The shareholder who has cast his vote by validly returning the present form to the company cannot vote in person or by proxy at the Shareholders' Meeting for the number of votes already cast.

In case shareholders exercise their right to add new items to the agenda of the Shareholders' Meeting and/or to submit new proposed resolutions, votes by correspondence received by the company will remain valid for the items covered. However, the vote cast in the present form on an item on the agenda will be null and void if the agenda has been amended concerning this item to include a new proposed resolution.

We remind you that this voting by correspondence form will only be taken into account if it is timely returned to the company and provided that the shareholder has complied with the admission formalities of prior registration and confirmation as described in the convening notice.

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Done in abbbbbbbbbbbbbbbbbbbbbbbbbbbc, on fe / fe / 2020.
Signature(s):
abbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbc Name:
abbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbc Title:
Legal persons must provide the surname, first name and title of the natural person signing this vote by correspondence form in their name. Similarly, in such cases the signatory hereby declares and guarantees to Groupe Bruxelles Lambert that he has the power to sign this vote by correspondence form on behalf of the legal person.
The vote by correspondence of a usufructuary and of a holder of bare ownership are valid only if made out jointly.
This entire document, duly completed and signed, must reach the company
at the latest by Friday April 24, 2020 at the address given below. This document can be sent by post or by email.
In that latter case, a scan or a photo of the completed and signed form is sufficient.
Groupe Bruxelles Lambert
To the attention of Priscilla Maters
Avenue Marnix 24 – 1000 Brussels – Belgium
Fax: +32 (0)2/289.17.32
Email: ag-av@gbl.be
Please provide us with a phone number and an email address where we can reach you if necessary:
feeeeeeeeeeeeeeeeeee Private:
feeeeeeeeeeeeeeeeeee Office:
abbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbbc Email: