JENSEN-GROUP N.V. — Proxy Solicitation & Information Statement 2023

Apr 14, 2023

Form for Remote Voting *

*Only the Dutch language copy is valid and legally binding – Belgian law is exclusively applicable.

I, the undersigned,

		___________
		_________ _________
		___________
	(first name, surname and address)
Owner of		registered shares
Owner of		dematerialized shares

Of JENSEN-GROUP NV, a company having its principal office at Neerhonderd 33 in 9230 Wetteren, Belgium;

declares with this form to exercise the following number of voting rights at the annual ordinary General Meeting of Shareholders and the extraordinary General Meeting of Shareholders of JENSEN-GROUP NV as referred to below, as well as at any subsequent annual ordinary General Meeting of Shareholders and extraordinary General Meeting of Shareholders with the same agenda, in the event that the present meetings are adjourned because they could not be validly held due to failure to fulfil the attendance quorum, by the Board of Directors, or for any other reason;

The Shareholder casts his votes (*) for the annual ordinary General Meeting of Shareholders and the extraordinary General Meeting of Shareholders of May 16, 2023 as follows:

Annual ordinary General Meeting of Shareholders

• 1. Opening of the Annual Meeting by the Chairman and possible remarks.
• 1. Presentation, acknowledgement and review of the Company's consolidated financial statements and annual report for the accounting year ended as at December 31, 2022.
• 3.a. Explanation of the Company's Remuneration Policy and Remuneration Report by the delegated representative(s) representative(s) of the Nomination and Remuneration Committee.
• 3.b. Approval of the Remuneration Policy.

IN FAVOR	REJECTION	ABSTENTION
3.c. Approval of the Remuneration Report.
IN FAVOR	REJECTION	ABSTENTION
JENSEN-GROUP NV Neerhonderd 33	www.Jensen-group.com T +32 (0)9/333.83.30	KBO 0440.449.284 RPR Gent KBC 733-0169825-08 / BIC: KREDBEBB

Public company with Limited Liability (NV-S.A.) - Company listed on Euronext

BE-9230 Wetteren IBAN: BE63 7330 1698 2508

3.d. Presentation and acknowledgement of the Company's statutory financial statements for the accounting year ended as at December 31, 2022.

• 3.e. Acknowledgement and review of the annual report of the Board of Directors and the report of the Statutory Auditor on such statements.
• 1. Approval of the Company's statutory financial statements for the accounting year ended as at December 31, 2022.

1. Acknowledgement and approval of the appropriation of results as proposed by the Board of Directors including dividend payment of 0,50 euro per share.

	IN FAVOR		REJECTION	ABSTENTION
6.	Discharge to the Statutory Auditor.
	IN FAVOR		REJECTION	ABSTENTION
7.	Discharge to the directors.
	IN FAVOR		REJECTION	ABSTENTION
	8.a. Reappointment of Mr. Jobst Wagner as non-executive, independent director.
	IN FAVOR		REJECTION	ABSTENTION
	director. IN FAVOR		REJECTION	ABSTENTION
	8.c. Appointment of Mr. Daisuke Miyauchi as non-executive, non-independent director.
	IN FAVOR		REJECTION	ABSTENTION
9.	Appointment and remuneration of Deloitte BV, as represented by Mrs. Charlotte Vanrobaeys, as
	statutory auditor.
	IN FAVOR		REJECTION	ABSTENTION
	10. Allocation and explanation of the remuneration of the Board of Directors.
	IN FAVOR		REJECTION	ABSTENTION
	11. Update on the application of the Corporate Governance Code (Code "version 2020").
	12. Proxy publication of the decisions of the Annual Meeting and other formalities.
		JENSEN-GROUP NV	www.Jensen-group.com	KBO 0440.449.284 RPR Gent

IN FAVOR		REJECTION		ABSTENTION

1. Questions and Announcements (miscellaneous).

Extraordinary General Meeting of Shareholders

• 1. Presentation and review of the special report of the Board of Directors in respect of the proposed reinstatement of the authorization regarding the authorized capital, as prepared in accordance with article 7:199 of the Code of Companies and Associations.
• 1. Reinstatement of the authorizations of the Board of Directors under the authorized capital Amendment of bylaws.

IN FAVOR	REJECTION	ABSTENTION

1. Reinstatement of the authorization of the Board of Directors in respect of the acquisition, pledge, alienation and cancellation of own shares and profit participation rights – Amendment of bylaws.

	IN FAVOR	REJECTION	ABSTENTION
4.	Cancellation of all own shares – Amendment of bylaws.
	IN FAVOR	REJECTION	ABSTENTION
5.	Miscellaneous punctual amendments of the bylaws – Adoption of a new text of the bylaws.
	IN FAVOR	REJECTION	ABSTENTION

1. Authorizations.

IN FAVOR	REJECTION	ABSTENTION

The Company must receive the original form, together with a copy of the identity card of the Shareholder, no later than the sixth (6th) day prior to the General Meeting, i.e., by May 10, 2023. The Shareholder who cast his vote remotely shall no longer be able to select a different manner of participation in the General Meeting.

The Shareholder must attach a copy of his/her identity card to this form.

_____________________________________________________

	Place: _______
	Date: _______

Signature (*):

(*) handwritten or electronic signature allowed