Lotus Bakeries NV

Proxy Solicitation & Information Statement • Apr 12, 2022

Informal English translation.

This informal English translation is provided for informational purposes only.

The legally binding text is the Dutch language proxy form. Voting instructions should be given by means of the Dutch language proxy form and only this form will be considered as valid.

LOTUS BAKERIES NV PROXY FORM ORDINARY SHAREHOLDERS' MEETING OF 13 May 2022

ANNOUNCEMENT IN THE LIGHT OF THE CORONAVIRUS: the company will grant shareholders, proxy holders and other persons access subject to the measures in force according to the Coronavirus Barometer at the time of the General Meeting.

Please read and comply with the following instructions:

• Only 1 proxy holder can be appointed;
• CLEARLY INDICATE YOUR VOTING INSTRUCTIONS;
• Date, sign and insert the required information.

The undersigned:

(full name of the shareholder) XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Full address of the shareholder: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Owner of XXXXXXXXXXXXXXXXXXXX nominative shares – dematerialized shares (strike through what does not apply)

of Lotus Bakeries NV, with registered office at 9971 Lembeke, Gentstraat 1, herewith appoints as his/her special proxy holder:

Mr / Mrs XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX (fill out full name)

to whom the shareholder grants all powers to:

• - represent the shareholder at the Ordinary Shareholders' Meeting of Lotus Bakeries NV, to be held on Friday 13 May 2022 at 4.30 PM at Gentstraat 52, 9971 Lembeke
• - participate in all deliberations in connection with the following agenda items and proposed resolutions included in the notice and agenda:

VOTING INSTRUCTIONS

Please note that voting instructions may only be validly given by means of the Dutch language proxy form. This document merely serves as an informal English translation.

Indicate your voting instructions here below in connection with the proposed resolutions specified above:

• 1. Examination and discussion of the annual report and consolidated annual report of the Board of Directors concerning the financial statements and the consolidated financial statements of the company for the financial year ending on 31 December 2021. (does not give rise to voting)
• 1. Examination and discussion of the auditor's report and consolidated auditor's report of the statutory auditor concerning the financial statements and the consolidated financial statements of the company for the financial year ending on 31 December 2021. (does not give rise to voting)
• 1. Examination and approval of the financial statements of the company for the financial year ending on 31 December 2021, including the appropriation of profits and approval of the gross dividend of EUR 40 per share.

Motion:

"The Ordinary General Meeting of Shareholders resolves to adopt the financial statements of the company for the financial year ending on 31 December 2021, including the appropriation of profits and approval of the gross dividend of EUR 40 per share."

in favour against abstention

• 1. Examination and discussion of the consolidated financial statements of the company for the financial year ending on 31 December 2021. (does not give rise to voting)
• 1. Examination and approval of the remuneration report relating to the financial year ending on 31 December 2021.

Motion:

"The Ordinary General Meeting of Shareholders resolves to adopt the remuneration report relating to the financial year ending on 31 December 2021."

in favour against abstention

1. Discharge of the directors.

Motion:

"The Ordinary General Meeting of Shareholders resolves to grant discharge to the directors for duties performed by them during the financial year ending on 31 December 2021."

in favour against abstention

1. Discharge of the statutory auditor.

Motion:

"The Ordinary General Meeting of Shareholders resolves to grant discharge to the statutory auditor for duties performed by him during the financial year ending on 31 December 2021."

in favour against abstention

1. Noting of the end of the current term of office and approval of the reappointment as independent director of the company, for a term of four years, of Lema NV, Enterprise number 0463.212.513, represented by its permanent representative, Mr Michel Moortgat, and establishment of remuneration. All relevant information concerning the candidate's professional qualifications and a list of positions already held by the candidate, are published on the company's website.

Motion:

"The Ordinary General Meeting of Shareholders notes the end of the term of office as independent director of the company of Lema NV, Enterprise number 0463.212.513, represented by its permanent representative, Mr Michel Moortgat, and resolves - based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee - to reappoint them for a term of four years, ending immediately after the 2026 Ordinary General Meeting. The Ordinary General Meeting of Shareholders acknowledges that, based on the information available to the company, Mr Michel Moortgat and Lema NV fulfil the independence criteria of Article 3.5 of the Belgian Corporate Governance Code 2020 and Article 7:87(1), first paragraph of the Companies and Associations Code. The director will receive an annual remuneration for this in accordance with the approved remuneration policy."

in favour against abstention

1. Noting of the end of the term of office as non-executive director of the company of PMF NV, Enterprise number 0480.657.962, represented by its permanent representative, Mr Johan Boone.

Motion:

"The Ordinary General Meeting notes the resignation as director of the company of PMF NV, Enterprise number 0480.657.962, represented by its permanent representative, Mr Johan Boone, due to reaching the maximum age for serving as director, and resolves to accept their resignation, to take effect immediately after this Ordinary General Meeting."

in favour against abstention

1. Appointment of PMF NV, Enterprise number 0480.657.962, represented by its permanent representative, Mr Emanuel Boone, as non-executive director of the company in view of the expiry of the term of office as director of PMF NV, represented by its permanent representative, Mr Johan Boone, for a term of four years, and establishment of remuneration. All relevant information concerning the candidate's professional qualifications and a list of positions already held by the candidate, are published on the company's website. Motion:

"The Ordinary General Meeting of Shareholders resolves, - based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee - to appoint PMF NV, Enterprise number 0480.657.962, represented by its permanent representative, Mr Emmanuel Boone, as non-executive director of the company, for a term of four years, ending immediately after the 2026 Ordinary General Meeting, to replace PMF NV, represented by its permanent representative, Mr Johan Boone. The director will receive an annual remuneration

in favour against abstention

11. Reappointment of the statutory auditor.

Motion:

"The Ordinary General Meeting resolves to reappoint PwC Bedrijfsrevisoren BV, registered office Culliganlaan 5 1831 Diegem, registered with the Crossroads Bank for Enterprises under number: 0429.501.944 1932 as statutory auditor for a period of three years. This company has appointed Ms Lien Winne, auditor, as its representative, authorised to represent it and charged with the exercise of the duties of statutory auditor for and on behalf of PwC Bedrijfsrevisoren BV. The term of office expires after the Ordinary General Meeting held to adopt the financial statements for the year ending on 31 December 2024. The remuneration for these tasks amounts to EUR 141,000 per annum (exclusive of VAT, expenses and contribution to the Belgian Institute of Company Auditors) subject to annual adjustments in accordance with changes in the consumer prices index or as agreed between the parties. This remuneration covers the audit of the statutory financial statements, the consolidated financial statements and the examination of the company's half-year figures (statutory and consolidated)."

in favour against abstention

In the specific case where the special proxy holder is a person on the Board of Directors of Lotus Bakeries NV or working at Lotus Bakeries NV, the absence of voting instructions for any agenda item or in the event that, for any reason whatsoever, any uncertainty would arise with regard to the voting instructions, the proxy holder shall always be deemed to vote "in favour" of the proposal for such items for which no or an unclear voting instruction is given; this will be deemed to be a specific voting instruction in the sense of article 7:143 § 4 2° and 3° of the Belgian Companies and Associations Code.

The proxies that are communicated to the company prior to the publication of an agenda amended pursuant to article 7:130 of the Belgian Companies and Associations Code, remain valid for the agenda items mentioned in the agenda to which they relate. Notwithstanding the foregoing, the proxy holder may, for the agenda items mentioned in the agenda for which pursuant to article 7:130 of the Belgian Companies and Associations Code new proposals for resolutions have been submitted, during the meeting, deviate from the proxy giver's instructions, as the case may be, if the execution of the instructions could harm the interests of the proxy giver. The proxy holder must inform the proxy giver thereof.

The proxy must mention whether the proxy holder is authorized to vote for the new items that have been included in the agenda, or that he has to abstain. In particular:

the shareholder authorizes the special proxy holder to cast a vote on the new items that would be added to the agenda of the meeting

or

the shareholder instructs the special proxy holder to abstain from voting on the new items that would be added to the agenda of the meeting.

If the shareholder has not ticked one of the boxes here above or has ticked both of them, the special proxy holder will have to abstain from voting on the new items that would be added to the agenda of the meeting.

This present proxy shall also serve as notification within the meaning of article 7:134 of the Belgian Companies and Associations Code.

Place and date XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 2022.

Signature of the shareholder (to be preceded by the handwritten words "Good for proxy").

If the shareholder is not a physical person:

Name of the person signing this proxy:

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Function:

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX Legal entity:

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

who declares to be authorized to sign this proxy in the name and for the account of the shareholder mentioned on p. 1.