Miko N.V.

AGM Information • Apr 21, 2016

Miko N.V. Steenweg op Mol 177 2300 Turnhout KBO N° 0404.175.739 RPR Turnhout (the "Company")

POWER OF ATTORNEY

Name Shareholder
Address Shareholder
In the event the shareholder is a legal entity: name of the physical person duly representing the Shareholder
Name Proxy Holder Please note that, in order to avoid any possible conflict of interests, the members of the Board of Directors or employees of the Company, or other companies of the Miko – Group, shall not function as proxy holders
Number of Shares

Please note that, for dematerialized shares, this power of attorney shall only be considered as valid for as much as it is evidenced and documented that the shares for which this power of attorney is granted, were registered on the registration date, being Tuesday May 10th 2016 at 24h00, by depositing the respective shares in an account of held by a certified account holder on the name of the respective shareholder.

The shareholder hereby grants power of attorney to the proxy holder, in order to represent the shareholder at the ordinary annual meeting of the Company, which shall be held at the registered offices of the Company on Tuesday May 24th 2016 at 15h00.

Said ordinary general meeting of the Company has the following agenda:

• 1. Presentation and discussion of the consolidated annual accounts of Miko Group for the financial year ending on December 31st 2015;
• 1. Discussion of the annual report and the reports of the external auditor of the Company for the financial year ending on December 31st 2015;

• Discussion and approval of the annual accounts for the financial year ending on December 31st 2015 and the allocation of the results

Proposed Resolution:

Approval of the annual accounts for the financial year ending on December 31st 2015 and of the proposed allocation of the results

1. Discharge to the directors

Proposed Resolution:

Discharge is granted to Frans Michielsen, Frans Van Tilborg, Kristof Michielsen, Karl Hermans, Jan Michielsen, Patrick Michielsen, Bart Wauters, Franky Depickere, Flor Joosen, Mark Stulens, CVD B.V.B.A. (permanently represented by Mr. Chris Van Doorslaer), Chris Van Doorslaer, Sabine Sagaert B.V.B.A. (permanently represented by Ms. Sabine Sagaert) and Cynthia Van Hulle for their activities as director during the financial year ending on December 31st 2015.

1. Discharge to the external auditor;

Proposed Resolution:

Discharge is granted to PricewaterhouseCoopers Bedrijfsrevisoren CVBA, represented by Mr. Koen Hens, for its activities as auditor of the Company during the financial year 2015.

1. Ratification of co-optation of directors;

Proposed Resolution:

• (i) The General Meeting ratifies the decision of the Board of Directors dated May 26th 2015 to co-opt Mr. Chris Van Doorslaer as a director of the Company as a result of the termination by CVD B.V.B.A. (permanently represented by Mr. Chris Van Doorslaer) of its mandate as director of the Company. The mandate of Mr. Chris Van Doorslaer is granted for a period running up and until the general meeting of the Company in 2019.
• (ii) The General Meeting ratifies the decision of the Board of Director dated September 21st 2015 to co-opt Ms. Cynthia Van Hulle as a director of the Company as a result of the termination by Mr. Franky Depickere of his mandate as director of the Company. The mandated of Ms. Cynthia Van Hulle is granted for a period running up and until the general meeting of the Company in 2019.
• 1. Election of Directors;

Proposed Resolution:

• (i) The General meeting decides to re-elect Mr. Frans Michielsen as director of the Company for a period of 6 year running up and until the general meeting of the Company in 2022.
• (ii) The General meeting decides to re-elect Mr. Patrick Michielsen as director of the Company for a period of 6 year running up and until the general meeting of the Company in 2022.

• (iii) The General meeting decides to re-elect Mr. Mark Stulens as director of the Company for a period of 6 year running up and until the general meeting of the Company in 2022.

• Appointment of Auditor;

Proposed Resolution:

• (i) The General Meeting decides to re-appoint PricewaterhouseCoopers Bedrijfsrevisoren CVBA, having its registered offices at Woluwe Garden, Woluwedal 18, 1932 Sint-Stevens-Woluwe, represented by Mr. Koen Hens, as auditor of the Company for a period of 3 years. The mandate will have a term running up and until the annual meeting of 2019.
• 1. Corporate Governance Report;
• 1. Remuneration Report

Proposed Resolution:

Approval of the Remuneration Report of the Company.

1. Miscellaneous

The shareholder hereby provides the proxy holder with the power of attorney to participate in all deliberations and to vote as follows (strike out as appropriate).

Proposed Resolution – agenda topic 3: approval / abstention / rejection

Proposed Resolution – agenda topic 4:

• Discharge for Frans Michielsen approval / abstention / rejection;

• Discharge for Kristof Michielsen approval / abstention / rejection;

• Discharge for Patrick Michielsen approval / abstention / rejection;

• Discharge for Franky Depickere approval / abstention / rejection;

• Discharge for Chris Van Doorslaer approval / abstention / rejection;

• Discharge for Sabine Sagaert BVBA approval / abstention / rejection;
• Discharge for Cynthia Van Hulle approval / abstention / rejection;

Proposed Resolution – agenda topic 5:

• Discharge for the auditor approval / abstention / rejection;

Proposed Resolution – agenda topic 6:

• Ratification of the co-optation of Mr. Chris Van Doorslaer approval / abstention / rejection;
• Ratification of the co-optation of Ms. Cynthia Van Hulle

approval / abstention / rejection;

• Discharge for Frans Van Tilborg approval / abstention / rejection; - Discharge for Karl Hermans approval / abstention / rejection; - Discharge for Jan Michielsen approval / abstention / rejection; - Discharge for Bart Wauters approval / abstention / rejection; - Discharge for Flor Joosen approval / abstention / rejection; - Discharge for Mark Stulens approval / abstention / rejection; - Discharge for CVD BVBA approval / abstention / rejection;

Proposed Resolution – agenda topic 7:

Proposed Resolution – agenda topic 8:

• Election Frans Michielsen approval / abstention / rejection; - Election Patrick Michielsen approval / abstention / rejection; - Election Mark Stulens approval / abstention / rejection;

• Appointment PricewaterhouseCoopers Bedrijfsrevisoren as auditor: approval / abstention / rejection;

Proposed Resolution – agenda topic 10: approval / abstention / rejection;

In the event no specific voting instructions are provided on this form, the proxy holder may exercise the right to vote freely.

This power of attorney shall also be considered as legally valid for every other general meeting of the Company that is convoked with the same agenda.

Made in ___________________________________ on _______________________________ 2016

(Signature to be preceded by the hand-written statement "Good for proxy").

This document has to be received by the Company ultimately on Wednesday May 18th 2016, either by regular mail or by e-mail at av@miko.be.

For more information, please contact Johan Vandervee, company secretary, by telephone +32(0)14/408.811 or via av@miko.be.