Miko N.V.

Proxy Solicitation & Information Statement • Apr 21, 2017

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 conflicts of interest, the members of the Board of Directors and/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 9 th 2017 at 24h00, by depositing the respective shares in an account 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 23rd 2017 at 15h00.

rdinary 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 2016;
• 1. Discussion of the annual report and the report of the external auditor of the Company for the financial year ending on December 31st 2016;
• 1. Discussion and approval of the annual accounts for the financial year ending on December 31st 2016 and the allocation of the results;

Proposed Resolution:

Approval of the annual accounts for the financial year ending on December 31st 2016 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, Patrick Michielsen, Bart Wauters, Flor Joosen, Mark Stulens, 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 2016.

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 2016.

1. Election and resignation of directors;

Proposed Resolution:

The General meeting notes that the mandate as member of the board of directors granted to Mr. Frans Michielsen is considered to be terminated automatically in accordance with the articles of association of the Company, as a result of Mr. Frans Michielsen having reached the age of 70 years.

• 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 Frans Van Tilborg	approval / abstention / rejection;
-	Discharge for Kristof Michielsen	approval / abstention / rejection;
-	Discharge for Karl Hermans	approval / abstention / rejection;
-	Discharge for Patrick 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 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:

-

approval / abstention / rejection

Proposed Resolution agenda topic 8: approval / abstention / rejection

• 1. Authorized capital
• 1.1. Examination of the special report drafted by the Board of Directors of the Company in relation to the renewal of accordance with the provisions of article 604 of the Belgian Companies Code.
• 1.2. authorized capital

Proposed Resolution:

The General Meeting decides to renew the authorization as association, as granted to the Board of Directors, thereby authorizing the Board of Directors for a period of 5 years starting as from the date of publication of this decision in the Belgian Official capital, or under the same conditions to issue convertible bonds and/or warrants. This authorization may also be used for a capital increase or issuance of convertible bonds or warrants, whereby the preferential rights of the shareholders is limited or excluded in favour of one or several specific persons other than employees of the Company or its affiliated companies, and for capital increased effectuated by the conversion of reserves.

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 1.2:

capital within the framework of the authorized capital:

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 _______________________________ 2017

(Signature to be preceded by the hand- .

This document has to be received by the Company ultimately on Wednesday May 17 th 2017, 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.