Roularta Media Group N.V.

Proxy Solicitation & Information Statement • Apr 15, 2022

Public Limited Company Meiboomlaan 33, 8800 B-Roeselare Ghent, department Kortrijk Register of Companies VAT BE 0434.278.896

! ONLY DUTCH POWER OF ATTORNEY FORMS ARE VALID !

Dutch power of attorney forms are the only ones that are officially accepted.

Our foreign shareholders will be given an English or French translation for comprehensive reasons.

However, French or English power of attorney forms will not be accepted on the general assembly.

Collective proxies, proxies by substitution, or proxies granted by financial institutions, trusts, fund managers or accountholders in the name and for the account of several shareholders have to specify: the identity of each individual shareholder, the identity of the proxy holder(s) and, for each individual shareholder, the number of shares the proxy holder will be voting with.

The power of attorney must contain voting instructions and must be delivered to the company no later than Wednesday 11 May 2022.

P O W E R O F A T T O R N E Y GENERAL MEETING DD. 17 May 2022

The undersigned (name, first name/corporate name, corporate form) ……………………………………………………… ………………………………………………………………………………………………………………………………………
residing at …………………………………………………………………………………………………………………………. …………………………………………………………………………………………
or
with registered office at …………………………………………………………………………………………………………… ………………………………………………………………………………………………………………………………………
in accordance with its articles of incorporation duly represented by (name, first name): ………………… ………………………………………………………………………………………………………………………………………
holder of (number) ……………….… shares of Roularta Media Group NV, with registered office at 8800 Roeselare,
Meiboomlaan 33,

hereby appoints as authorised representative ……………………………………………….., in order to represent him/her as shareholder at the general meeting of the above named company, which shall be held at the registered

office of the company on Tuesday, 17 May 2022 at 11.00 a.m. and with the obligation to vote as indicated below.

AGENDA AND PROPOSALS FOR DECISIONS BY THE GENERAL MEETING

• 1. Reading of the annual report with the corporate governance declaration of the board of directors.
• 1. Reading of the statutory auditor's report.
• 1. Deliberation and approval of the annual accounts at 31 December 2021 and appropriation of the profit. Motion: the general meeting approves the annual accounts at 31 December 2021, including the appropriation of the result as proposed by the board of directors, in the form of a gross dividend payment of EUR 1.00 per share.
• 1. Deliberation of the consolidated annual accounts and the consolidated reports for the year ending 31 December 2021.
• 1. Granting of discharge to the directors and the auditor.

Motion: the general meeting votes separately on a resolution to grant discharge to the directors and the statutory auditor in respect of the exercise of their duties in the 2021 financial year.

Discharge directors

Mr Hendrik De Nolf

		Comm.VA Koinon, with permanent representative Xavier Bouckaert
Ms Lieve Claeys
		NV Verana, with permanent representative Coralie Claeys
		NV Alauda, with permanent representative Francis De Nol
Mr Carel Bikkers
		NV Invest at Value, with permanent representative Koen Dejonckheere
	Prof Caroline Pauwels PhD
		Mr. Rik Vanpeteghem (director since 21/12/2021)

Discharge auditor

BDO, Bedrijfsrevisoren BV, represented by Veerle Catry

APPROVAL ◘ REJECTION ◘ ABSTENTION ◘

1. Approval of the remuneration report.

Motion: the general meeting approves the remuneration report for the financial year 2021.

APPROVAL	REJECTION	ABSTENTION
----------	-----------	------------	--

1. (Re)appointment directors: the terms of office of the following directors expire at the general meeting of 17 May 2022: Mr Hendrik De Nolf; Comm.VA Koinon, represented by its permanent representative, Mr Xavier Bouckaert, Ms Lieve Claeys, Mr Carel Bikkers; NV Invest at Value, represented by its permanent representative, Mr Koenraad Dejonckheere and Prof. Dr. Caroline Pauwels.

Motion: on the advice of the appointments and remuneration committee the board of directors recommends to:

• reappoint Mr Hendrik De Nolf as director for a four-year term, that is until the annual meeting resolving on the annual accounts for the financial year ending on 31 December 2025;

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• reappoint Comm.VA Koinon, represented by its permanent representative, Mr Xavier Bouckaert, as director for a four-year term, that is until the annual meeting resolving on the annual accounts for the financial year ending on 31 December 2025;

- reappoint Ms Lieve Claeys as director for a four-year term, that is until the annual meeting resolving on the annual accounts for the financial year ending on 31 December 2025;
- reappoint NV Invest at Value, represented by its permanent representative, Mr Koenraad Dejonckheere,
				as an independent director in the sense of Article 7:87 of the Companies and Associations Code	for a four

year term, that is until the annual meeting resolving on the annual accounts for the financial year ending on 31 December 2025.

• Reappoint Prof. dr. Caroline Pauwels, as an independent director in the sense of Article 7:87 of the Companies and Associations Code for a four-year term, that is until the annual meeting resolving on the annual accounts for the financial year ending on 31 December 2025.

APPROVAL REJECTION	ABSTENTION
-----------------------	------------

• To participate in all deliberations;
• To participate on behalf of the undersigned in a vote on all items of the agenda;
• To sign all deeds, minutes and other documents relating to this meeting;
• In general do everything which should appear necessary or useful for the implementation of this power of attorney, with promise of confirmation.

Signed at …………………………………., on …………………………………… 2022

(Signature¹ )

______________________

¹ Signature must be preceded by the written expression 'proxy granted'.