Sofina SA — Proxy Solicitation & Information Statement 2024

Apr 4, 2024

Thursday 4 April 2024	Publication of the convening notice to the Meeting on the Company's website, in the financial press and in the Belgian State Gazette
Tuesday 16 April 2024	Deadline for adding items to the agenda of the Meeting
Tuesday 23 April 2024	Publication of a new agenda if new items are added to the agenda of the Meeting
Wednesday 24 April 2024	End of the registration period as shareholder
Thursday 2 May 2024 at 3.00pm (Belgian time)	End of the deadline to ask questions in writing, send proxies and confirm participation in the Meeting
Wednesday 8 May 2024 at 3.00pm (Belgian time)	Annual General Meeting
Wednesday 22 May 2024	Payment of the dividend (« ex date »: 20 May 2024 and « record date »: 21 May 2024)
Thursday 23 May 2024	Deadline for publication of the minutes of the Meeting on the website of the Company
Friday 31 May 2024	Deadline for the collection of tax certificates for a reduction or exemption from withholding tax on the dividend

SOFINA SA

To the attention of the General Secretariat Rue de l'Industrie 31 B – 1040 Brussels shareholders@sofinagroup.com

……………………… 2024

Dear Madam, Dear Sir,

Subject: Annual General Meeting of Wednesday 8 May 2024 at 3.00pm

I, the undersigned	Surname:
	First name:
	Address:

owner of:

…………………………………… registered shares¹ (registered in the shareholders' register),

in full ownership / in bare ownership / in usufruct² ,

hereby declare, in accordance with Article 28 of the articles of association and Article 7:134 of the Companies and Associations code:

□ that I wish to attend the Annual General Meeting in person on Wednesday 8 May 2024 at 3.00pm;

□ that I do not wish to attend the Annual General Meeting in person, but that I would like to have access to the webcast of the Annual General Meeting, and that I accept that the information necessary to access this webcast be sent to the following email address³ :

Done in on

Signature:

In the framework of the organisation of its general meetings, Sofina processes information about its shareholders which constitutes "personal data". Sofina considers the protection of such personal data an important matter and has therefore adopted a Privacy Policy, available at https://www.sofinagroup.com/general-privacy-policy/.

The Company invites its shareholders to carefully read this Privacy Policy, which sets out in more detail in which context the Company processes its shareholders' personal data and explains their rights (including a right of access, rectification and objection to direct marketing as well as, in certain circumstances, a right of erasure, restriction of processing, data portability and a right to object to other forms of processing) and the Company's obligations in that respect.

¹ Please indicate the number of shares for which you wish to participate in the Annual General Meeting.

² Please cross out what is not applicable.

³ Please note that it is compulsory to provide an email address, otherwise it will be not possible to access the webcast.

I, the undersigned (identity of the principal)
Name/Name of legal person:
First name:
Address/Registered office:
Holder of	registered shares and/or

dematerialised shares

in the limited liability company (société anonyme/naamloze vennootschap) SOFINA, having its registered office at 1040 Brussels, rue de l'Industrie, 31, is represented at the Annual General Meeting of Shareholders of 8 May 2024, for a total number of shares for which he/she wishes to exercise his/her voting right, limited however to the number of shares for which the holding is formally registered on the record date, i.e. Wednesday 24 April 2024.

Hereby appoints as his/her special representative¹ : (please mention the identity of the representative – only one person can be appointed)

Name: First name: Address:

To whom the shareholder grants full powers to represent the shareholder at the Annual General Meeting of Shareholders of the Company to be held on Wednesday 8 May 2024 at the registered office with the following agenda:

¹ Warning about conflicts of interest. According to Article 7:143, §4, 2° of the Companies and Associations Code, a potential conflict of interest arises when the authorised representative:

^1° is the company itself or an entity controlled by it, a shareholder that controls the company or another entity controlled by such a shareholder;

^2° is a member of an administrative body of the company or of a controlling shareholder of the company or of a controlled entity referred to in point 1°;

^3° is an employee or statutory auditor of the company, or of its controlling shareholder or of a controlled entity referred to in 1°; 4° has a parental relationship with a natural person referred to in points 1° to 3° or is the spouse or legal cohabitant of such a person or of a relative of such a person.

A potential conflict of interest is also created if no proxy is appointed, in which case the company will appoint a member of its board of directors or one of its employees as proxy.

In the event of a conflict of interest between the appointed agent and Sofina, the following rules will apply:

^1. the proxy holder must disclose specific facts that are relevant to enable the shareholder to assess the risk that the proxy holder may pursue an interest other than that of the shareholder.

^2. the proxy holder is only authorised to exercise the voting right on behalf of the shareholder if he/she has specific voting instructions for each item on the agenda. Sofina therefore invites you to indicate your specific voting instructions by ticking a box below for each item on the agenda.

• 1.1 Presentation of the Management report of the Board of Directors (including the Corporate Governance Statement and the ESG section of the Annual report) and of the Statutory Auditor's report relating to the financial year 2023.
• 1.2 Presentation of the Consolidated financial statements relating to the financial year 2023.
• 1.3 Approval of the Statutory financial statements of the Company relating to the financial year 2023 and appropriation of results.

Proposal to approve the Statutory financial statements of the Company as at 31 December 2023, as drawn up by the Board of Directors, including the appropriation of the Company's result and the distribution of a gross dividend of EUR 3.35 per share. As the dividend right attached to the own shares lapses, the total amount allocated by the Company to the dividend payment depends on the number of own shares held by the Company on Friday 17 May 2024 at 11.59pm Belgian time (i.e. the trading day preceding the ex-date). Therefore, delegation of authority to the Board of Directors, with power of subdelegation, to determine the total amount allocated by the Company to the dividend payment (without changing the amount of the gross dividend per share) and to reflect this (and any other changes in the appropriation of the result resulting therefrom) in the Statutory financial statements based on the number of own shares held by the Company on that date.

• 2.1 Presentation of the Remuneration report relating to the financial year 2023.
• 2.2 Approval of the Remuneration report relating to the financial year 2023.

Proposal to approve the Remuneration report relating to the financial year 2023. The vote on the Remuneration report is advisory.

2.3 Approval of amendments to the Remuneration policy applicable to non-Executive Directors and to the members of the Leadership Council.

Proposal to approve the amendments to the Remuneration policy applicable to non-Executive Directors and to the members of the Leadership Council.

• 3.1 Proposal to grant discharge by special vote to the Directors for any liability resulting from the fulfilment of their mandate during the financial year 2023.
• 3.2 Proposal to grant discharge by special vote to the Statutory Auditor for any liability resulting from the fulfilment of its mandate during the financial year 2023.

The term of office of M. Nicolas Boël, Ms. Laura Cioli, M. Laurent de Meeûs d'Argenteuil, Ms. Charlotte Strömberg and Ms. Gwill York will expire at the end of the Annual General Meeting of 8 May 2024.

Proposal, upon recommendation by the Nomination Committee and upon proposal of the Board of Directors, to renew the following mandates:

• 4.1 M. Nicolas Boël, for a term of three years up to and including the Annual General Meeting to be held in 2027. His remuneration is set in accordance with the Remuneration policy and Article 36 of the articles of association.
• 4.2 Ms. Laura Cioli, for a period of four years, expiring at the end of the 2028 Annual General Meeting, and to establish her independence within the meaning of Article 7:87 of the Companies and Associations Code and Principle 3.5 of the 2020 Corporate Governance Code, since (i) it appears from the information available to the Company and the information provided by Ms. Laura Cioli that she meets all the criteria set out in that Principle; and (ii) the Board of Directors expressly confirms that it has no indication of any element that might put her independence into question. Her remuneration is set in accordance with the Remuneration Policy and Article 36 of the articles of association.
• 4.3 M. Laurent de Meeûs d'Argenteuil, for a term of three years up to and including the Annual General Meeting to be held in 2027. His remuneration is set in accordance with the Remuneration policy and Article 36 of the articles of association.
• 4.4 Ms. Charlotte Strömberg, for a period of four years, expiring at the end of the 2028 Annual General Meeting, and to establish her independence within the meaning of Article 7:87 of the Companies and Associations Code and Principle 3.5 of the 2020 Corporate Governance Code, since (i) it appears from the information available to the Company and the information provided by Ms. Charlotte Strömberg that she meets all the criteria set out in that Principle; and (ii) the Board of Directors expressly confirms that it has no indication of any element that might put her independence into question. Her remuneration is set in accordance with the Remuneration Policy and Article 36 of the articles of association.
• 4.5 Ms. Gwill York, for a period of three years, expiring at the end of the 2027 Annual General Meeting, and to establish her independence within the meaning of Article 7:87 of the Companies and Associations Code and Principle 3.5 of the 2020 Corporate Governance Code, since (i) it appears from the information available to the Company and the information provided by Ms. Gwill York that she meets all the criteria set out in that Principle; and (ii) the Board of Directors expressly confirms that it has no indication of any element that might put her independence into question. Her remuneration is set in accordance with the Remuneration Policy and Article 36 of the articles of association.

***

Please fill in your voting instructions below.

If the principal fails to indicate how the proxy holder should vote, the shareholder will be deemed to have given the proxy holder specific instructions to vote in favour of that item.

The proxy holder undertakes to vote as indicated below:

VOTES

• 1.3 Proposal to approve the Statutory financial statements of the Company as at 31 December 2023, as drawn up by the Board of Directors, including the appropriation of the Company's result and the distribution of a gross dividend of EUR 3.35 per share. As the dividend right attached to the own shares lapses, the total amount allocated by the Company to the dividend payment depends on the number of own shares held by the Company on Friday 17 May 2024 at 11.59pm Belgian time (i.e. the trading day preceding the ex-date). Therefore, delegation of authority to the Board of Directors, with power of subdelegation, to determine the total amount allocated by the Company to the dividend payment (without changing the amount of the gross dividend per share) and to reflect this (and any other changes in the appropriation of the result resulting therefrom) in the Statutory financial statements based on the number of own shares held by the Company on that date.

  • ☐ For ☐ Against ☐ Abstain

• 2.2 Proposal to approve the Remuneration report relating to the financial year 2023. The vote on the Remuneration report is advisory.

  • ☐ For ☐ Against ☐ Abstain

• 2.3 Proposal to approve the amendments to the Remuneration policy applicable to non-Executive Directors and to the members of the Leadership Council.

  • ☐ For ☐ Against ☐ Abstain

• 3.1 Proposal to grant discharge by special vote to the Directors for any liability resulting from the fulfilment of their mandate during the financial year 2023.

  • ☐ For ☐ Against ☐ Abstain
• 3.2 Proposal to grant discharge by special vote to the Statutory Auditor for any liability resulting from the fulfilment of its mandate during the financial year 2023.

☐ For ☐ Against ☐ Abstain

• 4.1 Proposal, upon recommendation by the Nomination Committee and upon proposal of the Board of Directors, to renew the mandate of M. Nicolas Boël, for a term of three years up to and including the Annual General Meeting to be held in 2027.
  • ☐ For ☐ Against ☐ Abstain
• 4.2 Proposal, upon recommendation by the Nomination Committee and upon proposal of the Board of Directors, to renew the mandate of Ms. Laura Cioli, for a period of four years, expiring at the end of the 2028 Annual General Meeting, and to establish her independence within the meaning of Article 7:87 of the Companies and Associations Code and Principle 3.5 of the 2020 Corporate Governance Code, since (i) it appears from the information available to the Company and the information provided by Ms. Laura Cioli that she meets all the criteria set out in that Principle; and (ii) the Board of Directors expressly confirms that it has no indication of any element that might put her independence into question.
  • ☐ For ☐ Against ☐ Abstain
• 4.3 Proposal, upon recommendation by the Nomination Committee and upon proposal of the Board of Directors, to renew the mandate of M. Laurent de Meeûs d'Argenteuil, for a term of three years up to and including the Annual General Meeting to be held in 2027.
  • ☐ For ☐ Against ☐ Abstain
• 4.4 Proposal, upon recommendation by the Nomination Committee and upon proposal of the Board of Directors, to renew the mandate of Ms. Charlotte Strömberg, for a period of four years, expiring at the end of the 2028 Annual General Meeting, and to establish her independence within the meaning of Article 7:87 of the Companies and Associations Code and Principle 3.5 of the 2020 Corporate Governance Code, since (i) it appears from the information available to the Company and the information provided by Ms. Charlotte Strömberg that she meets all the criteria set out in that Principle; and (ii) the Board of Directors expressly confirms that it has no indication of any element that might put her independence into question.
  • ☐ For ☐ Against ☐ Abstain
• 4.5 Proposal, upon recommendation by the Nomination Committee and upon proposal of the Board of Directors, to renew the mandate of Ms. Gwill York, for a period of three years, expiring at the end of the 2027 Annual General Meeting, and to establish her independence within the meaning of Article 7:87 of the Companies and Associations Code and Principle 3.5 of the 2020 Corporate Governance Code, since (i) it appears from the information available to the Company and the information provided by Ms. Gwill York that she meets all the criteria set out in that Principle; and (ii) the Board of Directors expressly confirms that it has no indication of any element that might put her independence into question.

☐	For	☐	Against	☐	Abstain
---	-----	---	---------	---	---------

***

In accordance with Article 7:130, §3 of the Companies and Associations Code, in case of additions to the agenda of the Annual General Meeting of new items and/or new proposals for decisions, a new completed proxy form, allowing the principal to give the proxy holder specific voting instructions in this respect, will be made available to the shareholders by the Company no later than on Tuesday 16 April 2024.

The following voting instructions will therefore only be applicable in the absence of new specific voting instructions validly sent to the proxy holder after the date of this proxy.

If new items and/or proposals/alternative decisions are added to the agenda, the proxy holder should (please tick one of the two boxes):

• ☐ Abstain from voting on new items and/or new proposals/alternatives decisions on the agenda; or
• ☐ Express any votes or abstain from voting on potential new items on the agenda and/or new proposals/alternative decisions, as he/she deems appropriate taking into account the interests of the principal.

The proxy holder should abstain from voting on new agenda items and/or new proposals/alternative decisions if the shareholder does not indicate a choice above. He/she may only vote or abstain from voting on the existing proposals for decisions in accordance with the instructions of the principal.

***

Furthermore, the proxy may take part in all deliberations, make all declarations in all matters, sign all deeds, minutes, registers, attendance lists and documents, have himself/herself substituted and, in general, do all that is useful and necessary for the execution of this mandate, the principal promising ratification if necessary.

***

Done in on

THE SIGNATURE MUST BE PRECEDED BY THE HANDWRITTEN WORDS « AUTHORISED TO SIGN »

Legal entities must specify the name, first name and title of the natural person signing this power of attorney on their behalf. In the same case, the signatory hereby declares and warrants to Sofina that he/she has the authority to sign this power of attorney on behalf of the legal entity.

Powers of attorney of an usufructuary and a bare owner shall only be valid if granted by them jointly to the same proxy holder, unless otherwise expressly instructed to the Company.

This entire document, completed and signed (a scanned or photographed copy will suffice), must be received no later than on Thursday 2 May 2024 at 3.00pm (Belgian time) by post, fax or e-mail at the following address:

For holders of registered shares: SOFINA SA Secretariat General Rue de l'Industrie, 31 B-1040 Brussels Fax : + 32 (0) 2 551 06 36 e-mail : shareholders@sofinagroup.com For holders of dematerialised shares: EUROCLEAR BELGIUM Department Issuer Relations Boulevard du Roi Albert II, 1 1210 Brussels Fax : +32 (0) 2 337 54 46 e-mail : ebe.issuer@euroclear.com

* * *

In the framework of the organisation of its general meetings, Sofina processes information about its shareholders which constitutes "personal data". Sofina considers the protection of such personal data an important matter and has therefore adopted a Privacy Policy, available at https://www.sofinagroup.com/general-privacy-policy/.

The Company invites its shareholders to carefully read this Privacy Policy, which sets out in more detail in which context the Company processes its shareholders' personal data and explains their rights (including a right of access, rectification and objection to direct marketing as well as, in certain circumstances, a right of erasure, restriction of processing, data portability and a right to object to other forms of processing) and the Company's obligations in that respect.

4 April 2024 34.250.000 shares 33.201.572 voting rights

REMUNERATION POLICY

of Sofina SA ("Sofina" or the "Company")

Introduction

This Remuneration policy is in line with the provisions of the Belgian Code of Corporate Governance 2020 (the "2020 CG Code") and Article 7:89/1 of the Belgian Code of Companies and Associations (the "BCCA").

Sofina's mission is based on a growth and value creation strategy, characterised by providing patient capital to entrepreneurs and partners sharing the same values as Sofina. Sofina's investments are mainly made through its shareholders' equity with a long-term vision and with the aim to create sustainable value. Moreover, sustainability is embedded in Sofina's strategy both as an investor and in its own operations.

This new Remuneration policy has been approved by the Board of Directors on 28 March 2024 and will be submitted to the Annual General Meeting of Shareholders on 8 May 2024. If approved, the Remuneration policy will be applicable with retroactive effect as of 1 January 2024 and will replace the previous remuneration policy.

This Remuneration policy covers the remuneration of the members of the Board of Directors, the CEO, and the other members of the Leadership Council . While, in certain instances, this Remuneration policy also refers to other persons, such as Managing Directors¹ who are not part of the Leadership Council, the Remuneration policy only applies to the Board of Directors, the CEO, and the other members of the Leadership Council as a matter of law, in accordance with Article 7:89/1 of the BCCA.

The Remuneration policy aims to remunerate the various individuals involved in the management of the Company so as to attract and retain the best talents and share part of the value created. This Remuneration policy takes also the strategic objectives of the Company and its specific characteristics into account.

In accordance with the applicable Remuneration policy, the Remuneration Committee assessed the existing Long-term incentive plan (the "LTIP"), considering the shared value creation throughout the years, as well as the changes that occurred in Sofina's strategy, portfolio and talent pool since it was adopted. It also took into account the evolving remuneration trends, stakeholder views and expectations as well as the regulatory, ESG and corporate governance developments. It concluded that certain adaptations were needed.

The proposed changes mainly relate to:

• the implementation of the new internal governance of Sofina as further described in the revised Corporate Governance Charter, i.e. the dissolution of the Executive Committee, the creation of the Leadership Council and the creation of the role of Managing Director.
• the introduction of an absolute performance vesting criterion and an ESG criterion in the LTIP, for grants made as from 2024 (while there was only one vesting criterion, linked to the relative performance, in the previous grants);
• the creation of a transitory cohort for the period 2024-2026 vesting against the new absolute performance and ESG criteria; and
• the adaptation of the vesting method for the relative performance criterion (vs. the benchmark) for grants made as from 2024.

The proposed changes aim at better aligning the remuneration scheme with the above-mentioned changes and further reflects the Company's desire to strengthen its teams, attract and retain its talents and build diverse teams to enable it to have the necessary resources to deploy its strategy. The objective is therefore to attract,

¹ The title of managing director may be granted to senior executives who have provided valuable contributions to the Company as further described in the Company's revised Corporate Governance Charter.

motivate and retain Sofina's talents, whose actions contribute to the Company's performance.

1. Remuneration of the non-Executive Directors

1.1. Procedure

The remuneration of the non-Executive Directors of the Company, laid down in the articles of association of Sofina, is determined by the General Meeting of Shareholders, upon proposal of the Board of Directors and on the recommendation of the Remuneration Committee. To prevent any conflicts of interest, no Director takes part in the deliberations of the Board of Directors concerning his/her own remuneration. All decisions concerning the remuneration of members of the Board of Directors are subject to the provisions of the BCCA on conflicts of interest, where applicable.

1.2. Remuneration policy

1.2.1. Statutory remuneration

In accordance with Article 36, §3 of the articles of association of Sofina and section 3 of the Internal rules of procedure of the Board of Directors, the statutory remuneration of the non-Executive Directors is determined as a lump-sum amount with reference to a percentage of the net dividends distributed for the period, set by the articles of association at 3% since 2011. This lump sum amount is used to pay the directors' fees and the attendance fees. The remuneration of the non-Executive Directors is therefore not directly linked to the performance of the Company or of the non-Executive Directors.

Directors' fees

In accordance with section 3 of the Internal rules of procedure of the Board of Directors, each Director is entitled to an equal share of the director's fees, except for the Chair and Vice-Chair who respectively receive a double fee and one-and-a-half time the fee and the CEO who is not entitled to any such fee. The honorary Directors are not remunerated unless otherwise decided by the Board of Directors on the recommendation of the Remuneration Committee.

Attendance fees

The members of the Board Committees (except the CEO) are entitled to attendance fees amounting to EUR 3,500 per meeting for the chair of a Committee and EUR 2,500 per meeting for the other members of the Committee. The attendance fees are allocated to the non-Executive Directors from the aforementioned lumpsum amount (and deducted therefrom) before determining their director's fee. Directors' fees and attendance fees are therefore two separate items paid out from the same lump-sum amount.

1.2.2. Other remuneration

The non-Executive Directors do not receive any remuneration other than the aforementioned statutory lumpsum remuneration , except for the Chair who receives an annual fixed remuneration of EUR 150,000. They may, however, be reimbursed for expenses incurred by their participation in the meetings of the Board of Directors and its Committees. Non-Executive Directors do not receive stock options.

1.2.3. Recommendation to remunerate Directors in shares of the Company

As explained in the Corporate Governance Statement included in the Annual report, the Board of Directors has opted not to pay all or part of the remuneration of the non-Executive Directors in Company shares (provision 7.6 of 2020 CG Code). However, on the recommendation of the Remuneration Committee, the Board of Directors has invited the non-Executive Directors to acquire Sofina shares representing the equivalent of one year's gross director's fees as of 2021. These shares must be kept for a period of three years after their acquisition and for at least one year after the Director has left the Board. This invitation aims to contribute to the alignment between the interests of the non-Executive Directors and the shareholders.

1.2.4. Assessment of the Directors' remuneration

The Remuneration Committee relies on the knowledge and experience of its members, acquired in Belgium and internationally, to regularly examine the relevance of the Remuneration policy applied to the non-Executive Directors. The Remuneration Committee can, if it so wishes, call upon the services of a specialised external consultant. It is careful to maintain a level of remuneration for non-Executive Directors that is sufficiently competitive to attract candidates with the abilities required to achieve the growth ambitions of the Company and reflect its internationalisation. The appointment of new Directors in the past few years has provided opportunities to measure both the relevance of the Remuneration policy and the level of the statutory remunerations.

1.2.5. Appointment of the non-Executive Directors

The non-Executive Directors are appointed by the General Meeting of Shareholders at simple majority of the votes and may be dismissed by the General Meeting of Shareholders at any time, with immediate effect and without reason.

2. Remuneration of the CEO and the other members of the Leadership Council

2.1. Procedure

The remuneration applicable to the members of the Leadership Council is approved by the Board of Directors upon proposal of the Remuneration Committee. To prevent any conflicts of interest in determining, reviewing and implementing the Remuneration policy, neither the CEO nor any other member of the Leadership Council takes part in the deliberations of the Remuneration Committee concerning his/her own remuneration. The Remuneration Committee may hold sessions without any member of the Leadership Council whenever it deems appropriate. All decisions concerning the remuneration of members of the Leadership Council are, moreover, subject to the provisions of the BCCA on conflicts of interest where applicable.

The Remuneration Committee regularly reviews this Remuneration policy and assesses whether there is any need to adapt it in order to attract new talents, retain the existing members and to share the value created, bearing in mind the strategic ambitions, size and characteristics of the Company. This review may take place with the assistance of a specialised consultant. In addition, a benchmarking of remunerations applicable to CEOs and executive management of comparable companies is performed periodically. Such a comparative study undertaken with an external consultant is usually carried out every three years.

2.2. Remuneration policy

The remuneration of the CEO and that of the other members of the Leadership Council comprise the following components:

• (i) a fixed amount;
• (ii) a variable amount; and
• (iii) a group insurance and other components described in more details below.

This Remuneration policy is in line with the general framework of remunerations of the Sofina group since many members of the personnel may be included in the Long-term incentive plan described below or benefit from stock options. They can also benefit from the group insurance and other remuneration components.

The most important difference between the remuneration of members of the Leadership Council and that of the other members of the personnel included in the LTIP and benefitting from stock options is the higher weight of the variable remuneration compared to the fixed remuneration. This is justified by the more important autonomy, decision power, and the responsibilities of the members of the Leadership Council.

The Board of Directors has decided that the CEO and the other members of the Leadership Council are not required to hold a minimum level of shares in the Company (provision 7.9 of 2020 CG Code), since they are sufficiently exposed to fluctuations in the Company's share market price through the number of Sofina stock options granted annually, and which they are not permitted by contract to exercise within the first three years of being granted. In addition, for Belgian residents, tax is payable on these options upon acceptance.

2.2.1. Fixed remuneration

The fixed remuneration of the CEO and of the other members of the Leadership Council is decided by the Board of Directors upon proposal of the Remuneration Committee.

The remuneration of the CEO is indexed annually based on the consumer prices index and the remuneration of the other members of the Leadership Council is indexed annually based on the health index (moving average). The fixed remuneration is also adjusted periodically in line with the results of periodical benchmarking exercises and the level of seniority in the position. The Board of Directors also takes into account the collegial performances of the Leadership Council, as discussed with the CEO.

2.2.2. Variable remuneration

The variable remuneration of the CEO and of the other members of the Leadership Council includes two main separate components which are not linked to one another in terms of the conditions under which they are granted and/or exercised: the Long-term incentive plan and the stock options.

These two components of the variable remuneration are based on pluriannual periods, allowing the long-term vision and sustainable value creation and ensuring consistency between Sofina's strategy and its Remuneration policy. They increase the alignment between their beneficiaries and the Company's shareholders.

The proportion of the variable remuneration allocated under the LTIP compared with the fixed remuneration and the number of stock options granted are determined based on the level of seniority and responsibility. It is however not set as a multiple of the fixed gross remuneration. The pay-out under the LTIP should, in principle, represent between zero and four times their fixed gross remuneration, depending on the result of the performance test and on the NAVPS (i.e. the Company's net asset value per share as further defined in the glossary of the Annual Report). The stock options granted should represent between half and one time their fixed gross remuneration (depending on the share price at the time of grant of the stock options) 2 .

a) Long-term incentive plan (LTIP)

The Long-term incentive plan has been set up for the benefit of the CEO and the other members of the Leadership Council. The rules applicable to the Performance Share Units ("PSU") issued in the framework of the LTIP and set out below are laid down in terms and conditions (the "PSU Terms and Conditions") made available to the beneficiaries.

In the framework of this plan, a stable amount of the available PSU is offered every year to the CEO, the other members of the Leadership Council, the members of the Management Group³ and employees, depending on their level of responsibility and position.

Four-year cohorts issued under the previous remuneration policy vesting until 2026

PSU of the cohorts 2021-2024, 2022-2025 and 2023-2026 have been issued under the LTIP that was in place prior to the entry into force of this new Remuneration policy. These PSU are set to vest at the end of the last year of their relevant cohort on the basis of a single relative performance criterion, being the annualised performance of the ANAVPS (i.e. the Company's net asset value per share minus an amount equal to twice the gross dividend per share distributed during the relevant year, as further defined in the glossary of the Annual report), compared to the performance of the MSCI ACWI Net Total Return EUR Index (the "MSCI ACWI")⁴ over the relevant fouryear cohort. If the annualised performance of the ANAVPS, gross dividends reinvested, compared to the performance of the MSCI ACWI during the relevant cohort is:

• (i) negative (i.e. underperformance), no PSU allocated to a beneficiary shall vest;
• (ii) equal (i.e. equal performance), 15% of all the PSU allocated to and accepted by a beneficiary (the "Target Number of PSU") shall vest;
• (iii) higher than 4%, all the PSU allocated to and accepted by a beneficiary (the "Maximum Number of PSU") shall vest; and
• (iv) between 0% and 4%, the number of PSU that shall vest will vary on a linear basis between the Target Number of PSU and the Maximum Number of PSU.

If the annualised performance of the ANAVPS is equal or higher than the performance of the MSCI ACWI, an amount is paid in cash to the holder of vested PSU, which is equal to the number of vested PSU, multiplied by the sum of:

(i) the NAVPS (i.e. the Company's net asset value per share, as further defined in the glossary of the Annual Report), as indicated in the consolidated accounts audited at the end of the last year of the four-year cohort; and

² Stock options are valued at their tax value as determined by Article 43 of the Law of 26 March 1999 on the 1998 Belgian action plan for employment.

³ The Management Group refers to the Managing Directors who are not part of the Leadership Council and the members of the teams Investment, Tax & Legal, Human Resources and Corporate Services, who qualify as (senior) managers in the Sofina group.

⁴ The MSCI ACWI has been chosen as the Company's benchmark index since it is a World Index (WI) that includes All Countries (AC), in line with the Sofina global investment strategy (Bloomberg: NDEEWNR) .

(ii) the sum of the gross dividends per share paid by the Company over the same period.

Consequently, if the annualised performance of the ANAVPS is lower than that of the MSCI ACWI over the fouryear period, the CEO and the other members of the Leadership Council will not be entitled to any variable remuneration under the LTIP.

Four-year cohorts issued as from 2024 under the new Remuneration policy

Four-year cohorts will continue to apply in respect of PSU newly issued as from 2024. They will vest at the end of the last year of the relevant cohort in certain proportions defined on the basis of the three following performance criteria (vs a single criterion in the cohorts issued until 2023):

(i) a relative performance criterion (40% weight), being the annualised performance of the ANAVPS (i.e. the Company's net asset value per share minus an amount equal to twice the gross dividend distributed during the relevant year, as further defined in the glossary of the Annual Report), gross dividends reinvested, compared to the performance of the MSCI ACWI over the relevant four-year period.

The relative performance criterion will be met if the annualised performance of the ANAVPS, gross dividends reinvested, is equal or higher than the performance of the MSCI ACWI over a four-year period. The vesting proportion shall range from a quarter of the PSU vesting against this criterion at equal performance, to linear vesting in case of overperformance between 0% and 4%, and full vesting at a 4% overperformance. In addition, if the overperformance exceeds 4%, PSU set to vest against another performance criterion which did not vest under that other criterion, shall vest against this relative performance criterion up to a certain limit⁵ .

• (ii) an absolute performance criterion (40% weight), being the annualised performance of the ANAVPS (i.e. the Company's net asset value per share minus an amount equal to two times the gross dividend distributed during the relevant year, as further defined in the glossary of the Annual Report), gross dividends reinvested, over the relevant four-year cohort. The vesting proportion shall range from a quarter of the PSU vesting against this criterion at 6% absolute performance, to linear vesting in case of absolute performance between 6% and 10%, and full vesting at a 10% absolute performance. In addition, if the absolute performance exceeds 10%, PSU set to vest against another performance criterion which did not vest, shall vest against this absolute performance criterion up to a certain limit⁶ ; and
• (iii) an ESG performance criterion (20% weight), being a single criterion or basket of ESG criteria in line with Sofina's ESG strategic objectives (on its portfolio and/or on its own operations) including Sofina's SBTi ("Science Based Target initiatives") commitments. Again, in case of overperformance against the ESG criterion, PSU set to vest against another performance criterion which did not vest, shall vest against this ESG performance criterion up to a certain limit⁷ . For the 2024-2027 cohort, the ESG criterion is the percentage of Sofina Direct (i.e. the portfolio of Sofina's direct investments) committed to SBTi, to be assessed against a target proportion set by the Board of Directors, on the recommendation of the Remuneration Committee.

Every year, prior to the issuance of PSU for a new cohort (including the transitory cohort set out below), the Board of Directors, on the recommendation of the Remuneration Committee, determines for such cohort:

(i) the total number of PSU available for the group of beneficiaries for the four-year cohort as well as the

⁵ If the annualised overperformance is between 4% and 5%, the vesting will be linear (between 100% and 125% of the PSU vesting against the relative performance criterion). If the overperformance is higher than 5%, 125% of the PSU vesting against this relative performance criterion shall vest. The total number of PSU vesting under the relative performance criterion shall hence always be capped at 50% of the Maximum Number of PSU accepted by the beneficiaries for each four-year cohort.

⁶ If the annualised absolute performance is between 10% and 11.5%, the vesting will be linear (between 100% and 125% of the PSU vesting against the absolute performance criterion). If the absolute performance is higher than 11.5%, 125% of the PSU vesting against this absolute performance criterion shall vest. The total number of PSU vesting under the absolute performance criterion shall hence always be capped at 50% of the Maximum Number of PSU accepted by the beneficiaries for the same four-year cohort.

⁷ The total number of PSU allocated to a beneficiary and vesting under the ESG performance criteria shall always be capped at 24% of the total number of PSU accepted by such individual for the same four-year cohort.

number of those PSU that will be offered to the CEO and the other members of the Leadership Council⁸ ;

• (ii) whether the specific thresholds described above for the relative performance and the absolute performance criteria remain unchanged and if not, refines such thresholds; and
• (iii) the specific ESG performance criterion (or a basket of ESG criteria) as well as the target(s) to be met for the vesting of the PSU.

At the end of the last year of the cohort, performance tests against the three performance criteria are made. On that basis, the Board of Directors, on the recommendation of the Remuneration Committee, validates the number of PSU effectively vesting (if any).

In case of satisfaction of the performance tests, an amount is paid in cash to the holder of vested PSU, which is equal to the number of vested PSU multiplied by the sum of:

• (i) the NAVPS (i.e. the Company's net asset value per share, as further defined in the glossary of the Annual Report), as indicated in the consolidated accounts audited at the end of the last year of the four-year cohort; and
• (ii) the sum of the gross dividends per share paid by the Company over the same period.

Consequently, if none of the performance criteria is met, the CEO and the other members of the Leadership Council will not be entitled to any variable remuneration under the LTIP.

Transitory cohort 2024-2026

In order to accelerate the application of the new performance criteria as from 2024, PSU will be issued in respect of a 3-year transitory cohort covering the 2024-2026 period (the "Transitory PSU"). The transitory cohort described in this section will only be issued once, in 2024. This grant will be in addition to the 2024 ordinary grant under the new Remuneration policy described in the previous section.

The Transitory PSU are not offered to increase the overall pay-out under the LTIP, but to include additional vesting criteria in the LTIP as from 2024. As a result, the total number of PSU vesting at the end of the cohorts 2021-2024, 2022-2025 and 2023-2026 cannot exceed the number of PSU that were allocated to and accepted by a beneficiary at the time of issuance of the PSU relating to such cohorts (the Transitory PSU not being included in this number).

Transitory PSU will be offered to the CEO, the other members of the Leadership Council, other members of the Management Group and certain employees of the Sofina group personnel for a 3-year cohort, that will vest according to the two following performance vesting criteria:

• (i) an absolute performance criterion (66% weight), as described above; and
• (ii) an ESG performance criterion (33% weight), as described above.

The Transitory PSU will vest partially at the end of each year of the cohort in accordance with the performance tests, with a maximum proportion of: 26% of Transitory PSU in 2024, 33% in 2025 and 41% in 2026.

The several performance tests shall be the same as for the new four-year cohorts, except that these tests will be made at the end of each year since a portion of PSU can vest at the end of each year. The calculation of the pay-out will be made in accordance with the calculation applying for the four-year cohorts.

Bad leaver situation

In the event of departure of the CEO or another member of Executive Management in "Bad Leaver" circumstances (such as serious negligence, wilful misconduct or serious misconduct), the PSU held by these individuals will be null and void and will not give rise to any payment.

⁸ The number of PSU made available to the CEO and the other members of the Leadership Council for a given cohort usually represents around 45% of the total number of PSU made available for a given cohort at group level. This share in the number of PSU made available to the CEO and other members of the Leadership Council for a given cohort could slightly vary depending on the evolution within the organisation, without this entailing a change to the present Remuneration policy.

b) Stock options

Stock option plans are set up notably for the benefit of the Leadership Council in application of the Law of 26 March 1999 on the Belgian action plan for employment 1998 comprising various provisions. The stock option allocation policy is summarised below.

Every year, the Board of Directors decides on the allocation of a number of stock options under a stock option plan (a "Stock Option Plan") on the recommendation of the Remuneration Committee and as part of an overall envelope set by the latter. As with the LTIP, stock options can also be offered to the Management Group and to other members of the personnel.

The number of options offered under the Stock Option Plans remains stable from one year to the other and the number of stock options offered to the members of the Leadership Council, the Management Group or other members of the personnel depends on their level of responsibility. The terms and conditions under which options are exercised are laid down in the Stock Options Allocation Regulations made available to the stock option beneficiaries.

Each option accepted allows its holder to acquire a share in the Company which will give the holder the same rights and obligations, on the exercise date, as the other shares issued by Sofina.

The strike price of stock options corresponds to the lowest of the amount equal to (i) the average of the closing prices on the 30 calendar days prior to the day of the offer and (ii) the closing price of the share on the day before the offer, in accordance with the requirements of the Law of 26 March 1999 referred to above.

Under these Stock Option Plans, the options can be exercised as of 1 January of the fourth calendar year after the year of the offer (the "First Exercise Date") and the day before of the 5th anniversary of the day of the offer, with a possible extension until the day before the 10th anniversary of the day of the offer, depending on the choice expressed by each beneficiary.

Option holders will lose their right to exercise the options at the end of their contractual relationship with the Company or with one of its subsidiaries, save in the event of retirement or other circumstances laid down in the Stock Options Allocation Regulations.

Options which have not been exercised before their final maturity date will have no legal force and may therefore no longer be exercised after this date.

In accordance with the Stock Option Allocation Regulations, the Board of Directors reserves the right to authorise, on a discretionary basis, derogations from the provisions governing the conditions of the Stock Option Plans under which options are exercised, individually or collectively, but without restricting the rights of the beneficiaries or extending the period during which the options can be exercised beyond their normal maturity date.

Finally, the Board of Directors may also, on a discretionary basis and upon recommendation of the Remuneration Committee, issue an additional number of stock options under an existing Stock Option Plan or under an ad-hoc stock option plan it would set up, to member(s) of the Leadership Council or Management Group for recruitment, retention, rotation or special remuneration purposes. The conditions under which such stock options are exercised will be laid down in the relevant Stock Options Allocation Regulation made available to the stock option beneficiaries.

c) Collective bonus

Sofina also reserves the possibility of paying all members of personnel (with the exception of the CEO who is selfemployed) a bonus if certain collective goals are achieved. The collective goals, set by the Operations Table, vary from one year to another and usually concern a reduction in the Sofina group's carbon or social footprint or the well-being or training of its employees.

2.2.3. Group insurance: pension commitment, death benefit and disability allowance

The CEO, the other members of the Leadership Council and of the Management Group as well as most of the Sofina personnel benefit from a "cash balance" pension plan⁹ . This pension plan aims to provide a better response to the context of international mobility that currently applies within the Sofina group. This pension commitment is funded by a branch 23 collective capitalisation group insurance chosen by an investment committee made up of internal and external experts.

In addition to this basic pension plan, Sofina has also taken out a "defined contribution" plan which has been in place for many years. The savings built up under this plan are vested in the event of death or retirement.

In the event of the death of a member of personnel, his/her beneficiaries are entitled to capital amounting to the built up savings, with a minimum of four times the benchmark gross fixed annual remuneration of the deceased through the cash balance plan. The group insurance also covers the risk of disability.

2.2.4. Other components of the remuneration

Sofina incurs annual costs for hospitalisation and healthcare insurance and Directors' and Officers' liability insurance for the members of the Leadership Council. In addition, the Company provides a company car for the latter, and reimburses all their business expenses (including representation and travel expenses) incurred when performing their duties as well as their trainings. Sofina also contributes to the expenses of expatriates. The members of the Leadership Council also benefit from a laptop and contributions towards communication tools.

If a member of the Leadership Council were to relocate, the Company may intervene in the relocation costs.

These other components of the remuneration can also be granted to other members of personnel of the group.

2.3. Contractual conditions of the CEO and the other members of the Leadership Council

The CEO is bound by a services agreement of indefinite duration with the Company and has a self-employed social status. The provisions of the services agreement do not provide for a severance allowance at the end of the term of office, whether the departure is voluntary, forced, premature or scheduled.

The other members of the Leadership Council are bound by an employment agreement of indefinite duration with the Company. They have the social status of employee. As for the CEO, these employment agreements do not provide for any severance allowance, whether the departure is voluntary, forced, premature or scheduled. The employment law provisions will, however, apply to the extent provided by law.

The Board of Directors, upon proposal of the Remuneration Committee, may provide a fixed term to the mandate of members of the Leadership Council as it deems appropriate, depending on the circumstances of their appointment and/or rotation purposes and takes this fixed term into account when determining their remuneration.

Contrary to what is recommended in provision 7.12 of the 2020 CG Code, the Company does not have the right to recover variable remuneration. However, as indicated above, both the PSU Terms and Conditions and the Stock Options Allocation Regulations provide for the loss of future economic benefits in certain circumstances such as serious negligence or wilful or serious misconduct.

These contractual conditions are in line with the contractual conditions applicable for the other members of personnel of the Sofina group.

3. Remuneration policy for the next four years

Subject to the approval of the Annual General Meeting of Shareholders to be held on 8 May 2024, this Remuneration policy will be applicable with retroactive effect as of 1 January 2024 and will replace the previous remuneration policy. It will, in principle, remain in force until the Annual General Meeting of Shareholders to be held in May 2028. The Remuneration policy will, however, be submitted to the Annual General Meeting of Shareholders for approval in a separate vote whenever a major modification is made and, in any case, at least

⁹ The plan in force prior to this change was a "defined benefit" plan. The CEO, the other members of the Leadership Council and most of the personnel have opted for this cash balance plan. This plan guarantees the capitalisation of the employer's contributions at the benchmark interest rate, set at 3%. If the return obtained on the investments managed by the plan exceeds this rate structurally, the excess return is shared between Sofina and the beneficiaries.

every four years.

The Company reserves the right to deviate temporarily from this Remuneration policy provided that the conditions laid down in Article 7:89/1 of the BCCA are satisfied and the deviations have been approved by the Board of Directors, on the recommendation of the Remuneration Committee.

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