Solvac S.A. — AGM Information 2022

Apr 8, 2022

Ordinary General Shareholders' meeting

on Tuesday May 10, 2022 at 2:30 pm

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Agenda

• 1. Management Report 2021 and External Auditor's Report on the annual accounts.
• 1. Consolidated accounts 2021 and External Audit Report on the consolidated accounts.
• 1. Approval of annual accounts 2021 Distribution of earnings and setting of dividend.

It is proposed to approve the annual accounts as well as the distribution of earnings for the year and to set the gross dividend per share at 5.44 EUR, after deduction of interim dividends respectively on August 17, 2021 (3.26 EUR gross) and on December 28, 2021 (2.18 EUR gross), the latter being final one.

1. Discharge of liability to be given to Board members and to the External Auditor for operations for the year 2021.

It is proposed to discharge liability of a) the Board members and b) the External Auditor in office for the operations relating to the year 2021.

1. Approval of the compensation report 2021

It is proposed to approve the compensation report found in the Declaration of Corporate Governance.

1. Changes to the Remuneration Policy

It is proposed to approve the following changes to the Remuneration Policy approved by the Ordinary General Meeting of May 11, 2021:

• a. Increase in the amount of attendance fees allocated to Directors: proposal that the attendance fees which had been set by the Ordinary General Meeting of 2013 at EUR 2,000 gross per meeting for each Director and at EUR 4,000 gross per meeting for the Chairman be increased at respectively EUR 2,500 gross and EUR 5,000 gross.
• b. Remuneration of the members of the Audit Committee and of the Nomination Committee: proposal to allocate (i) to the members of the Audit Committee a remuneration of EUR 1,000 gross per meeting and of EUR 2,000 gross per meeting for the Chairman of the Committee and (ii) to the members of the Nomination Committee a remuneration of EUR 750 gross per meeting and EUR 1,500 gross per meeting for the Chairman of the Committee.
• 1. Board of Directors Nomination Term renewals
  2. a. For personal reasons, Mr. Bernard de Laguiche did not wish to continue his term of Director. The Board of Directors proposes to the Ordinary General Meeting to appoint Mr. Melchior de Vogüé as Director for a period of 4 years. His term will expire at the end of the Ordinary General Meeting of May 2026.

SOLVAC S.A. – Champs Elysées street 43 – B-1050 Brussels – Belgium – T : +32 (2) 639 66 30 – F : +32 (2) 639 66 31 RPM 0423 898 710 - BNP Paribas Fortis IBAN BE 17 2100 0487 6021 – BIC GEBABEBB - www.solvac.be

• b. The terms of Mr. Jean-Patrick Mondron, Mr. Marc-Eric Janssen de la Boëssière-Thiennes, Baron Vincent de Dorlodot and Mrs. Marion De Decker-Semet expire at this General Meeting.
  • (i) The Board of Directors proposes to reelect Mr. Jean-Patrick Mondron for a new term of 4 years, which will expire at the end of the Ordinary General Meeting of May 2026.
  • (ii) The Board of Directors proposes to reelect Mr. Marc-Eric Janssen de la Boëssière-Thiennes for a new term of 4 years, which will expire at the end of the Ordinary General Meeting of May 2026.
  • (iii) The Board of Directors proposes to reelect Baron Vincent de Dorlodot for a new term of 4 years, which will expire at the end of the Ordinary General Meeting of May 2026.
  • (iv) The Board of Directors proposes to reelect Mrs. Marion De Decker-Semet for a new term of 4 years, which will expire at the end of the Ordinary General Meeting of May 2026.
• c. The Board of Directors proposes to the General Meeting to note that Mr. Melchior de Vogüé meets the independence criteria set by the Code of Companies and Associations and the Code of Corporate Governance.
• d. The Board of Directors proposes to the General Meeting to note that Baron Vincent de Dorlodot meets the independence criteria set by the Code of Companies and Associations and the Code of Corporate Governance.
• e. The Board of Directors proposes to the General Meeting to note that Mrs. Marion De Decker-Semet meets the independence criteria set by the Code of Companies and Associations and the Code of Corporate Governance.
• 1. External Auditor
  2. a. Appointment of a new External Auditor

The term of Deloitte as Statutory Auditor of the Company expires at the end of this General Meeting. It is proposed to appoint EY Statutory Auditor, having its registered office at De Kleetlaan, 2, 1831 Diegem and bearing company number 0446.334.711 as Auditor for a period of three years ending after the Meeting General Ordinary of 2025.

For the exercise of this mandate, EY Statutory Auditor will be represented by Mrs. Marie Kaisin, Company auditor.

b. Determination of the External Auditor's fees

It is proposed to set the annual audit fees of the Statutory Auditor, which include the audit of the statutory accounts as well as the consolidation, at 10,500 EUR excluding VAT.