Solvac S.A. — Proxy Solicitation & Information Statement 2022

Apr 8, 2022

To be valid, this form must be received by Solvac SA no later than Wednesday, May 4, 2022

P R O X Y

I, the undersigned (name, first name and address to be completed)

owner of the number of registered shares mentioned above, on the record date of Tuesday April 26, 2022 at midnight, from Solvac SA, with registered office at 43, Champs Elysées street at 1050 Brussels, hereby grant authority to:

Last name First Name :

Address :

or, failing that, to Mr. Luc Lebrun each with right of substitution,

to represent me in the General Meeting of Solvac SA that will take place on Tuesday 10 May 2022 at 2.30 p.m. (Belgian time) and to vote in my name on all the items on the agenda.

The proxy may also sign all deeds, documents, minutes, attendance lists and other documents relating to the General Meeting and, in general, do whatever is necessary to fulfil this mandate.

Legal entity shareholders must specify the name(s), first name(s) and capacity of the physical person(s) who sign(s) this proxy form on their behalf. The physical person(s) hereby declare(s) and warrant(s) to Solvac SA to have full authority to execute this proxy form.

Solvac SA must be provided with this proxy, duly completed and signed, by 4 May 2022 at the latest. In addition, shareholders must comply with the registration procedure described in the convening notice to the General Meeting. The proxy may be sent by mail to the company's registered office: Solvac SA, General Meeting, 43, Champs Elysées street - 1050 Brussels, or by e-mail to ag.solvac@solvac.be , or by fax to +32 (0)2.639.66.31.

As indicated in the convening notice, instead of using this proxy, shareholders may use the Lumi Connect platform to complete and submit their proxy electronically. In this case, in order to be valid, the proxy must be submitted directly on the Lumi Connect platform by 4 May 2022 at the latest.

Each proxy must provide precise voting instructions for each item on the agenda.

In the absence of indication on how to vote for one or more of the resolutions proposed below or if the instructions as to the meaning of the vote given by the shareholder are not clear, this will constitute an instruction to vote in favour of the relevant proposed resolution(s).

• 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

• 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. FOR AGAINST ABSTAIN

• Discharge of liability to be given to Board members and to the Auditor for operations for the year 2021 It is proposed to discharge liability a) of Board member FOR AGAINST ABSTAIN b) of the External Auditor FOR AGAINST ABSTAIN working in 2021 for the operations relating to this year

• Approval of the compensation report 2021

It is proposed to approve the compensation report included in the Declaration of Corporate Governance
	FOR		AGAINST		ABSTAIN	

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. FOR AGAINST ABSTAIN
• 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 an attendance fee 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 an attendance fee of EUR 750 gross per meeting and EUR 1,500 gross per meeting for the Chairman of the Committee. FOR AGAINST ABSTAIN
• 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.

			FOR		AGAINST		ABSTAIN	
	b)	It is proposed to reelect :
		(i) Mr. Jean-Patrick Mondron for a new period of 4 years, which will expire at the end of the Ordinary General
		Meeting of May 2026.	FOR		 AGAINST		ABSTAIN	
		(ii) Mr. Marc-Eric Janssen de la Boëssière-Thiennes for a new period of 4 years, which will expire at the end of the Ordinary General Meeting of May 2026.
			FOR		 AGAINST		ABSTAIN 
		(iii) Baron Vincent de Dorlodot for a new period of 4 years, which will expire at the end of the Ordinary General
		Meeting of May 2026.	FOR		 AGAINST		ABSTAIN	
		(iv) Mrs. Marion De Decker-Semet for a new period of 4 years, which will expire at the end of the Ordinary General
		Meeting of May 2026.	FOR		 AGAINST		ABSTAIN	
	c)	It is proposed 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.
			FOR		AGAINST		ABSTAIN	
	d)	It is proposed 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.
			FOR		AGAINST		ABSTAIN	
	e)	It is proposed 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.
			FOR		AGAINST		ABSTAIN	
8.		External Auditor
	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.

FOR 	AGAINST		ABSTAIN	
----------	---------	---	---------	---

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.

FOR AGAINST ABSTAIN

In case shareholders, in accordance with Article 7:130 of the Code of Companies and Associations, exercise their right to add items to the agenda and/or to submit resolution proposals with regard to existing agenda items or new items to be added to the agenda, proxies submitted prior to the publication of the revised agenda shall remain valid for the agenda items that they cover. Solvac SA will also make the revised agenda and a revised model of shareholder proxy form available on its website (https://www.solvac.be/gouvernance/assemblees-generales) at the latest on 25 April 2022, in order to allow shareholders who would wish to give specific voting instructions on the new agenda items and/or new/alternative proposed resolutions.

In case new/alternative proposed resolutions are submitted with respect to existing agenda items after the notified proxies, the proxy holder shall abstain from voting on the new/alternative proposed resolutions. However, in this case, shareholders will have the possibility to send a new proxy to Solvac SA, using the revised proxy form mentioned in the previous paragraph.

Data Protection

Solvac SA is responsible for the processing of the personal data it receives from shareholders and proxy holders in the context of the General Meeting in accordance with the laws in force relating to data protection, including European Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR).

These personal data essentially consist of identification data of the shareholders, their representatives or proxy holders, contact data (e.g. postal address, telephone number, e-mail address), the number and type of shares, intention to participate, attendance at the general meeting, questions asked, votes cast, etc.

This data will be used in order to prepare and manage attendance and the voting process relating to the General Meeting, as described in the convocation and will be passed on to third parties assisting the company for the aforementioned purposes, in particular Lumi. This processing of personal data is necessary in order to meet the legal obligations of Solvac SA. If Solvac SA fails to process this personal data, it will not be able to allow the person concerned to be present or to be represented at the General Meeting and/or to record the vote as a shareholder of Solvac SA.

This information will not be kept longer than necessary for the same purposes, i.e. 10 years after the General Meeting is held.

For more information, shareholders and corporate officers can consult the "Data Protection and Privacy Policy" via the link https://www.solvac.be/politique-de-confidentialite/

As set out in our Data Protection Policy referred to above, you also have rights over your personal data in accordance with the conditions and within the applicable legal limits, namely the right of access to your personal data, the rectification or erasure of these as well as the right to limit processing, the right to object to processing, the right to data portability and the right to lodge a complaint with the supervisory authority competent – in Belgium, the Data Protection Authority.

You can exercise your rights mentioned above by contacting Solvac SA, Champs Elysées street, 43 at 1050 Brussels – Belgium (tel +32 2 639 66 30 / email: contact@solvac.be ).

We draw your attention to the fact that proxy votes will be counted in advance and systematically recorded for each point. It is recalled that one share is equal to one vote.

Signed at , on 2022.

Signature(s) must be preceded by the notation "Good for Authorization"