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

Apr 8, 2022

Solvac S.A. Champs Elysées street, 43 - 1050 Brussels Company N ° 0423.898.710

EXPLANATORY NOTE

GENERAL SHAREHOLDERS' MEETING ON TUESDAY MAY 10, 2022

This note was drawn up in application of article 7:129 §3,4 of the Belgian Companies and Associations Code and contains explanations on each item listed on the agenda for the General Shareholders' Meeting.

For more information on the General Shareholders' Meeting and the applicable procedures, we refer you to the text of the convening notice which can also be found on Solvac's website.

1. Management Report 2021 and External Auditor's Report on the annual accounts.

The Board of Directors drew up a management report on operations for the year 2021 – including the Declaration of Corporate Governance - in which all legally required elements are addressed. The External Auditor has submitted his report without reservation.

The documents are available on the Solvac's website and were given to the shareholders.

This item is used for communication purposes only and does not require adoption of a motion.

2. Consolidated accounts 2021 and External Audit Report on the consolidated accounts

The consolidated accounts 2021 were verified and approved by the Board of Directors. The External Auditor has submitted his report without reservation.

The documents are available on the Solvac's website and were given to the shareholders.

This item is used for communication purposes only and does not require adoption of a motion.

3. Approval of annual accounts 2021 – Allocation of earnings and setting of dividend.

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

A copy of the annual accounts is available on the Solvac's website. They were given to the shareholders.

The Belgian Companies and Associations Code requires that the General Shareholders' Meeting approves by a separate vote each year the annual accounts as well as the distribution of earnings and setting of the dividend.

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

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

It is proposed to discharge the liability of the Board members and to the External Auditor in office during the financial year 2021 for the operations relating to this year.

In accordance with the Belgian Companies and Associations Code, the General Shareholders' Meeting must, after approval of the annual accounts, approve by special vote the discharge of liability for the Board members and for the ExternalAuditor.

5. Approval of the Compensation Report 2021

It is proposed to approve the compensation report found in point 7.8 of the Declaration of Corporate Governance.

The Belgian Companies and Associations Code requires that the General Shareholders' Meeting approves the Compensation report each year by a separate vote. This report provides information regarding the compensation of Board members.

6. Change to the Remuneration Policy

It is proposed to approve the following changes to the Compensation 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.

The Companies and Associations Code requires that the General Assembly decides in the event of a significant modification to the Remuneration Policy.

7. Board of Directors - Nomination - Terms Renewals

• 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.
• 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.

It is proposed to re-elect successively, for a period of 4 years, which will expire at the end of the Ordinary General Meeting of May 2026

• (i) Mr. Jean-Patrick Mondron
• (ii) Mr. Marc-Eric Janssen de la Boëssière-Thiennes
• (iii) Baron Vincent de Dorlodot
• (iv) Mrs. Marion De Decker-Semet
• c. It is proposed to note that Mr. Melchior de Vogüé meets the independence criteria set by the Belgian Companies and Associations Code and the Corporate Governance Code.
• d. It is proposed to note that Baron Vincent de Dorlodot meets the independence criteria set by the Belgian Companies and Associations Code and the Corporate Governance Code.
• e. It is proposed to note that Mrs Marion De Decker-Semet meets the independence criteria set by the Belgian Companies and Associations Code and the Corporate Governance Code.

Mr. Jean-Patrick Mondron and Mr. Marc-Eric Janssen de la Boëssière-Thiennes have lost their status as independent Directors given their seniority of more than 12 years on the Board of Directors of Solvac.

Taking into consideration the advice of the Nomination Committee, the Board of Directors recommends adoption of these resolutions by the General Shareholders' Meeting.

For more information regarding Mr. Melchior de Vogüé, we refer the shareholders to the curriculum vitae, which can be found on the Solvac's website and has been sent to the shareholders.

For more information regarding Mr. Jean-Patrick Mondron, Mr. Marc-Eric Janssen de la Boëssière-Thiennes, Baron Vincent de Dorlodot and Mrs. Marion De Decker-Semet, we refer the shareholders to point 4. "Board of Directors" appearing in the annual report.

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.

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.