Texaf S.A. — AGM Information 2021

Apr 10, 2021

Registered office: avenue Louise 130A, B-1050 Brussels (Belgium)

Register of Legal Entities number 0403.218.607 (Brussels)

The Board of Directors of TEXAF, SA (the "Company") invites the shareholders to the Shareholders' Meeting on Tuesday 11 May 2021 at 11 a.m. to discuss and vote on the items on the following agenda.

Due to the lockdown measures, and in accordance with Article 34 of the articles of association, the meeting shall be held electronically. The website www.texaf.be provides the information needed to be able to attend the meeting.

AGENDA

• 1. Annual board report report on the annual accounts and the consolidated annual accounts for the period ending 31 December 2020.
• 1. Auditor's reports on the annual accounts and the consolidated annual accounts for the period ending 31 December 2020.
• 1. Special report of the Board of Directors, which was drawn up pursuant to Article 7:197 of the Belgian Code of Companies and Associations, relating to the contribution in kind within the framework of an optional dividend.
• 1. Proposal to approve the annual accounts for the period ending 31 December 2020 and the appropriation of result. Proposal to distribute EUR 4,633,118 EUR i.e., EUR 1.28571 (EUR 0.90 net) per share, which will be payable as of 28 May 2021 at the counters of Belfius bank for coupon No. 1'. If the extraordinary shareholders' meeting approves the creation of authorised capital, this net amount may be reinvested by each shareholder to increase the registered capital ("optional dividend").
• 1. Proposal to approve the compensation policy.
• 1. Proposal to approve the variable remuneration of the executive directors.
• 1. Proposal to approve the remuneration report for financial year 2020.
• 1. Proposal to grant release from liability to the directors for their management and to the auditor for its audit tasks.
• 1. Proposal to renew the office of Mss. Charlotte Croonenberghs, Danielle Knott, Pascale Tytgat, Messrs. Philippe Croonenberghs, Christophe Evers and Michel Gallez as directors for a period of two years, which will expire at the shareholders' meeting in 2023. Mss. Danielle Knott and Pascale Tytgat stand as independent directors.
• 1. Proposal to elect as independent director Mr. Joseph Fattouch (1990), Avenue Pierre et Marie Curie 82, 1050 Ixelles, for a period of two years, which will expire at the shareholders' meeting in 2023. The compensation of Mr. Fattouch is described in the remuneration report.

Master in Business Engineering (Summa Cum Laude) from Solvay Brussels School (ULB). As a consultant at McKinsey and Roland Berger, he has provided his services to several industrial companies on major strategic, operational and technological topicss. He then became advisor to two Belgian ministers (including the current Prime Minister), led Belgian policy on digitization, artificial intelligence and digital skills, founded AI4Belgium and led the Data Against Corona working group. He currently works at Waterland, an independent private equity firm, which focuses on growing Belgian SMEs. He also supported Texaf in setting up its digital campus in Kinshasa and in developing its technological investment strategy. It supports the Samilia Foundation (fight against human trafficking), contributed to the development of the most important 4-year program of UNICEF in Lebanon (500 million dollars) and was selected among the "40 under 40" from Belgium.

1. Proposal to elect as independent director Ms. Isabell Esselen (1985), Niderhofenrain 34, 8702 Zollikon (Switzerland), for a period of two years, which will expire at the shareholders' meeting in 2023. The compensation of Ms. Esselen is described in the remuneration report.

Isabelle Esselen grew up in the DRC. She comes from a prominent family of entrepreneurs active in logistics in eastern DRC. She obtained a Masters degree in Business Engineering from ICHEC with Magna Cum Laude honours.

Avenue Louise 130A -Louizalaan B-1050 Brussels - 32 (02) 639.20.00 - www.texaf.be - info@texaf.be

BELFIUS bank: BE75 5502 6468 0051 – KBC bank BE23 7310 2113 8291

She began her professional career as a United Nations Procurement Officer in Goma (DRC). Back in Belgium, she worked for 4 years improving logistics and implementing the SAP management system at DISTRIPLUS. She was then tasked by the company RIAKTR (formerly Real Impact Analytics) with the deployment, in several African countries, of IT & analytical solutions allowing telecom and banking operators to better understand and apprehend the data of their users in order to make enlightened strategic decisions. Since the end of 2017, she has been relocated to Switzerland (Zürich) and works for JOHNSON & JOHNSON as a manager of strategic supply chain projects.

1. Proposal to allocate for the financial year 2021 an amount of EUR 90,000 to social and cultural development projects in the DRC.

ADMISSION FORMALITIES

Pursuant to the articles of association of the Company, a shareholder's entitlement to vote at the Meeting in person or via an attorney-in-fact is dependent upon compliance with all of the formalities described below:

• (a) Registration of ownership of the shares in the name of the shareholder by 27 April 2021 at midnight (the "Registration Date") as follows:
  • as regards registered shares, by registering these shares in the name of the shareholder in the Company's register of registered shares;

or

• as regards dematerialised shares, by registering these shares in the name of the shareholder in the accounts of an approved account holder or a clearing institution;
• (b) As regards dematerialised shares, the original copy of a certificate issued by an approved account holder or a clearing institution attesting to the number of dematerialised shares owned by the shareholders on the Registration Date and by virtue of which he has declared his intention to attend the Meeting in accordance with point (c) below must be sent to the registered office or to a Belfius agency by no later than 5 May 2021;

and

(c) The shareholder must send an email to the email address info@texaf.be indicating his intention to attend the Meeting and the number of shares to be represented at the meeting. This email must reach the Company by no later than 5 May 2021 and must indicate the email address and the mobile telephone number of the shareholder in order to enable the Company to communicate to him the electronic access codes for the Meeting.

Only those persons that are shareholders of the Company on the registration date shall be entitled to attend and vote at the Meeting.

APPOINTMENT OF ATTORNEYS-IN-FACT

Any shareholder may be represented at the Meeting by an attorney-in-fact. A shareholder may only appoint one person as his attorney-in-fact. All attorneys-in-fact must be appointed using the hard copy form issued by the Company. The signed original hard copy of this form must reach the Company by no later than 5 May 2021. This form may also be sent to the Company within the same deadline by email providing this email is signed electronically in accordance with the applicable Belgian legislation. The form appointing an attorney-in-fact can be obtained from the registered office of the Company or via the Company's website (www.texaf.be).

Any appointment of an attorney-in-fact must comply with the applicable Belgian legislation, particularly in respect of conflicts of interest and record keeping.

IDENTIFICATION AND POWERS OF REPRESENTATION

In order to gain electronic access to the Meeting, the natural persons that intend to attend the meeting as share owners, attorneys-in-fact or representatives of a legal entity shall demonstrate proof of their identity and the representatives of legal entities must submit the documents attesting to their status as representatives or special attorneys-in-fact. These checks shall be carried out before the electronic access codes are sent out.

QUESTIONS RELATING TO THE ITEMS ON THE AGENDA

A Q&A session is scheduled to be held during the Meeting. Shareholders shall have the possibility to send their written questions to the Company relating to items on the agenda. These questions must be sent by email to the Company by no later than 5 May 2021 to the following address info@texaf.be . The questions that have been duly sent to the Company shall be presented during the Q&A session. Any questions addressed by a shareholder shall only be taken into consideration if the latter has complied with all the Meeting attendance formalities.

AMENDMENTS TO THE AGENDA

One or more shareholders owning together at least 3 % of the registered capital in the Company may request that new items be placed on the agenda of the Meeting or new draft decisions relating to items already placed or to be placed on the agenda be discussed at the Meeting. Such a request shall only be valid if, on the date on which it reaches the Company, it is accompanied by a document attesting to the ownership of the shareholding referred to in the previous paragraph. As regards registered shares, this document must be a certificate attesting to the registration of the corresponding shares in the Company's register of registered shares. As regards dematerialised shares, this document must be a certificate issued by an approved account holder or clearing institution attesting to the registration in their name of the corresponding number of dematerialised shares.

The text of the new items or new draft decisions to be placed on the agenda must be signed and reach the Company in hard copy by no later than 19 April 2021. This text may also be sent to the Company within the same deadline by email providing this email is signed electronically in accordance with the applicable Belgian legislation. The Company shall publish an amended agenda by no later than 27 April 2021 if one or more requests to place new items or draft decisions on the agenda have reached the Company within the aforementioned deadline. In which case, the Company shall also make available to the shareholders new proxy and postal voting forms reflecting these new items or draft decisions. The Meeting shall examine the new items or draft decisions to be placed on the agenda at the request of one or more shareholders only if the latter have complied with all the Meting attendance formalities.

CONSULTATION OF DOCUMENTS

The annual board report and the documents that must be made available to the shareholders by law at the same time as this meeting notice are available on the Company's website (www.texaf.be), including the postal voting form and the proxy appointment form. In light of the lockdown measures, the shareholders will, for exceptional reasons, not be able to consult these documents at the registered office of the Company.

COMMUNICATIONS TO THE COMPANY

The prior written questions relating to items on the agenda, the requests to amend the agenda of the Meeting, the postal voting forms, the proxy appointment forms, any certificate or other documents that have to be communicated to the Company pursuant to this meeting notice shall be addressed exclusively to TEXAF, S.A., avenue Louise 130A, B-1050 Brussels, Belgium (tel No. : +32(0)2 639.20.00/ email : info@texaf.be) in accordance with the terms and conditions specified in this notice.

The Board of Directors.

PROXY FORM

The undersigned (1) ………………………………………………………………………………………………
Street / No.: ………………………………………………………………………
Postal code/ Town/City: ……………………… Country:
owner of ……… shares in the public limited liability company ("société anonyme") TEXAF, having its registered office at avenue Louise, 130A, B-1050 Brussels (Belgium),
hereby appoints as special attorney-in-fact:
Mr./Ms./Mrs. …………………………………………………………………………………………………
to represent him/her/it at the annual shareholders' meeting of said public limited liability company,
which will be held electronically on Tuesday 11 May 2021 at 11 a.m., using exclusively the electronic means of communication described on the website www.texaf.be .
Granted in (place) on ………………………2021.

Signature (2)

n.b.: Document to be sent to us by 5 May 2021 to info@texaf.be

⁽¹⁾ Surname, first names, full address.

⁽²⁾ Signature preceded by the words "Valid for proxy".

NOTICE OF ATTENDANCE

The undersigned (1) ………………………………………………………………………………………………
Street / No.: ………………………………………………………………………
Postal code/ Town/City: ……………………… Country:
declares that he/she/it (2) is the owner of …. registered shares in the public limited liability company ("société anonyme") TEXAF.
He/she/it will attend (2), in person/via an attorney-in-fact, the annual shareholders' meeting to be held on Tuesday 11 May 2021 at 11 a.m. solely using the means of electronic communication described on the website www.texaf.be, and will take part in the discussions and voting by exercising the rights attached to ……………………shares.
He/she/it requests that the electronic access codes be sent to him/her/it at the following addresses:
Email address:……………………………………………………………………
Mobile telephone number: …………………………………………

Done in (place)……………………………., on ………………………………… 2021.

Signature.

n.b. Document to be sent to us by 5 May 2021 to info@texaf.be

(2) Delete as appropriate. If the shareholder wishes to be represented by an attorney-in-fact, the proxy form attached herein must be completed, signed and appended to this notice of attendance.

⁽¹⁾ Surname, first names, full address.