Viohalco S.A.

AGM Information • Apr 27, 2023

VIOHALCO SA 30 Avenue Marnix, 1000 Brussels, Belgium 0534.941.439 RLE (Brussels)

CONVENING NOTICE TO ATTEND THE ANNUAL ORDINARY SHAREHOLDERS' MEETING TO BE HELD ON 30 MAY 2023

The Board of Directors of Viohalco SA (the Company) (the Board of Directors) invites the shareholders to attend the annual ordinary shareholders' meeting (the Meeting) to be held on Tuesday, 30 May 2023 at 12.00 p.m. (CET) at its registered offices at 30 Avenue Marnix, 1000, Brussels, Belgium.

AGENDA OF THE MEETING

• 1. Management report of the Board of Directors on the annual accounts of the Company for the accounting year ended 31 December 2022.
• 1. Report of the statutory auditor on the annual accounts of the Company for the accounting year ended 31 December 2022.
• 1. Presentation of the consolidated financial statements, the management report, and the report of the statutory auditor on the consolidated financial statements.
• 1. Approval of the annual accounts for the financial year ended 31 December 2022 (including allocation of the results and the distribution of a gross dividend of EUR 0.12 per share).

Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2022, including the allocation of results contained therein and the distribution of a gross dividend of EUR 0.12 per share.

1. Discharge of liability of the members of the Board of Directors.

Proposed resolution: it is proposed to grant discharge to the members of the Board of Directors from any liability arising from the performance of their duties during the financial year ended on 31 December 2022.

1. Discharge of liability of the statutory auditor.

Proposed resolution: it is proposed to grant discharge to the statutory auditor from any liability arising from the performance of their duties during the financial year ended on 31 December 2022.

1. Renewal of mandate of the members of the Board of Directors. All the Board members shall be remunerated for their mandate in accordance with the remuneration policy submitted for approval to this Meeting under agenda item 10.

Proposed resolution: it is proposed to renew the appointment of Mr. Nikolaos Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2024;

Proposed resolution: it is proposed to renew the appointment of Mr. Evangelos Moustakas as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2024;

Proposed resolution: it is proposed to renew the appointment of Mr. Michail Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2024;

Proposed resolution: it is proposed to renew the appointment of Mr. Ippokratis Ioannis Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2024;

Proposed resolution: it is proposed to renew the appointment of Mr. Jean Charles Faulx as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2024;

Proposed resolution: it is proposed to renew the appointment of Mr. Thanasis Molokotos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2024;

Proposed resolution: it is proposed to renew the appointment of Mr. Xavier Bedoret as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2024;

Proposed resolution: it is proposed to renew the appointment of Mr. Patrick Kron as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2024;

Proposed resolution: it is proposed to renew the appointment of Mr. Joseph Rutkowski as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2024;

Proposed resolution: it is proposed to renew the appointment of Ms. Marion Jenny Steiner Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2024;

Proposed resolution: it is proposed to renew the appointment of Ms. Margaret Zakos as member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2024;

Proposed resolution: it is proposed to renew the appointment of Mr. Efthimios Christodoulou as independent member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2024; Mr. Christodoulou complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code;

Proposed resolution: it is proposed to renew the appointment of Ms. Kay Marie Breeden as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2024; Ms. Breeden complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code;

Proposed resolution: it is proposed to renew the appointment of Ms. Astrid de Launoit as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2024; Ms. de Launoit complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code;

Proposed resolution: it is proposed to renew the appointment of Ms. Bernadette Christine Blampain as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2024; Ms. Blampain complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

1. Approval of fees of statutory auditor in connection with the ESEF reporting for financial year 2022.

Proposed resolution: it is proposed to approve the fees of the statutory auditor, PwC Bedrijfsrevisoren - Reviseurs d'entreprises SRL (head office in 1831 Diegem, Culliganlaan 5), in connection with the ESEF reporting for financial year 2022 for an amount of EUR 16.050 (plus VAT, out-of-pocket expenses and the IRE/IBR fee).

1. Approval of the remuneration report.

Proposed resolution: it is proposed to approve the remuneration report for the financial year 2022 as set out in the 2022 annual report.

1. Approval of the remuneration policy.

Proposed resolution: it is proposed to approve the remuneration policy drafted in accordance with article 7:89/1 of the Belgian Code of Companies and Associations, as set out in the 2022 annual report.

FORMALITIES FOR ADMISSION

In accordance with article 7:134, §2 of the Belgian Code of Companies and Associations and article 19.1 of the articles of association of the Company, the right of a shareholder to vote at a Meeting in person, by proxy or by mail is subject to the compliance with all formalities described below:

• A. the registration of the ownership of the shares in the name of the shareholder by Tuesday, 16 May 2023 at 24.00 midnight (CET) (the Record Date), in the following way:
  • for registered shares, by the registration of these shares in the name of the shareholder in the register of registered shares of the Company; or
  • for dematerialised shares, by the registration of these shares in the name of the shareholder in the accounts of an authorised account holder or clearing organisation. Owners of dematerialised shares must request their financial institution - authorised account holder or clearing organisation - to issue a certificate stating the number of dematerialised shares registered in the name of the shareholder in its books on the Record Date;
• B. the notification in writing by the shareholder of his/her intention to participate to the Meeting as well as the number of shares for which he/she intends to vote. The Company must receive the signed confirmation by post or e-mail by Wednesday, 24 May 2023, at 5.00 pm (CET) at the latest, using the form prepared by the Company. This form is available on the Company's website (www.viohalco.com). The electronic form must be signed by electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation.

Only persons who are shareholders of the Company on the Record Date are entitled to participate in and vote at the Meeting.

AMENDMENT TO THE AGENDA

In accordance with article 7:130 of the Belgian Code of Companies and Associations and article 18.7 of the articles of association of the Company, one or more shareholders holding together at least 3% of the share

capital of the Company may add new items to the agenda of the Meeting or new proposed resolutions concerning items put or to be put on the agenda.

Such request will only be valid if, at the date the Company receives it, it is accompanied by a document establishing the above-mentioned shareholding.

• For registered shares, this document must be a certificate establishing that the corresponding shares are registered in the register of registered shares of the Company.
• For dematerialised shares, this document must be a certificate established by an authorised account holder or a clearing organisation, certifying the registration of the shares in one or more accounts held by such account holder or clearing organisation.

The Company must receive the text of the new items or new proposed resolutions to be put on the agenda on a signed original paper form by Monday, 8 May 2023, at 5.00 pm (CET) at the latest. The text can also be communicated to the Company within the same period by electronic means, provided that the communication is signed by means of an electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation.

The agenda, completed on the basis of any requests validly submitted, will be published at the latest on Monday, 15 May 2023.

The Meeting will only examine new items or proposed resolutions to be put on the agenda upon the request of one or more shareholders if the latter have complied with all admission formalities to attend the Meeting.

QUESTIONS

In accordance with article 7:139 of the Belgian Code of Companies and Associations, shareholders who have completed the formalities for admission to the Meeting may submit written questions, as from the publication of this notice, concerning the items on the agenda to the members of the Board of Directors and/or the statutory auditors. Questions must be received by the Company by letter or e-mail (administration@viohalco.com) by Wednesday, 24 May 2023, at 5.00 pm (CET) at the latest.

VOTE BY MAIL

In accordance with Article 20.3 of the articles of association of the Company, any shareholder may vote by mail prior to the Meeting. Such vote must be submitted on the form prepared by the Company. The Company must receive the signed form by post or email by Wednesday, 24 May 2023, at 5.00 p.m. (CET) at the latest. The electronic form must be signed by electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation. The form to vote by mail is available on the Company's website (www.viohalco.com).

VOTING BY PROXY

In accordance with article 7:142 of the Belgian Code of Companies and Associations and article 19.2 of the articles of association of the Company, any shareholder may be represented at the Meeting by a proxyholder. The Company must receive the signed form by post or email by Wednesday, 24 May 2023, at 5.00 p.m. (CET) at the latest. The electronic form must be signed by electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation. The proxy form is also available on the Company's website (www.viohalco.com).

Any appointment of a proxyholder must comply with the applicable Belgian legislation, notably in terms of conflicting interests and record keeping.

PROOF OF IDENTITY AND OF POWERS

In order to take part in the Meeting, shareholders or holders of other securities as well as proxy-holders must present a proof of their identity and the representatives of legal persons must provide a copy of the documents that attest their identity and powers of representation, in any case at the latest immediately before the opening of the Meeting.

AVAILABILITY OF DOCUMENTS

The annual report and the documents, which the law requires to be made available to the shareholders together with the present convening notice, are available on the Company's website (www.viohalco.com), including the form to vote by mail and the proxy form.

The shareholders may also review upon request all documents, which the law requires to make available to them, on business days and during normal office hours, at the registered offices of the Company (30 avenue Marnix, 1000, Brussels, Belgium).

COMMUNICATIONS TO THE COMPANY

Prior written questions concerning items on the agenda, requests to amend the agenda of the Meeting, forms to vote by mail, forms to appoint proxyholders, all certificates and other documents which must be communicated to the Company pursuant to the present convening notice must be exclusively addressed to Catherine Massion, deputy manager, Viohalco SA, 30 avenue Marnix, 1000 Brussels, Belgium (tel: + 32 (0)2 224 09 11/ e-mail: administration@viohalco.com) in accordance with the modalities specified in the present convening notice.

The Board of Directors