Viohalco S.A. — Proxy Solicitation & Information Statement 2015

Apr 24, 2015

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

VOTE BY MAIL

Annual shareholders' meeting of Viohalco SA (the Company) of Tuesday May 26, 2015 (12.00 noon) at the Stanhope Hotel, rue du Commerce, 9 at 1000 Brussels

This signed original paper form must be communicated to the Company by May 20, 2015 at 5.00 pm (Belgian time) at the latest by ordinary mail or electronic mail, as follows:

(1) by mail

The signed original paper form must be sent to: Viohalco SA Catherine Massion, deputy manager 30 avenue Marnix 1000 Brussels (Belgium)

OR

(2) by electronic mail

A copy of the signed original form must be sent to: administration@viohalco.com All electronic mail must be signed by electronic signature in accordance with the applicable Belgian legislation

The undersigned (name and first name / name of the company)

Domicile / Registered office

……………………………………………………………………………………………………………………

……………………………………………………………………………………………………………………

……………………………………………………………………………………………………………………

Owner of dematerialised shares (*) registered shares (*)

of Viohalco SA

quantity

1/4

votes by mail in the following way with respect to the annual shareholders' meeting of the Company that will be held on Tuesday May 26, 2015 (12.00 noon) (the Meeting) with all above-mentioned shares.

The vote of the undersigned on the proposed resolutions is as follows:(**)

(*) Cross out what is not applicable. (**) Please tick the appropriate boxes.

• 1. Management report of the board of directors and report of the statutory auditors for the financial year ended 31 December 2014
• 1. Presentation of the consolidated accounts and the management report on the consolidated accounts
• 1. Approval of the statutory accounts for the financial year ended 31 December 2014 (including allocation of the results)

Proposed resolution: approve the statutory accounts for the financial year ended 31 December 2014, including the allocation of results contained therein

FOR AGAINST ABSTAIN
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1. Discharge of liability of the directors

Proposed resolution: granting discharge to the directors for the performance of their duties during the financial year ended on 31 December 2014

FOR	AGAINST	ABSTAIN
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1. Discharge of liability of the statutory auditors

Proposed resolution: granting discharge to the auditors for the performance of their duties during the financial year ended on 31 December 2014

FOR	AGAINST		ABSTAIN

1. Renewal of the mandates of directors and confirmation of the appointment of a director

Proposed resolution: renew the appointment of Mr Nikolaos Stassinopoulos as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2016

FOR	AGAINST	ABSTAIN

Proposed resolution: renew the appointment of Mr Jacques Moulaert as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2016

FOR	AGAINST		ABSTAIN

Proposed resolution: renew the appointment of Mr Evangelos Moustakas as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2016

FOR AGAINST ABSTAIN
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Proposed resolution: renew the appointment of Mr Michail Stassinopoulos as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2016

FOR	AGAINST	ABSTAIN
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Proposed resolution: renew the appointment of Mr Ippokratis Ioannis Stasinopoulos as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2016

FOR	AGAINST		ABSTAIN

Proposed resolution: renew the appointment of Mr Jean Charles Faulx as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2016

FOR AGAINST ABSTAIN
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Proposed resolution: renew the appointment of Mr Xavier Bedoret as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2016

Proposed resolution: renew the appointment of Mr Rudolf Wiedenmann as director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2016

FOR AGAINST ABSTAIN
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Proposed resolution: renew the appointment of Mr Efthimios Christodoulou as independent director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2016; Mr Christodoulou complies with the criteria of independence set forth in article 526ter of the Companies Code

FOR AGAINST ABSTAIN

Proposed resolution: renew the appointment of Mr Francis Mer as independent director, for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2016; Mr Mer complies with the criteria of independence set forth in article 526ter of the Companies Code

FOR	AGAINST	ABSTAIN

Proposed resolution: renew the appointment of Mr Thanasis Molokotos as independent director of the Company for a term of one year expiring at the end of the annual shareholders' meeting to be held in 2016; Mr. Molokotos complies with the criteria of independence set forth in article 526ter of the Companies Code

FOR AGAINST ABSTAIN

Proposed resolution: confirm the appointment by co-optation of Mr Yvan de Launoit as per the decision of the Board of directors of the 3 December 2014 and renew his appointment as independent director of the Company for a term of one year expiring at the end of the annual shareholders'

meeting to be held in 2016; Mr de Launoit complies with the criteria of independence set forth in article 526ter of the Companies Code

FOR	AGAINST	ABSTAIN

1. Approval of the remuneration report (including the remuneration policy)

Proposed resolution: approve the remuneration report for the financial year 2014 as set out in the 2014 annual report, including the remuneration policy

FOR	AGAINST	ABSTAIN

8. Approval of the remuneration of the directors

Proposed resolution: grant to each director a gross fixed compensation of euro 25,000. In addition, (i) grant to each member of the audit committee a gross fixed compensation of euro 25,000, and (ii) grant to each member of the remuneration and nomination committee a gross fixed compensation of euro 25,000. These compensations will remunerate the performance of their mandate during the period between 26 May 2015 and the annual shareholders' meeting of 2016

FOR	AGAINST	ABSTAIN

This present form will be considered to be null and void in its entirety if the shareholder has not indicated above his choice concerning one or more of the items on the agenda of the Meeting.

*

The shareholder who has cast his vote by validly returning the present form to the Company cannot vote in person or by proxy at the Meeting for the number of votes already cast.

If the Company publishes at the latest on 11 May 2015 a revised agenda for the Meeting to include new items or proposed resolutions upon the request of one or more shareholders in execution of Article 533ter of the Companies Code, the present form will remain valid for the items on the agenda it covers, provided it has validly reached the Company prior to the publication of such revised agenda. Notwithstanding the above, the vote cast in the present form on an item on the agenda will be null and void if the agenda has been amended concerning this item to include a new proposed resolution in application of Article 533ter of the Companies Code.

Done at …………………………………………., on …………………….

Signature(s) : ……………………………………….(***)

(***) Legal entities must specify the name, first name and title of the natural person(s) who sign on their behalf.