Viohalco S.A. — Proxy Solicitation & Information Statement 2018

Oct 23, 2018

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

VOTE BY MAIL

Extraordinary Shareholders' Meeting of Viohalco SA (the Company) of Thursday 29 November 2018 at 14.30 pm (CET) at the registered offices of the Company, 30 Avenue Marnix, 1000 Brussels, Belgium.

This signed original paper form must be returned by Friday 23 November 2018 at 5.00 pm (CET) at the latest to:

(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 (*)

of Viohalco SA

number

registered shares (*)

votes by mail in the following way with respect to the Extraordinary Shareholders' Meeting of the Company that will be held on Thursday 29 November 2018 at 14.30 pm (CET) ) at the registered offices, 30 Avenue Marnix, 1000 Brussels, Belgium (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. Acknowledgement of the resignation of Mr. Rudolf Wiedenmann and of Comte Vincent de Launoit from their mandate as members of the Board of Directors.
• 1. Appointment of new members of the Board of Directors.

Proposed resolution: it is proposed to appoint Ms. Marion Jenny Steiner Stassinopoulos as member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2019.

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to appoint 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 2019.

FOR	AGAINST	ABSTAIN
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Proposed resolution: it is proposed to appoint 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 2019; Ms. Breeden complies with the criteria of independence set forth in article 526ter of the Belgian Companies Code.

FOR		AGAINST		ABSTAIN

Proposed resolution: it is proposed to appoint Ms. Kalliopi Tsolina 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 2019; Ms. Tsolina complies with the criteria of independence set forth in article 526ter of the Belgian Companies Code.

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

Proposed resolution: it is proposed to appoint 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 2019; Ms. de Launoit complies with the criteria of independence set forth in article 526ter of the Belgian Companies Code.

FOR		AGAINST		ABSTAIN

1. Approval of the remuneration of the new members of the Board of Directors.

Proposed resolution: it is proposed to grant to each member of the Board of Directors an annual gross fixed compensation of EUR 25,000 pro rata temporis. These amounts will remunerate the performance of their mandate until the annual ordinary shareholders' meeting of 2019.

FOR AGAINST ABSTAIN
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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 Wednesday 14 November 2018 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 Belgian 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 Belgian 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.