Viohalco S.A. — Proxy Solicitation & Information Statement 2020

Jul 22, 2020

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

VOTE BY MAIL

Annual Ordinary and Extraordinary Shareholders' Meeting of Viohalco SA (the Company) of Wednesday, 2 September 2020 at 12.00 pm (CET) at the registered office of the Company, 30 Avenue Marnix, 1000 Brussels, Belgium.

This signed original paper form must be returned by Thursday, 27 August 2020 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 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 undersigned (name and first name / name of the company)

Domicile / Registered office

……………………………………………………………………………………………………………..

………………………………………………………………………………………………………….......

……………………………………………………………………………………………………………...

Owner of dematerialised shares (*)

registered shares (*)

of Viohalco SA

number

votes by mail in the following way with respect to the Annual Ordinary and Extraordinary Shareholders' Meeting of the Company that will be held on Wednesday, 2 September 2020 at 12.00 pm (CET) ) at the registered office, 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.

A. Ordinary general meeting

• 1. Management report of the Board of Directors on the annual accounts of the Company for the accounting year ended 31 December 2019.
• 1. Report of the statutory auditor on the annual accounts of the Company for the accounting year ended 31 December 2019.
• 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 2019 (including allocation of the results and the distribution of a gross dividend of EUR 0, 01 per share).

Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2019, including the allocation of results contained therein and the distribution of a gross dividend of EUR 0, 01 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 2019.

FOR AGAINST ABSTAIN

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 2019.

FOR	AGAINST	ABSTAIN

1. Renewal of the mandate of members of the Board of Directors and appointment of new members.

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 2021;

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to renew the appointment of Mr. Jacques Moulaert 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 2021;

FOR			AGAINST			ABSTAIN
ordinary shareholders' meeting to be held in 2021;						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
FOR			AGAINST			ABSTAIN
Proposed resolution: it is proposed ordinary shareholders' meeting to be held in 2021;						to renew the appointment of Mr. Michail Stassinopoulos member of the Board of Directors, for a term of one year expiring at the end of the annual	as
FOR			AGAINST			ABSTAIN
of the annual ordinary shareholders' meeting to be held in 2021;						Proposed resolution: it is proposed to renew the appointment of Mr. Ippokratis Stasinopoulos as member of the Board of Directors, for a term of one year expiring at the end	Ioannis
FOR			AGAINST			ABSTAIN
ordinary shareholders' meeting to be held in 2021;						Proposed resolution: it is proposed to renew the appointment of Mr. Jean Charles Faulx member of the Board of Directors, for a term of one year expiring at the end of the annual	as
FOR			AGAINST			ABSTAIN
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 2021;
FOR			AGAINST			ABSTAIN
ordinary shareholders' meeting to be held in 2021;						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
FOR			AGAINST			ABSTAIN
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 2021;
FOR			AGAINST			ABSTAIN
shareholders' meeting to be held in 2021;						Proposed resolution: it is proposed to renew the appointment of Ms. Margaret Zakos member of the Board of Directors, for a term expiring at the end of the annual ordinary	as
FOR			AGAINST			ABSTAIN
Proposed resolution: it is proposed to renew the appointment of Mr. Code;						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 2021; Mr. Christodoulou complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance
FOR			AGAINST			ABSTAIN

Proposed resolution: it is proposed to renew the appointment of Mr. Francis Mer 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 2021; Mr. Mer complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code;

FOR	AGAINST	ABSTAIN

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 2021; Ms. Breeden complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code;

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

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 2021; Ms. de Launoit complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code;

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to appoint 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 2021; Ms. Blampain complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

FOR	AGAINST	ABSTAIN

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

Proposed resolution: it is proposed to approve the remuneration report for the financial year 2019 as set out in the 2019 annual report, including the remuneration policy.

FOR	AGAINST	ABSTAIN

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

Proposed resolution: it is proposed to grant to each member of the Board of Directors a gross fixed remuneration of EUR 25,000. In addition, it is proposed to grant (i) to each member of the audit committee a gross fixed remuneration of EUR 25,000, and (ii) to each member of the nomination and remuneration committee a gross fixed remuneration of EUR 25,000. These amounts will remunerate the performance of their mandate during the period between 2 September 2020 and the annual ordinary shareholders' meeting of 2021.

FOR	AGAINST	ABSTAIN

B. Extraordinary General Meeting

1. Amendment of the articles of association in order to align those with the Belgian Code of Companies and Associations and to bring technical improvements.

Proposed resolution: it is proposed to replace the text of article 1 of the articles of association as follows:

The company is a listed limited liability company under Belgian law, (société anonyme) having the corporate name "Viohalco" (hereinafter referred to as the "Company").

FOR AGAINST ABSTAIN

Proposed resolution: it is proposed to add the text of article 3.3 of the articles of association as follows:

3.3 The website of the company is www.viohalco.com. The company may be reached at the following e-mail address: administration@viohalco.com.

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

Proposed resolution: it is proposed to add the text of article 5.4 of the articles of association as follows:

5.4 The general meeting of shareholders may restrict or cancel the preferential subscription right for a purpose that is in the best interest of the Company, in accordance with article 7:191 of the Belgian Code of Companies and Associations.

FOR		AGAINST	ABSTAIN

Proposed resolution: it is proposed to replace the text of article 12.5 of the articles of association as follows:

12.5 The board of directors may adopt unanimous written decisions. Each member of the board of directors may provide his or her consent in counterparts and the totality of the consents shall constitute the proof that the decisions were approved. The date of such decisions shall be the date of the last signature.

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

Proposed resolution: it is proposed to replace the text of article 18.2 of the articles of association as follows:

18.2 The general meeting must be convened by the board of directors upon written request from one or more shareholders representing at least 10% of the share capital of the Company, addressed to the board of directors and including the agenda. In such case, the general meeting must be convened and be held at least thirty days after the date of publication of the convening notice.

FOR AGAINST ABSTAIN

Proposed resolution: it is proposed to replace the text of article 18.4 of the articles of association as follows:

18.4 The convening notice for any general meeting must include the agenda, the day, the location and time, information regarding the right of the shareholders to add items to the agenda of the general meeting, the specific and clear description of the procedures to be followed by the shareholder in order to be able to participate and vote at the general meeting and any other information required under the Belgian Code of Companies and Association. The convening notice is published at least thirty days prior to the date of the general meeting in the Belgian State Gazette (Moniteur belge) and in a newspaper of national circulation.

FOR AGAINST ABSTAIN

Proposed resolution: it is proposed to replace the text of article 18.6 of the articles of association as follows:

18.6 The convening notices must be communicated to the holders of registered shares, the members of the board of directors and the statutory auditor(s) of the Company, thirty days prior to the general meeting.

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

Proposed resolution: it is proposed to replace the text of article 19.1 of the articles of association as follows:

19.1 The right of a shareholder to participate to a general meeting and to exercise his or her voting right is subject to:

• (a)the registration of ownership of the shares recorded in his or her name, at 24:00 (Belgian time), on the fourteenth calendar day preceding the date of the general meeting (the "Record Date"):
  • - either through registration in the shareholders' register in the case of registered shares; or
  • - through the book-entry in the accounts of an authorised account holder or clearing institution in the case of dematerialised shares; and
• (b)the notification by the shareholder to the Company (or the person designated by the Company) at the latest on the sixth calendar day preceding the day of the general meeting of his or her intention to participate in the general meeting as set out in the convening notice. In addition, holders of dematerialised shares must, at the latest on the same day, provide the Company (or the person designated by the Company) with an original certificate issued by an authorised account holder or a clearing institution certifying the number of shares owned on the Record Date by the relevant shareholder and for which it has notified his or her intention to participate in the general meeting.

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to replace the text of article 19.2 of the articles of association as follows:

19.2 Any shareholder with a voting right may (i) attend the general meeting in person, (ii) appoint another person, either shareholder or not, as his proxyholder or (iii) vote by mail in accordance with article 20.3. The appointment of the proxyholder is recorded on a form made available by the Company and signed by the shareholder by hand or electronically (in which case the form shall be 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 signed original in paper or the electronic form must be received by the Company at the latest on the 6th calendar day preceding the day of the general meeting.

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

Proposed resolution: it is proposed to replace the text of article 20.3 of the articles of association as follows:

20.3 If the convening notice provides so, each shareholder may vote in advance of the general meeting through a voting form sent to the Company's registered office or to the address specified in the convening notice. The voting form shall be signed by the shareholder by hand in case a paper form is used or electronically in case an electronic form is used (in which case the form shall be 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 shareholders may only use voting forms provided by the Company and containing at least their names and addresses, the place, date and time of the meeting, the agenda of the meeting, the resolutions submitted to the meeting, as well as for each resolution, three boxes allowing the shareholder to vote in favour of or against the proposed resolution or to abstain from voting thereon by ticking the appropriate box and the number of shares voted. The Company will only take into account voting forms received at the latest on the 6th calendar day prior to the general meeting of shareholders to which they relate, except for votes signed with an electronic signature which may be received by the company at the latest on the day preceding the shareholders' meeting.

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to add article 22.4 to the articles of association as follows:

22.4 By derogation to article 22.3, abstentions are not considered as votes present or represented for the calculation of the required majority, for the approval of the following matters:

• amendments to the articles of association;
• amendments to the corporate purpose;
• decisions to relocate the registered office out of the region of Brussels;
• the creation of a new category of shares and the conversion of one category of shares into shares of another category;
• capital increases (with the exception of a capital increase decided by the board of directors under the authorised capital) or capital decreases;
• the limitation or cancellation of preferential subscription rights;
• authorisations to the Company to acquire or pledge its own shares, profit certificates or certificates relating thereto or approve any financial assistance (within the meaning of article 7:227 of the Belgian Code of Companies and Associations) for the acquisition of such instruments by a third party;
• the merger, split or contribution of universality by the Company;
• the liquidation of the Company.

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to replace the text of article 28 of the articles of association as follows:

28. The board of directors may decide to pay interim dividends in accordance with the conditions set forth in article 7:213 of the Belgian Code of Companies and Associations.

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

2. Coordination of the articles of association

Proposed resolution: it is proposed (i) to adopt a coordinated version of the articles of association, including the changes adopted as per the above resolutions and other changes aiming at aligning the text of the articles of association with the terminology of the Belgian Code of Companies and Associations and bringing technical improvements, and (ii) to grant powers to the notary for the coordination of the articles of associations and the filing of the consolidated version with the commercial registry. The proposed revised text of articles of association is available on the Company's website.

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 Tuesday, 18 August 2020 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 7:130 of the Belgian Code of Companies and Associations, 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 7:130 of the Belgian Code of Companies and Associations.

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.