Viohalco S.A.

Proxy Solicitation & Information Statement • Apr 25, 2024

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

PROXY

Annual Ordinary Shareholders' Meeting of Viohalco SA (the Company) of Tuesday, 28 May 2024 at 12.00 pm (CET) at the registered office of the Company, 30 Avenue Marnix, 1000 Brussels, Belgium (the Meeting).

This signed proxy must be returned by Wednesday, 22 May 2024 at 5.00 pm (CET) at the latest to:

(1) by mail 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 means of 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) (the Principal)

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

Domicile / Registered office

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

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

Owner of dematerialised shares (*)

registered shares (*)

of Viohalco SA

number

hereby appoints as proxyholder the following person (the Proxyholder):

□ (**) The Chairman of the Meeting
□ (**): Name and first name
	…………………………………………………………………………………………………….
	………………………………………………………………………………………………………………

in order to represent him/her at the Annual Ordinary Shareholders' Meeting of the Company that will be held on Tuesday, 28 May 2024 at 12.00 pm (CET) at the registered office, 30 Avenue Marnix, 1000 Brussels, Belgium (the Meeting) and to vote as follows on each of the proposed resolutions on behalf of the Principal: (**)

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

In case the Proxyholder is the Chairman of the Meeting, the Belgian Code of Companies and Associations assumes the existence of a potential conflict of interest between the Principal and the Proxyholder. This conflict could arise from the fact that the Proxyholder's interest is aligned with that of the Board of Directors that prepared the agenda of the Meeting. However, since the Proxyholder is required to vote only in accordance with the instructions given by the Principal below, the interests of the Principal are protected.

If the Principal does not tick any boxes with respect to any of the proposed resolutions, the Proxyholder will abstain from voting.

• 1. Management report of the Board of Directors on the annual accounts of the Company for the accounting year ended 31 December 2023.
• 1. Report of the statutory auditor on the annual accounts of the Company for the accounting year ended 31 December 2023.
• 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 2023 (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 2023, including the allocation of results contained therein and the distribution of a gross dividend of EUR 0.12 per share.

FOR	AGAINST	ABSTAIN

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 2023.

2. 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 2023.

FOR	AGAINST	ABSTAIN

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 approved by the shareholders' meeting which took place on 30 May 2023.

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 2025;

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

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 2025;

FOR AGAINST ABSTAIN 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 2025;

FOR	AGAINST		ABSTAIN
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 2025;

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 2025;

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 2025;

• FOR AGAINST ABSTAIN

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 2025;

-

FOR AGAINST ABSTAIN

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 2025;

FOR	AGAINST	ABSTAIN

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 2025;

FOR		AGAINST	ABSTAIN
Stassinopoulos as the annual ordinary shareholders' meeting to be held in 2025;			Proposed resolution: it is proposed to renew the appointment of Mrs. Marion Jenny Steiner member of the Board of Directors, for a term of one year expiring at the end of
FOR		AGAINST	ABSTAIN
Proposed resolution: it is proposed to renew the appointment of Mrs. Margaret Zakos meeting to be held in 2025;			as member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders'
FOR		AGAINST	ABSTAIN
Proposed resolution: it is proposed to renew the appointment of Mr. indication of any element that might bring such independence into question;			Efthimios Christodoulou 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 2025; Mr. Christodoulou complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no	as
FOR		AGAINST	ABSTAIN
element that might bring such independence into question;			Proposed resolution: it is proposed to renew the appointment of Mrs. Kay Marie Breeden independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2025; Mrs. Breeden complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any	as
FOR		AGAINST	ABSTAIN
indication of any element that might bring such independence into question;			Proposed resolution: it is proposed to renew the appointment of Mrs. Astrid de Launoit independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2025; Mrs. De Launoit complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no	as
FOR		AGAINST	ABSTAIN
indication of any element that might bring such independence into question.			Proposed resolution: it is proposed to renew the appointment of Mrs. 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 2025; Mrs. Blampain complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no

FOR AGAINST ABSTAIN

• 1. Statutory auditor.
  2. a. Approval of fees of statutory auditor in connection with the ESEF reporting for financial year 2023.

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 2023 for an amount of EUR 16.500 (plus VAT, out-of-pocket expenses and the IRE/IBR fee).

FOR AGAINST ABSTAIN

b. Change of representative.

Proposed resolution: it is proposed to approve that the firm PwC Reviseurs d'Entreprises SRL/PwC Bedrijfsrevisoren BV, having its head office at 1831 Diegem, Culliganlaan 5, in compliance with article 3:60 of the Belgian Code of Companies and Associations, give its capacity of statutory auditor, to Alexis Van Bavel BV (B00810), registered auditor, as permanent representative, in its turn represented by Alexis Van Bavel, registered auditor, as from 1 July 2024, replacing Marc Daelman.

FOR	AGAINST		ABSTAIN

c. Appointment of sustainability limited assurance auditor.

Proposed resolution: The Directive (EU) 2022/2464 of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, regarding sustainability reporting by companies, requires that an assurance engagement with a limited level of assurance is performed on the sustainability information. Pending the transposition of this European directive into national law, it is proposed to approve the appointment of the firm PwC Bedrijfsrevisoren BV/PwC Reviseurs d'Entreprises SRL, having its registered address at 1831 Diegem, Culliganlaan 5, to carry out this engagement. The aforementioned firm designates Alexis Van Bavel BV (B00810), registered auditor, as permanent representative, in its turn represented by Alexis Van Bavel, registered auditor. This engagement will be considered as a legal mission as provided for by the law transposing the Corporate Sustainability Reporting Directive (CSRD) once it is enacted.

1. Approval of the remuneration report. Proposed resolution: it is proposed to approve the remuneration report for the financial year 2023 as set out in the 2023 annual report.

FOR AGAINST ABSTAIN
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The Principal acknowledges to have been informed of the fact that, after the publication of the convening notice to attend the Meeting, 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. At the latest on Monday, 13 May 2024, the Company will publish a revised agenda if it has validly received new items or new proposed resolutions to be added to the agenda of the Meeting. In this case, the Company will also provide to the shareholders an updated proxy form that includes the new items or new proposed resolutions, and the rules set out hereunder will apply:

*

(a) if the present proxy has been validly communicated to the Company before the publication of the revised agenda of the Meeting, it will remain valid for the items of the agenda of the Meeting which have been initially mentioned in the convening notice to attend the Meeting;

(b) the Proxyholder will abstain from voting on such new items or proposed resolutions unless he or she receives voting instructions on such new items or proposed resolutions by way of proxy.

The shareholders who have validly given a proxy can no longer vote at the Meeting in person or by mail.

Done at …………………………………………., on …………………………………………………… Signature(s): ………………………………………. (***)

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