Viohalco S.A.

Proxy Solicitation & Information Statement • Apr 24, 2025

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, 27 May 2025 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, 21 May 2025 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):

□ (**): 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, 27 May 2025 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 2024.
• 1. Report of the statutory auditor on the annual accounts of the Company for the accounting year ended 31 December 2024.
• 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 2024 (including allocation of the results and the distribution of a gross dividend of EUR 0.16 per share).

Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2024, including the allocation of results contained therein and the distribution of a gross dividend of EUR 0.16 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 2024.

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 2024.

FOR	AGAINST	ABSTAIN

1. Renewal of mandate of the members of the Board of Directors and Appointment of new Board member. 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 2026;

	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 2026;

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 2026;

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 2026;

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 2026;

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 2026;

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 2026;

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 2026;

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to renew the appointment of Mrs. 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 2026;

FOR			AGAINST		ABSTAIN
Proposed resolution: it is proposed to renew the appointment of Mrs. 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 2026;
FOR			AGAINST		ABSTAIN
Proposed resolution: it is proposed to appoint Mrs. Marina Sarkisian Ochanesoglou as member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
FOR			AGAINST		ABSTAIN
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 2026; 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 indication of any element that might bring such independence into question;
FOR			AGAINST		ABSTAIN
Proposed resolution: it is proposed to renew the appointment of Mrs. 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 2026; 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 element that might bring such independence into question;
FOR			AGAINST		ABSTAIN
Proposed resolution: it is proposed to renew the appointment of Mrs. 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 2026; 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 indication of any element that might bring such independence into question;
FOR			AGAINST		ABSTAIN
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 2026; 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 indication of any element that might bring such independence into question. FOR AGAINST ABSTAIN

• 1. Statutory auditor.
  2. a. Approval of fees of statutory auditor in connection with the ESEF reporting for financial year 2024.

Proposed resolution: it is proposed to approve the fees of the statutory auditor, PwC Bedrijfsrevisoren - Reviseurs d'entreprises SRL (registered office in 1831 Diegem, Culliganlaan 5), in connection with the ESEF reporting for financial year 2024 for an amount of EUR 16.995 (plus VAT, out-of-pocket expenses and the IRE/IBR fee).

FOR AGAINST ABSTAIN
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b. Renewal of appointment of statutory auditor and approval of fees.

Proposed resolution: it is proposed, upon recommendation of the Audit Committee, to renew the appointment as statutory auditor of the audit firm, PwC Bedrijfsrevisoren BV - Reviseurs d'entreprises SRL (registered office in 1831 Diegem, Culliganlaan 5), represented by Alexis Van Bavel BV (B00810), registered auditor, as permanent representative, in its turn represented by Alexis Van Bavel, registered auditor, for a term of three years ending at the annual ordinary shareholders' meeting which will approve the annual accounts of the financial year ending on 31 December 2027; and to set its annual fees at EUR 240,720 (excluding VAT, excluding out-ofpocket expenses, excluding the IRE/IBR fee, but including work to be done with respect to ESEFrequirements, and including the audit work with respect to the Greek Branch), subject to indexation on a yearly basis following the evolution of the consumer price index or as agreed between the parties.

FOR AGAINST ABSTAIN
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1. Renewal of appointment of assurance service provider for sustainability reporting and approval of fees.

Proposed resolution: it is proposed, upon recommendation of the Audit Committee, to renew the appointment of the audit firm, PwC Bedrijfsrevisoren BV - Reviseurs d'entreprises SRL (registered office in 1831 Diegem, Culliganlaan 5), for the engagement of limited assurance on the sustainability information of the Company which will approve the sustainability information of the financial year ending on 31 December 2025. In compliance with article 3:60 §2 of the Belgian Code of Companies and Associations, the aforementioned firm designates Alexis Van Bavel SRL to carry out the mandate, with Alexis Van Bavel, registered auditor, as permanent representative; to set the fees for this engagement at EUR 145,000 (excluding VAT, excluding out-of-pocket expenses, excluding the IRE/IBR fee); and to confirm the decision of the Company's shareholders' meeting held on 28 May 2024 to appoint PwC Bedrijfsrevisoren BV/PwC Réviseurs d'Entreprises SRL to carry out the assurance engagement on the sustainability information, as set forth in article 3:58, §6 of the Belgian Code of Companies and Associations, for the financial year ended on 31 December 2024. The fee for this engagement amounts to EUR 200,000 (excluding VAT, excluding out-of-pocket expenses, excluding IBR/IRE fee).

1. Approval of the remuneration report.

Proposed resolution: it is proposed to approve the remuneration report for the financial year 2024 as set out in the 2024 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, 12 May 2025, 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