Viohalco S.A. — Proxy Solicitation & Information Statement 2026

Apr 23, 2026

VIOHALCO

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

VOTE BY MAIL

| Annual Ordinary Shareholders’ Meeting of Viohalco SA (the Company) of 26 May 2026 at 12.00 pm (CET) at the registered office of the Company, 30 Avenue Marnix, 1000 Brussels, Belgium (the Meeting). |
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| This signed form must be returned by Wednesday, 20 May 2026 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)

Domicile / Registered office

Owner of

number
dematerialised shares ()
registered shares ()
of Viohalco SA

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votes by mail in the following way with respect to the Annual Ordinary Shareholders' Meeting of the Company that will be held on Tuesday, 26 May 2026 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.

1. Management report of the Board of Directors on the annual accounts of the Company for the accounting year ended 31 December 2025.
2. Report of the statutory auditor on the annual accounts of the Company for the accounting year ended 31 December 2025.
3. Presentation of the consolidated financial statements, the management report, and the report of the statutory auditor on the consolidated financial statements.
4. Approval of the annual accounts for the financial year ended 31 December 2025 (including allocation of the results and the distribution of a gross dividend of EUR 0.27 per share).

Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2025, including the allocation of results contained therein and the distribution of a gross dividend of EUR 0.27 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 2025.

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 2025.

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 submitted for approval to this Meeting under agenda item 9.

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 2027;

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 2027;

FOR
AGAINST
ABSTAIN

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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 2027;

FOR
AGAINST
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ABSTAIN
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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 2027;

FOR
AGAINST
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ABSTAIN
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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 2027;

FOR
AGAINST
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ABSTAIN
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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 2027;

FOR
AGAINST
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ABSTAIN
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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 2027;

FOR
AGAINST
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ABSTAIN
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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 2027;

FOR
AGAINST
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ABSTAIN
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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 2027;

FOR
AGAINST
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ABSTAIN
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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 2027; Mr. Christodoulou complies, and has declared that he complies, with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and in Principle 3.5 of the 2020 Belgian Corporate Governance Code (with the exception of point 2 of provision 3.5 of such Code, “having served as a non-executive director for no more than 12 years”). Mr. Christodoulou has explicitly declared that he does not maintain any relationship with the Company or with a major shareholder that could jeopardize his independence, and the Board of Directors hereby expressly states that it has no indication of any element that could call into question Mr. Christodoulou’s independence within the meaning of Article 7:87 of the Belgian Code of Companies and Associations. The Board of Directors notes that Mr. Christodoulou has been a member of the Board of Directors as an independent non-executive director since November 2013. Nevertheless, the Board of Directors is of the opinion that there is no reason to question his independence as he does not perform any special assignments for the Company nor for a major shareholder outside his directorship for which he has waived all his remuneration. Moreover, Mr. Christodoulou has consistently demonstrated independence and a critical mindset in his capacity as a director, and he makes a significant contribution through his expertise and his knowledge of the sector in which the Company operates;

FOR
AGAINST
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ABSTAIN
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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 2027; 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
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ABSTAIN
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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 2027; 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
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ABSTAIN
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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 2027; 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
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ABSTAIN
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Proposed resolution: it is proposed to renew the appointment of Mrs. Marina Sarkisian Ochanesoglou 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 2027; Mrs. Sarkisian Ochanesoglou 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
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ABSTAIN
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1. Confirmation appointment and duration mandate of the statutory auditor for the assurance of the sustainability information and approval of fees.

Proposed resolution: it is proposed, upon recommendation of the Audit Committee, to confirm the decision of the Company's shareholders' meeting held on 27 May 2025 to appoint PwC Bedrijfsrevisoren BV - Reviseurs d'entreprises SRL (registered office in, 1831 Diegem, Culliganlaan 5, Belgium), permanently represented by Alexis Van Bavel, for the engagement of limited assurance on the sustainability information of the Company; and to confirm that the term of this mandate is three years, which started on 27 May 2025 and will end 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 145,000 (excluding VAT, excluding out-of-pocket expenses, excluding the IRE/IBR fee), subject to indexation on a yearly basis following the evolution of the consumer price index or as agreed between the parties.

FOR
AGAINST
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ABSTAIN
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1. Approval of the revised remuneration policy.

Proposed resolution: it is proposed to approve the revised remuneration policy drafted in accordance with article 7:89/1 of the Belgian Code of Companies and Associations, as set out in the 2025 annual report.

FOR
AGAINST
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ABSTAIN
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1. Approval of the remuneration report.

Proposed resolution: it is proposed to approve the remuneration report for the financial year 2025 as set out in the 2025 annual report.

FOR
AGAINST
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ABSTAIN
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*

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 Monday, 11 May 2026 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.