ATENOR : 2023 – EGM – Proxy for EGM (11.09.2023)

Atenor SA

Avenue Reine Astrid, 92 ­ B­1310 La Hulpe (Belgium)

Tel. 02/387.22.99 ̶ E-mailinfo@atenor.eu

RPM Walloon Brabant ̶ Company VAT No. BE 0403.209.303

(the "Company")

Extraordinary General Meeting of shareholders held on Monday 11 September 2023

P R O X Y

This paper form duly completed, dated and signed must be received by the Company no later than

Tuesday 5 September 2023 at 4:00 p.m. (Belgian time) at the registered office of the Company or by

email to info@atenor.eu.

Proxy forms received late or not meeting the required formalities will be rejected.

the power, with power of sub-delegation and substitution, to represent him/her at the Extraordinary General Meeting (the "EGM") of the Company to be held at the conference centre Dolce La Hulpe Brussels, located at chaussée de Bruxelles 135 in 1310 La Hulpe, on 11 September 2023 at 11:00 a.m. (Belgian time), and to vote on each of the resolutions proposed as indicated below:

Please provide your voting instructions (in favour, against, abstention) in writing under each proposed resolution.

In the absence of voting instructions, the Proxy Holder shall vote in favour of the resolutions on the agenda. Please note that, under the law, this does not apply if you appoint a member of the board of directors, an employee of the Company or any other person with a potential conflict of interest. This person will only be entitled to vote if specific instructions have been given to him/her for each item on the agenda.

1. Surname, first name / Company name
2. Full name, position (complete only if the Principal is a legal entity)
3. (delete as appropriate)
4. Surname - first name

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be authorised to continue the implementation of the operation (see composition and powers below, point 6 of the agenda) (hereinafter the "Committee") (each of (i) and (ii) acting individually, and with a power of sub-delegation and substitution), but which may not be less than 10.2344 euros per share (or the accounting par value of existing shares).

The new shares will be fully paid up.

A portion of the issue price of all new shares equal to the accounting par value of existing shares (at the time of the capital increase) multiplied by the number of new shares (and rounded up) shall be allocated to the "capital" account, and the balance shall be taken to one or several separate accounts available in the equity on the liabilities side of the balance sheet.

All shares (new and existing shares) shall have the same representative value in the capital (and the same accounting par value).

The Company will request the admission of new shares to trading on the Euronext Brussels regulated market.

The new shares will be offered in a public offering in Belgium. Subject to the relevant legal provisions, the new shares may also be offered via one or more public offerings/or private investments to institutional, qualified, professional or other investors in Belgium, in other jurisdictions outside Belgium, pursuant to a decision of (i) the Board of Directors or (ii) the Committee (each of (i) and (ii) acting individually, with power to sub-delegate and substitute).

Existing shareholders of the Company will have a statutory preferential right to underwrite new shares in accordance with articles 7:188 and 7:189 of the CAC.

Each existing share will give to the shareholder a statutory preferential right of subscription.

The statutory preferential right of subscription shall be in the form of a coupon, detached from each share.

The statutory preferential rights may be exercised and negotiated, separately from the existing shares, including for the benefit of persons who are not shareholders yet, for a public underwriting period of at least 15 calendar days, whose start and end dates shall be set by (i) the Board of Directors or (ii) the Committee (each of (i) and (ii) acting individually, with the power to sub-delegate and to substitute).

The Company will request that the statutory preferential rights be admitted to trading on the Euronext Brussels regulated market during the public underwriting period. Subject to the relevant statutory provisions, the statutory preferential rights shall then be freely tradeable on the Euronext Brussels regulated market, separately from existing shares, including for the benefit of persons who are not shareholders yet, during the public underwriting period.

Subject to the relevant statutory provisions,

1. the statutory preferential rights will give entitlement to underwrite new shares at the subscription ratio which shall be determined by (i) the Board of Directors or (ii) the Committee (each of (i) and (ii) acting individually, with the power to sub-delegate and to substitute). The statutory preferential rights cannot be used to underwrite new fractional shares, as appropriate. Moreover, registered preferential rights may not be combined with dematerialised preferential rights to underwrite new shares.
2. Company shareholders or persons having acquired statutory preferential rights who do not hold a sufficient number of statutory preferential rights to underwrite a round number of new shares at the applicable subscription ratio, may, during the public underwriting period, either acquire

additional statutory preferential rights to underwrite new shares at the applicable subscription ratio, or sell all or part of their statutory preferential rights.

Subject to the foregoing, the Company will prepare a prospectus for public offering in Belgium of new shares and the admission to trading of new shares and statutory preferential rights on the Euronext Brussels regulated market, which must be approved by the Belgian Financial Services and Markets Authority (hereinafter the "FSMA") in accordance with the applicable law. It is accepted that relevant legal provisions in jurisdictions other than Belgium may restrict or prohibit shareholders or other holders

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of statutory preferential rights outside Belgium to underwrite new shares, to negotiate statutory preferential rights or to exercise statutory preferential rights. Unless otherwise decided by (i) the Board of Directors or (ii) the Committee (each of (i) and (ii) acting individually, with the power to sub-delegate and to substitute), the Company shall not be required to offer new shares or statutory preferential rights to the public in jurisdictions outside Belgium.

The statutory preferential rights which are not exercised within the public underwriting period5 shall not be converted into "scrips", shall not be sold nor invested and will become null and void and will therefore have no value.

If the statutory preferential rights are not exercised during the public underwriting period, the remaining shares may be underwritten, in whole or in part, by 3D NV6, Stéphan Sonneville SA7 and Luxempart SA8 (and/or persons related to one or several of them) pursuant to an underwriting commitment, and, where applicable, by any other party, designated by (i) the Board of Directors or (ii) the Committee (each of (i) and (ii) acting individually, with the power to sub-delegate and to substitute), pursuant to an underwriting commitment (and/or by the credit institutions or other organising financial institutions (hereinafter the "Joint Global Coordinators") (in the name and/or on behalf of these final underwriters or new shares, and/or, where applicable, in their own name and/or on their own behalf in order to distribute new shares (directly or indirectly) to these final underwriters of new shares). The terms and conditions of these subscriptions may be set out in one or several underwriting commitments obtained by the Company or agreements concluded in the name and on behalf of the Company before or after the date of the general meeting and/or before or after the date of the capital increase (hereinafter collectively, the "Underwriting Commitments").

The amount of Underwriting Commitments may be increased after the date of the capital increase.

The underwriting of new remaining shares shall in any event be made at the sale issue price as that applicable during the public underwriting period, without additional compensation.

In the context and in return for these Underwriting Commitments, the Company may grant a priority right to the subscription of all or part of remaining shares. As a result, the Company may in particular give priority to shareholders who would sign an Underwriting Commitments (among which 3D NV (and/or any persons related to it) will have priority over the other shareholders who would sign an Underwriting Commitments (and/or persons related to one or several of them), and then to any party who would sign an Underwriting Commitment. The general meeting agrees that 3D NV (and/or persons related to it) will have priority over the other shareholders and investors.

In the context of the operation, 3D NV may increase its (direct or indirect) shareholding beyond 30% of shares with voting rights without being required to launch a public takeover bid towards the other shareholders of the Company.

The Company and its subsidiaries reserve the right to negotiate the statutory preferential rights attached to shares they hold during the public underwriting period, on the market or off-market, to existing or future shareholders.

Joint Global Coordinators are, shall or may be appointed by the Company for the purposes of the operation and, where applicable, the underwriting, the allocation or distribution of all or part of the new shares. In the context of the operation and, where applicable, the underwriting, allocation and distribution of new shares, the Joint Global Coordinators shall be authorised to underwrite new shares in

1. To avoid any misunderstanding, statutory preferential rights (a) in respect of which no valid subscription form has been received in due course or (b) in respect of which the full issue price has not been paid in due course, shall equally be deemed as not having been exercised.
2. A limited company established and existing under Belgian law, with registered office at Onafhankelijkheidslaan 17-18, 9000 Gand (Belgium) and registered with Banque-Carrefour des Entreprises under number 0448.341.027 (RPM Gand, Gand) (hereinafter "3D NV").
3. A limited company established and existing under Belgian law, with registered office at Rue du Mont-Lassy 62B, 1380 Lasne (Belgium) and registered with Banque-Carrefour des Entreprises under number 0461.220.350 (RPM Walloon Brabant) (hereinafter "Stéphan Sonneville SA").
4. A limited company established and existing under Luxembourg law, with registered office at Rue Léon Laval 12, 3372 Leudelange (Luxembourg) and registered with the Trade Register under number B27846 (hereinafter "Luxempart SA").

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