Blu Horizon Capital S A : General Meeting Convening notice to the annual general meeting of Orange Horizon Capital Group S.A.

Orange Horizon Capital Group S.A.

Société anonyme

Registered office: 2-4, rue du Château d'Eau

L-3364 Leudelange

R.C.S. Luxembourg: B258868

(the "Company")

CONVENING NOTICE

TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

Ladies and Gentlemen,

You are hereby kindly invited to attend the annual general meeting of shareholders of the Company which will be held:

on 25 May 2023 at 2:00 p.m. (CEST)

(or at any other time that may be subsequently communicated

to you by the board of directors of the Company) at 2, Place Winston Churchill, L-1340 Luxembourg (the "Meeting")

Pursuant to Article 15 of the articles of association of the Company (the "Articles"), you may participate in the Meeting by conference call. You are invited to join the Meeting at:

Date: 25 May 2023

Time: 2:00 p.m. (CEST)

Dial-in: https://elvingerhoss.webex.com/elvingerhoss/j.php?MTID=m74904f723e35eccaf31f4a94d3c2fa7a

Meeting number (access code): 2732 607 2340

Meeting password:OrangeAGM2023

All terms not otherwise defined therein shall have the meaning ascribed to them in the articles of association of the Company.

The Meeting has the following agenda:

AGENDA

1. Presentation of the report of the board of directors of the Company in respect of the financial statements for the financial year ended 31 December 2022;
2. Presentation of the report of the approved statutory auditor (réviseur d'entreprises agrée) of the Company in respect of the financial statements for the financial year ended 31 December 2022;
3. Approval of the financial statements (annual accounts, balance sheet, statement of profit and loss and annexes) of the Company for the financial year ended 31 December 2022;
4. Decision to carry forward the loss for an amount of EUR 85,675.14 to the next financial year;
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1. Discharge to the directors of the Company who have been in office during the financial year ended 31 December 2022 for the proper performance of their duties;
2. Discharge to the approved statutory auditor (réviseur d'entreprises agrée) of the Company who has been in office during the financial year ended 31 December 2022 for the proper performance of its duties;
3. Re-Appointmentof BDO Audit as approved statutory auditor (réviseur d'entreprises agrée) of the Company; and
4. Miscellaneous.

The shareholders may obtain a copy of the annual financial statements at the Company's registered office.

Should you wish to receive the reports of the board of directors of the Company and/or the approved statutory auditor (réviseur d'entreprises agrée) of the Company, you may request them, free of charge, by sending a letter to the Company.

In order for the Meeting to deliberate validly on all the items of the agenda, no specific quorum is required under Luxembourg law and the resolutions shall be approved by a simple majority of the votes expressed by the shareholders present or represented at the Meeting.

Each share entitles to one (1) vote and each shareholder may vote in person or by proxy.

The rights of a shareholder to attend the Meeting and to exercise a voting right attached to its shares are determined taking into account the number of shares held by it at midnight (CEST) on the fourteenth day prior to (and excluding) the date of the Meeting, i.e. 11 May 2023, being the Record Date as defined in Article 16 of the Articles.

Any shareholder who wishes to attend the Meeting must inform the Company thereof at the latest on the Record Date by email to Andrzej.Cebrat@aurelius-group.com.

In order for a shareholder to attend the Meeting, a certificate certifying the number of shares held by such shareholder on the Record Date must be obtained from its respective custodian bank. Such certificate must be sent to the Company prior to the Meeting by email to Andrzej.Cebrat@aurelius-group.comand the original by mail to the registered office of the Company, for the attention of Mr Andrzej Cebrat so as to be received before 24 May 2023 at 2:00 p.m. CEST.

Any shareholder who is not able to attend the Meeting in person is entitled to appoint another person as his/her/its proxy to attend and vote on his/her/its behalf at the Meeting. Such a shareholder is invited to send the proxy form enclosed in Schedule 1duly completed and signed prior to the Meeting by email to Andrzej.Cebrat@aurelius-group.comand the original by mail to the registered office of the Company, for the attention of Mr Andrzej Cebrat so as to be received before 24 May 2023 at 2:00 p.m. CEST.

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SCHEDULE 1

PROXY

FOR THE ANNUAL GENERAL MEETING

OF

ORANGE HORIZON CAPITAL GROUP S.A.

The undersigned,

[[name], born on [date of birth] in [place of birth], [country], residing at [address],/ [name], a [company form] existing under the laws of [country], having its registered office at [address] and being registered with the [name of registry] under number [registration number],]

being a shareholder of Orange Horizon Capital Group S.A., a public company limited by shares (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 2-4, rue du Château d'Eau, L-3364 Leudelange, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B 258.868 (the "Company"),

hereby appoints [•] as [his/her/its] special proxy with full power of substitution (the "Attorney"):

1. to represent the undersigned in relation to the annual general meeting to be held on 25 May 2023 or any other date that may be communicated by the board of directors or any adjournment thereof in order to approve the following points of the agenda:

AGENDA

1. 1. Presentation of the report of the board of directors of the Company in respect of the financial statements for the financial year ended 31 December 2022;
   2. Presentation of the report of the approved statutory auditor (réviseur d'entreprises agrée) of the Company in respect of the financial statements for the financial year ended 31 December 2022;
   3. Approval of the financial statements (annual accounts, balance sheet, statement of profit and loss and annexes) of the Company for the financial year ended 31 December 2022;
   4. Decision to carry forward the loss for an amount of EUR 85,675.14 to the next financial year;
   5. Discharge to the directors of the Company who have been in office during the financial year ended 31 December 2022 for the proper performance of their duties;
   6. Discharge to the approved statutory auditor (réviseur d'entreprises agrée) of the Company who has been in office during the financial year ended 31 December 2022 for the proper performance of its duties;
   7. Re-Appointmentof BDO Audit as approved statutory auditor (réviseur d'entreprises agrée) of the Company; and
   8. Miscellaneous.
2. in general to do and perform any and all acts and deeds which may be necessary or useful in the accomplishment of the present proxy and the agenda item set out above.

The undersigned hereby expressly confirms to have sufficient knowledge of the agenda of the meeting and have been provided with all supporting documentation in relation thereto prior to the meeting and waives

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any convening formalities required by law or by the articles of association of the Company. The undersigned further authorises the Attorney to accept to hold the meeting at any other date that may be communicated to the Attorney by the board of directors by any mean of communication, including at an earlier date, and to waive any convening formality required by law or by the articles of association of the Company.

The undersigned further hereby expressly confirms that the undersigned hereby agrees to fully indemnify the Attorney, and shall keep the Attorney fully indemnified, against any costs, claims, expenses, losses, liabilities and damages suffered by such Attorney in connection with the powers granted to him/her/it in the present proxy or in the exercise of any of the powers conferred, or purported to be conferred, on him/her/it by this proxy. The undersigned further hereby expressly confirms that the undersigned agrees to ratify and confirm all documents, deeds, acts and things which any of the Attorneys execute, do or purport to exercise or do in the exercise of any of the powers conferred, or purported to be conferred, by the present proxy.

This proxy is governed by, and shall be construed in accordance with, the laws of the Grand Duchy of Luxembourg. The district court of the city of Luxembourg (tribunal d'arrondissement de Luxembourg) shall have exclusive jurisdiction to hear any dispute or controversy arising from or in connection with this proxy.

The present proxy shall be valid until 30 June 2023.

________________ 2023

___________________________________

Name:

Title:

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