Campine : Meeting minutes

Naamloze Vennootschap

Nijverheidsstraat 2, 2340 Beerse

BTW BE0403.807.337 - RPR Turnhout

Minutes of the ordinary general meeting of shareholders, held at Grand Hotel Casselbergh, Hoogstraat 6, 8000 Brugge, on Wednesday 25 May 2022

The meeting is opened at 11.00 o'clock, under the presidency of Mr Patrick De Groote. The Chairman appoints Karin Leysen as Secretary and Jan Keuppens as "Schuiner".

The Chairman states that 1.109.847 shares were registered for participation to the general meeting and that according to the attendance list 1.108.115 shares, representing the same number of votes, are present or represented at the meeting.

The Chairman states that the invitation of the current meeting was published in compliance with legislation and articles of association of the company on 31 March 2022 in the written press: Belgisch Staatsblad and De Standaard and on 29 March 2022 on the website of Campine NV, E-corporate, Nasdaq

He presents the proof of these publications.

The Chairman concludes that the current meeting was convened in compliance with legislation and that the meeting can decide upon the following agenda:

1. Reading and discussion about the report of the board of directors, the annual accounts and consolidated annual accounts of the financial year closed on 31 December 2021.
2. Reading of and discussion about the auditor's report on the above-mentioned accounts.
3. Approval of the annual accounts of the financial year closed on 31 December 2021
   Resolution proposal: The ordinary general meeting approves the annual accounts of the financial year closed on 31 December 2021.
4. Approval of the appropriation of the result of the financial year closed on 31 December 2021.
   Resolution proposal: The ordinary general meeting decides to appropriate the result of the financial year closed on 31 December 2021 as proposed by the board of directors. The ordinary general meeting decides to distribute a dividend of € 4.200 mio (this means € 2.80 gross per share) against presentation of coupon no 13, with payment date: 10 June 2022 (ex-date: 8 June 2022 and record date: 9 June 2022).
5. Approval of the remuneration policy of the company.
   Resolution proposal: The ordinary general meeting approves the remuneration policy as mentioned in the annual report 2021.
6. Approval of the remuneration report of the financial year closed on 31 December 2021.
   Resolution proposal: The ordinary general meeting approves the remuneration report of the financial year closed on 31 December 2021.
7. Discharge to the board members for the financial year closed on 31 December 2021.
   Resolution proposal: The ordinary general meeting grants discharge to the board members for the execution of their mandate during the financial year closed on 31 December 2021.
8. Discharge to the auditor for the financial year closed on 31 December 2021.
   Resolution proposal: The ordinary general meeting grants discharge to the auditor for the execution of his mandate during the financial year closed on 31 December 2021.
9. Statutory nominations:

9a. Appointment of Mr Hans-Rudolf Orgs as director.: The mandate of Mr Hans-Rudolf Orgs ends. Proposal to renew the mandate of Mr Hans-Rudolf Orgs as director for a period of 4 years.

Resolution proposal: The ordinary general meeting approves the renewal of the mandate of Mr Hans-RudolfOrgs, as director for a period of 4 years. The mandate ends automatically, unless renewed, after the general meeting held in 2026. The directors' remuneration amounts to € 21.000 for 2022. According to the articles of association the amount is automatically increased by € 250 on the first day of each new financial year.

The Chairman presents the report of the Board of Directors and the report of the Statutory Auditor and opens the discussion regarding the approval of the annual accounts.

Afterwards the Chairman leads the voting.

For each decision 1.108.115 valid votes were noted, which represent 73,8743 % of the share capital.

1. The ordinary general meeting approves the annual accounts of the financial year closed on 31 December 2021:
2. • Unanimously (no votes against or abstention).
3. The ordinary general meeting decides to appropriate the result of the financial year closed on 31 December 2021 as proposed by the board of directors. The ordinary general meeting decides to distribute a dividend of € 4.200 mio (this means € 2.80 gross per share) against presentation of coupon no 13, with payment date: 10 June 2022 (ex-date: 8 June 2022 and record date: 9 June 2022):
4. • Unanimously (no votes against or abstention).
5. The ordinary general meeting approves the remuneration policy as mentioned in the annual report 2021.
6. • With 1.108.112 approving votes and 3 against.
7. The ordinary general meeting approves the remuneration report of the financial year closed on 31 December 2021:
8. • With 1.108.112 approving votes and 3 against.
9. The ordinary general meeting grants discharge to the board members for the execution of their mandate during the financial year closed on 31 December 2021:
10. • Unanimously (no votes against or abstention).
11. The ordinary general meeting grants discharge to the auditor for the execution of his mandate during the financial year closed on 31 December 2021
12. • Unanimously (no votes against or abstention).
13. Statutory nominations:

9a. : The ordinary general meeting approves the renewal of the mandate of Mr Hans-Rudolf Orgs, as director for a period of 4 years. The mandate ends automatically, unless renewed, after the general meeting held in 2026. The directors' remuneration amounts to € 20,750 for 2022. According to the articles of association the amount is automatically increased by € 250 on the first day of each new financial year..

• With 1.108.112 approving votes and 3 against.

The agenda being handled, the minutes of the meeting are read. After approval the document is signed by the officers and shareholders who wish so.

The meeting is closed.

the Secretary

the Chairman

the Schuiner