Groupe Bruxelles Lambert : OGM – Minutes of May 4, 2023

G R O U P E B R U X E L L E S L A M B E R T

Limited Liability Company

Avenue Marnix 24 - 1000 Brussels

Enterprise number: 0407 040 209 - RLE Brussels

Ordinary General Shareholders' Meeting held on May 4, 2023

Minutes

The meeting is opened at 3.00 pm at the Hotel de Merode, place Poelaert 6 at 1000 Brussels.

Priscilla Maters acts as Secretary. The CEO, Ian Gallienne, who also chaires this Meeting, as well as the Chief Financial Officer, Xavier Likin, complete the panel.

Victor Delloye and Guido De Decker act as Scrutineers.

Paul Desmarais, Jr., Chairman of the Board of Directors, attends the Meeting by videoconference.

The following Directors are also present: Gérald Frère, Antoinette d'Aspremont Lynden, Cedric Frère, Ségolène Gallienne - Frère and Agnès Touraine.

This Meeting is held in the physical presence of the shareholders and is also broadcast on GBL's website in video format (webcast).

The Chairman places on the table the supporting copies of the newspapers containing the convening notices published in accordance with Article 7:128 of the Code on companies and associations and Article 26 of the Articles of Association, namely:

• the Moniteur belge (Belgian Official Gazette) of April 4, 2023;
• L'Echo of April 4, 2023;
• De Tijd of April 4, 2023.

The registered shareholders were convened by letter or by email sent on April 4, 2023 containing the agenda with the subjects to be dealt with, the proposals for decisions, a detailed description of the formalities to be accomplished by the shareholders to attend and vote at the General Meeting, their right to ask questions in writing before the General Meeting as well as their right to request the inclusion of new items on the agenda. These shareholders also received a copy of the annual report, a detailed version of the annual accounts as at December 31, 2022, the report of the Statutory Auditor thereon and the report requested by Article 7:227 of the Code on companies and associations.

1.

The Directors and the Statutory Auditor were invited to the Meeting by email on April 4, 2023. No proof is required that this formality has been observed, in accordance with Article 7:132 of the Code on companies and associations and Article 26, paragraph 2 of the Articles of Association.

The company set up a register, which reflects the number of shares registered on April 20, 2023 at 12:00 pm (Record Date), in the register of registered shareholders' or on a securities account opened with a financial institution, and for which the shareholders expressed their wish to vote at the Meeting by April 28, 2023 at the latest.

The Secretary places on the table the register as well as a copy of the convening letters in French, Dutch and English sent to the registered shareholders on April 4, 2023, the certificates from the banks on the holders of dematerialized shares, the correspondence or the proxies and the votes by correspondence of the registered shareholders as well as the proxies and the votes by correspondence of the holders of dematerialized shares, a copy of the Management Report from the Board of Directors and the reports from the Statutory Auditor concerning the 2022 financial year and the annual accounts as at December 31, 2022 as well as a copy of the report requested by Article 7:227 of the Code on companies and associations.

The attendance list establishes that the number of shareholders present or represented amounts to 1,974 accounting for 107,428,055 shares, i.e. 73.23% of the capital representing 154,767,623 votes.

The Meeting is validly constituted to deliberate on the following agenda:

1. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS AND REPORTS OF THE STATUTORY AUDITOR ON THE 2022 FINANCIAL YEAR
2. FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022
3. 1. Presentation of the consolidated accounts for the year ended December 31, 2022.
   2. Approval of annual accounts for the year ended December 31, 2022.
4. DISCHARGE OF THE DIRECTORS

Proposal for the discharge to be granted to the Directors for duties performed during the year ended December 31, 2022.

4. DISCHARGE OF THE STATUTORY AUDITOR

Proposal for the discharge to be granted to the Statutory Auditor for duties performed during the year ended December 31, 2022.

5. RESIGNATION AND APPOINTMENT OF DIRECTORS

5.1. Acknowledgment of the resignation of Jocelyn Lefebvre as Director at the conclusion of this General Shareholders' Meeting (for information purposes).

2.

1. Acknowledgment of the expiration of the term of office as Director of Gérald Frère, Antoinette d'Aspremont Lynden and Marie Polet at the conclusion of this General Shareholders' Meeting (for information purposes).
2. Appointment of Directors
3. 1. Proposal to appoint Mary Meaney as Director for a four-year term and to acknowledge the independence of Mary Meaney who meets the criteria listed in Article 7:87, §1 of the Code on companies and associations and included in the GBL Corporate Governance Charter.
   2. Proposal to appoint Christian Van Thillo as Director for a four-year term and to acknowledge the independence of Christian Van Thillo who meets the criteria listed in Article 7:87, §1 of the Code on companies and associations and included in the GBL Corporate Governance Charter.
4. Renewal of Directors' term of office
5. 1. Proposal to re-elect for a four-year term, in his capacity as Director, Paul Desmarais, Jr. whose current term of office expires at the conclusion of this General Shareholders' Meeting.
   2. Proposal to re-elect for a four-year term, in his capacity as Director, Cedric Frère whose current term of office expires at the conclusion of this General
      Shareholders' Meeting.
   3. Proposal to re-elect for a four-year term, in her capacity as Director, Ségolène Gallienne - Frère whose current term of office expires at the conclusion of this General Shareholders' Meeting.

6. REMUNERATION REPORT

Proposal to approve the Board of Directors' remuneration report for the 2022 financial year.

1. LONG TERM INCENTIVE
2. 1. Report of the Board of Directors drawn up pursuant to Article 7:227 of the Code on companies and associations with respect to the guarantees referred to in the following resolution proposal.
   2. Pursuant to Article 7:227 of the Code on companies and associations, to the extent necessary, proposal to approve the grant by GBL of a guarantee with respect to a credit granted to a subsidiary of GBL, permitting the latter to acquire GBL shares in the framework of the annual long term incentive plan of the group.
3. MISCELLANEOUS

3.

In order to be adopted, the proposals on the agenda of this Meeting do not require a quorum and require a simple majority of the votes cast at the Meeting, with the exception of the proposal listed under item 7.2. which requires a quorum of half of the capital and a majority of three fourths of the votes cast at the Meeting.

* * *

Ian Gallienne and Xavier Likin present the group's achievements and results in 2022. Their presentation is attached to these minutes. Priscilla Maters presents the ESG strategy, her presentation is also attached to these minutes, a film about Affidea is shown, as well as a film about several projects supported by GBL under GBL Act.

Afterwards, Agnès Touraine, Chairwoman of the Governance and Sustainable Development Committee, comments the work of the Committee in 2022 and summarizes the remuneration report for the 2022 financial year, which is subject to the shareholders vote. Her speech is attached to these minutes. Mary Meaney and Christian Van Thillo, whose appointment will be proposed to the shareholders, are physically present and will introduce themselves to the shareholders.

According to Article 7:139 of the Code on companies and associations, the shareholders had the opportunity to send their written questions to the company. These questions were answered during the meeting. The questions and the respective answers are attached to these minutes.

Shareholders have the opportunity to ask further questions which are answered.

It is decided not to read the consolidated financial statements established as at December 31, 2022 (which are given in detail in the 2022 annual report), the management report from the Board of Directors and the Statutory Auditor's reports relating to the 2022 financial year, such documents having been provided in advance to the shareholders.

First resolution

The Meeting approves the annual accounts for the year ended December 31, 2022, including the appropriation of the profit, as proposed by the Board of Directors.

The dividend amounts to:

• EUR 2.75 per share gross;
• EUR 1.925 per share net.

The dividend will be paid as from May 15, 2023.

Based on the votes cast, this resolution is adopted by a majority of 99.98% of the votes, that is 151,921,063 shares voted in favor, 24,862 vote against and 2,816,443 abstained.

4.

Second resolution

The Meeting grants discharge to the Directors for duties performed during the year ended December 31, 2022.

Based on the votes cast, this resolution is adopted by a majority of 99.75% of the votes, that is 151,561,849 shares voted in favor, 380,789 vote against and 2,820,774 abstained.

Third resolution

The Meeting grants discharge to the Statutory Auditor for duties performed during the year ended December 31, 2022.

Based on the votes cast, this resolution is adopted by a majority of 99.75% of the votes, that is 151,495,869 votes in favor, 379,195 votes against and 2,888,548 abstentions.

Fourth resolution

The Chairman indicated that the term of office of several Directors expires at the end of the Ordinary General Meeting of May 4, 2023. Gérald Frère, Antoinette d'Aspremont Lynden and Marie Polet did not seek renewal of their term of office. In addition, Jocelyn Lefebvre has indicated that he wishes to resign as Director at the end of this Meeting.

The Meeting is invited to appoint Mary Meaney and Christian Van Thillo as Directors for a term of four years.

Fourth resolution - 1

The Meeting appoints Mary Meaney as Director for a term of four years (i.e. until the end of the General Meeting of 2027 called to approve the accounts for the financial year 2026) and notes the independence of Mary Meaney, which meets the criteria mentioned in article 7:87, §1 of the Code on companies and associations and included in the GBL Corporate Governance Charter.

Based on the votes cast, this resolution is adopted by a majority of 99.97% of the votes, that is 154,699,126 shares voted in favor, 48,387 vote against and 16,830 abstained.

Fourth resolution - 2

The Meeting appoints Christian Van Thillo as Director for a term of four years (i.e. until the end of the General Meeting of 2027 called to approve the accounts for the financial year 2026) and notes the independence of Christian Van Thillo, which meets the criteria mentioned in article 7:87, §1 of the Code on companies and associations and included in the GBL Corporate Governance Charter.

Based on the votes cast, this resolution is adopted by a majority of 99.79% of the votes, that is 154,421,796 shares voted in favor, 328,046 vote against and 16,770 abstained.

5.