Invibes Advertising N : Convocation to the Extraordinary General Meeting of October 25, 2021

INVIBES ADVERTISING NV

Technologiepark 82

9052 Zwijnaarde

BTW BE 0836.533.938

RPR Gent (afdeling Gent)

Dear shareholder of Invibes Advertising NV,

Date: 24 September, 2021

Subject: official notification regarding the upcoming Extraordinary General Meeting on 25

October 2021 at 10h30

Annexed you will find an invitation in Dutch (as legally required) and in English and French, regarding the convocation to the extraordinary general meeting that will be held on 25 October 2021 at 10h30 at the office of notary Ann De Paepe, 9000 Ghent, Charles de Kerchovelaan 14.

If the attendance quorum for the extraordinary general meeting is not reached, a second meeting will be held on 26 November 2021 at 10h at the office of notary Ann De Paepe, 9000 Ghent, Charles de Kerchovelaan 14, with the same agenda.

Yours sincerely,

_____________________

Kris Vlaemynck

Invibes Advertising NV, Reigerstraat 8, 9000 Gent, Belgium

KBO - BCE Gent BE0836.533.938

INVIBES ADVERTISING NV

Reigerstraat 8

9000 Ghent

BTW BE 0836.533.938

RPR Ghent (afdeling Ghent)

CONVOCATION TO THE EXTRAORDINARY GENERAL MEETING ON 25 OCTOBER 2021 AT 10H30

Dear Sir / Madam

Date: 24/09/2021

Subject: convocation to the extraordinary general meeting of Invibes Advertising NV

By this letter, the board of directors of Invibes Advertising NV invites you to attend the extraordinary general meeting that will be held on 25 October 2021 at 10h30 at the office of notary Ann De Paepe, 9000 Ghent, Charles de Kerchovelaan 14, with the following agenda.

If the attendance quorum for the extraordinary general meeting is not reached, a second meeting will be held on 26 November 2021 at 10h00 at the office of notary Ann De Paepe, 9000 Ghent, Charles de Kerchovelaan 14, with the same agenda.

1. AGENDA OF THE EXTRAORDINARY GENERAL MEETING

At the extraordinary general meeting of Invibes Advertising NV, the following agenda items will be discussed and decides upon:

1. Preliminary notification

B. Decisions relating to the issue of warrants relating to the warrant plan 2021

1. Acknowledgement, perusal and approval of the special report of the Board of Directors prepared in accordance with articles 7:180, 7:191 and 7:193 of the Belgian Companies' and Associations Code, describing and justifying the proposed issue of warrants including the proposed terms of the issue and exercise of warrants, and cancelling the preferential subscription right of the existing shareholders in favour of the person referred to in agenda item B.3;
2. Acknowledgement, perusal and approval of the report of the commissioner prepared in accordance with articles 7:180, 7:191 and 7:193 of the Belgian Companies' and Associations Code, in which the proposed issue of warrants is justified, and with the cancellation of the preferential subscription right of the existing shareholders in connection with the issue of the warrants in favour of the person referred to in agenda item B.3;
3. Approval of the cancellation of the preferential subscription right of the existing shareholders in application of articles 7:191 and 7:193 of the Companies' and Associations Code, in favour of the limited liability company VP Ventures, with registered office at 9000 Ghent, Reigerstraat 8, with enterprise number 0477.693.920, Register for Legal Entities Ghent, department Ghent;
4. Approval of the issue of three (3) warrants as described in the warrant plan 2021, under the terms and conditions in the special report of the board of directors mentioned under agenda item B.1, with cancellation of the preferential subscription right of the existing shareholders in favour of NV VP Ventures, aforementioned, and in application of articles 7:191 and 7:193 of the Companies and Associations Code
5. Approval to increase the share capital, subject to and to the extent of the partial or full exercise of warrants under the warrant plan 2021, in the amount of the exercise price of the exercised warrants, being the exercised warrants multiplied by the exercise price determined in the issue and exercise conditions as explained in the special report of the board of directors foreseen in agenda item B.1 and whereby the new shares will carry the same rights as all outstanding shares held by NV VP Ventures; amendment of the text of article 5 of the articles of association;
6. Approval of the granting of a power of attorney to each director of the company, individually, and with the possibility of substitution, to implement the decisions taken in accordance with the preceding agenda items and more specifically (i) the acknowledgement by authentic deed, in one or more times, of the exercise of the warrants, the payment of the subscription price of the exercised warrants, the acknowledgment of execution of the capital increase, the adoption of the capital increase

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resulting therefrom, the issue of the number of new common shares representing the capital increase, and to take all other actions that are necessary or useful in relation thereto; (ii) the modification of article 5 of the AoA (in which the amount of the registered capital and the amount of the issued shared shall be adjusted accordingly); (iii) coordination of the AoA; (iv) the practical arrangements of the modalities of execution; (v) coordination of the AoA, (iv) the practical arrangements of the modalities of execution; (v) take all necessary actions relating to all competent market authorities and to other supervising authorities relating to the issue of the warrants and the adoption of the capital increase, including the issue and access to the listing of the new shares on the Euronext Growth; (vi) the inscription in the shareholders register of the names of the persons who have subscribed to the newly emitted shares in the capital increase; and (vii) taking all other necessary or pertinent actions, the signing of all acts and minutes associated and all other administrative formalities relating to the exercise of the warrants and the capital increase;

1. Decisions relating to the issue of warrants relating to common stock option plans
2. 1. Acknowledgement, perusal and approval of the special report of the Board of Directors prepared in accordance with articles 7:180, 7:191 and 7:193 of the Belgian Companies' and Associations Code, justifying the proposed issue of warrants, including the proposed terms of the issue of warrants, and cancelling the preferential subscription right of the existing shareholders in favour of the person referred to in agenda item C.9;
   2. Acknowledgement, perusal and approval of the report of the statutory auditor prepared in accordance with articles 7:180, 7:191 and 7:193 of the Belgian Companies' and Associations Code, in which the proposed issue of warrants is justified, and with the cancellation of the preferential subscription right of the existing shareholders in connection with the issue of the warrants in favour of the person referred to in agenda item C.9;
   3. Approval of the cancellation of the preferential subscription right of the existing shareholders in application of articles 7:191 and 7:193 of the Companies' and Associations Code in favour of the subsidiary Invibes Finance SA, registered at 2157 Luxembourg, 7, Rue Mil Neuf Cents and with enterprise number (RCS) B42153;
   4. Approval of the issue of 136.100 warrants within the framework of the stock option plan, with cancellation of the preferential subscription right of the existing shareholders in application of articles 7:191 and 7:193 of the Companies' Code in favour of the subsidiary, aforementioned, under the terms and conditions in the special report of the Board of Directors mentioned in agenda item C.7;
   5. Approval to increase the share capital of Invibes Advertising NV, subject to and to the extent of the partial or full exercise of warrants within the framework of the stock option plan, in the amount of the exercise price of the exercised warrants, being the number of newly issued shares multiplied by the exercise price stipulated in the issue and exercise conditions of the warrants as set out in the special report of the Board of Directors referred to in agenda item 7; this against the issue of new shares with the same rights as the existing shares; including the adjustment of the text of Article 5 of the Articles of Association ("AoA);

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1. 1. Approval of the granting of a power of attorney to (i) each director of the company, acting individually, and (ii) the managing director ("gedelegeerd bestuurder"), the private company with limited liability "NEMO SERCIVES BVBA", permanently represented by Mr Kris Vlaemynck, individually, and with the possibility of substitution, to implement the decisions taken in accordance with the preceding agenda items and more specifically (i) the acknowledgement by authentic deed, in one or more times, of the exercise of the warrants, the payment of the subscription price of the exercised warrants, the acknowledgment of execution of the capital increase, the adoption of the capital increase resulting therefrom, the issue of the number of new common shares representing the capital increase, and to take all other actions that are necessary or useful in relation thereto; (ii) the modification of article 5 of the AoA (in which the amount of the registered capital and the amount of the issued shared shall be adjusted accordingly); (iii) coordination of the AoA; (iv) the practical arrangements of the modalities of execution; (v) coordination of the AoA, (iv) the practical arrangements of the modalities of execution; (v) take all necessary actions relating to all competent market authorities and to other supervising authorities relating to the issue of the warrants and the adoption of the capital increase, including the issue and access to the listing of the new shares on the Euronext Growth; (vi) the inscription in the shareholders register of the names of the persons who have subscribed to the newly emitted shares in the capital increase; and (vii) taking all other necessary or pertinent actions, the signing of all acts and minutes associated and all other administrative formalities relating to the exercise of the warrants and the capital increase;
2. Authorised capital
3. 1. Perusal, deliberation and decision to approve the special report of the Board of Directors prepared in accordance with article 7:199 of the Companies' and Associations Code with regard to the granting of the authority regarding the 'authorised capital'.
   2. Approval to modify article Article 22a1 of the AoA of the Company in the wordings as set out in the above mentioned special report;
4. General decisions
5. 1. Revocation of the mandate of the commissioner Martine Buysse, Eedstraat 80, 9052 Zwijnaarde (Ghent), Belgium
   2. Appointment of a commissioner
   3. Determining the duration of the assignment and the remuneration
   4. Approval to grant to (i) each director of INVIBES ADVERTISING NV, acting individually;
   5. 1. to the managing director ("gedelegeerd bestuurder") NEMO SERVICES BVBA individually (permanently represented by Mr. Kris Vlaemynck); and to (iii) Jan Temmerman, having office at 9000 Gent, Nieuwebosstraat 5, including their appointees; all with the possibility of subrogation, a power of attorney to fulfil all necessary administrative formalities and to sign all acts and minutes necessary to implement the

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