Ordina N : Minutes AGM Ordina 7 april 2022

MINUTES OF THE GENERAL MEETING OF

ORDINA N.V.

HELD ON 7 APRIL 2022

AT THE OFFICES OF THE COMPANY AT RINGWADE 1, 3439 LM IN NIEUWEGEIN

1. Opening and announcements

Mr. J. van Hall, chairman of the Supervisory Board, opens the meeting at 14:30 hours and bids those present, including shareholders, members of the Supervisory Board, members of the Management Board and representatives of the Works Council, a warm welcome. Fortunately, on this occasion it is once again possible to attend the meeting in person.

The chairman notes that the full agenda and the associated documents were published on the company website in a timely fashion and that all statutory and legal formalities required to convene this meeting have been observed, which means the meeting is competent to pass legally binding resolutions.

The chairman continues with a number of notifications. The chairman notes that shareholders or proxy holders are present and/or represented, together representing 52,015,794 shares, which is approximately 55.78% of the company's share capital. The paid-up share capital amounts to EUR 9,325,593.40, divided into 93,255,930 shares, as per Wednesday 6 April 2022.

The chairman designates Mrs. Mulder as secretary to the meeting. The chairman notes that this meeting will be recorded on audio tape.

Look back at 2021

2a. Report of the Supervisory Board on the 2021 financial year

Acting on behalf of the Supervisory Board, the chairman presents the report of the Supervisory Board on the 2021 financial year.

The chairman notes that, as already explained in the annual report, 2021 was once again an exceptional and challenging year, in view of the extraordinary circumstances triggered by the pandemic. Despite this, the Management Board, together with all Ordina employees, managed to continue the positive trend, with more satisfied clients, a more pleasant working environment and strong financial results .

For more information on how the Supervisory Board carried out its supervisory tasks in the year under review, the chairman refers to the report of the Supervisory Board included in Ordina's annual report.

The chairman gives those present the opportunity to ask questions or make comments in response to the report of the Supervisory Board. The chairman notes that there are no questions regarding this agenda item and moves on to the next item on the agenda.

2b. 2021 Remuneration report

On pages 109 onwards in the 2021 annual report and in the 2021 Remuneration report, as published on Ordina's website, the company provided a detailed explanation of the remuneration of the members of the Management Board for 2021. The chairman refers to both of these documents, in which both the remuneration policy and the execution of same are explained in more detail.

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The chairman gives those present the opportunity to ask questions and gives the floor to Mr. Diaz, speaking on behalf of the Dutch Shareholders Association (VEB), who asks two questions about the financial targets used for 2021.

1. On what basis was the 11% EBITDA target set for the short-term variable remuneration and to what extent can this be seen as an ambitious target?
2. Costs came in 1% lower in 2021 as a result of Covid-19. To what extent was the incidental nature of this drop in costs taken into account when determining that this target had been met?

Mrs. Princen answered these questions as follows:

The on-target target was 11% EBITDA; the realised EBITDA amounted to 12.7% in 2021 (above target). In addition, Covid-19 had both positive and negative effects, and we looked at the whole picture. For instance, on an underlying level, productivity improved and the Supervisory Board also stook that into account.

With regards to the non-financial targets, the VEB asks two questions.

1. The VEB sees the explanation of the non-financial targets in the annual report as minimal and would like more concrete information on the targets, the ambition and the realisation of the non-financial targets in the short-term variable remuneration.
2. On what basis did you determine that the realisation of the targets was on target, while not all the targets were realised?
3. Why are the targets for 2022 the same as those in 2021?

Mrs. Princen answers these questions as follows:

1. Due to the nature of the non-financial targets, the Supervisory Board has discretionary authority when assessing the realisation of the targets. The Board sees this as important, as some targets, such as employee engagement and client satisfaction, are easy to measure, while others, such as certain sustainability and ESG targets, are less easy to measure. The Management Board's intentions and efforts then also play a role.
2. Of the non-financial targets set, only 'growth in added value' fell just short of the target. The fact that the other targets were realised and 'growth in added value' is on the right track led the Supervisory Board to find the non-financial targets as a whole on target.
3. Mr. Maes will explain this as part of agenda item 2c.

The chairman gives the floor to Mr. Van den Bos, a private shareholder, who notes that the profitability of the Company improved once again in the year under review, which he believes is an important parameter on the remuneration front.

The chairman notes that there are no further questions in response to this agenda item and moves on to the vote.

In accordance with the revised Shareholders' Rights Directive, which requires that the General Meeting cast an advisory vote on Ordina's Remuneration Report, shareholders are asked to issue a positive recommendation on this 2021 Remuneration Report in the context of this agenda item. The chairman asks those wishing to abstain from voting or to vote against the motion to make this known by raising their hands and stating their names.

The chairman notes that the General Meeting casts a positive vote on the 2021 Remuneration Report and does so by a majority of more than 99% of the votes cast.

The chairman moves on to the next item on the agenda.

2c. Report of the Management Board on the 2021 financial year

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The chairman moves on to the report of the Management Board on the 2021 financial year and hands the floor to Mr. Maes, and to Mrs. Van Donk-Van Wijnen.

Mr. Maes looks back on a successful 2021 financial year for Ordina. Compared with 2020, the financial year closed with 6.8% higher revenue of EUR 394.5 million. The EBITDA margin increased to 12.7% from 12.6% and the EBITDA came in at EUR 50.2 million. Net profit increased to EUR 24.6 million from EUR 22.3 million. Free cash flow amounted to EUR 27.6 million, which resulted in a net cash position of EUR 43.6 million. The number of direct employees increased slightly to 2,299 FTEs in 2021.

Ordina also realised almost all its strategic targets in 2021. Last year, Ordina once again enjoyed good cooperation with its clients, resulting in a high Ordina Net promoter score of 71 (previous: 64). In the years ahead, Ordina will standardise its client satisfaction surveys, with the client satisfaction index (minimum 7.5) as the primary KPI, and the Net promoter score as a secondary KPI. Employee engagement rose to 7.6 in 2021. Attracting and retaining top talent is strategically vital for Ordina's continued growth. This is why we have raised our target score to at least 7.5 from 7.0.

The transformation of the company, represented by the share of business proposition revenue, fell short of the target in 2021. In 2021, 40% of our revenue came from business propositions, an increase of 2%. There are three main underlying reasons for this delayed transition to 65% by the end of this year. Clients were more reluctant than expected to switch from the traditional way of doing business with Ordina. In addition, existing framework agreements with the government in particular are forcing Ordina to adopt a traditional delivery method (individual outsourcing). Finally, the pandemic led to delayed investments in core systems in the first half of 2021.

Ordina's 2026 strategic agenda focuses on the further acceleration of Ordina's transformation. In this context, we have also increased the target for the share of revenue from our business propositions to 75% (in 2026) from 65%. With an EBITDA of 12.7%, Ordina was once again well above the 10%-12% target set for 2022. The risk factors of inflation and geopolitical influences, among other things, are difficult to predict, but our clients' need to digitalise reinforces Ordina's conviction that it can achieve its 2026 targets. On the EBITDA margin front, we have increased the target to a range of 12%-14% for 2026.

In 2021, Ordina recorded growth of 6.8%, with organic growth of 6.1%, which far exceeded the target (3%-6%). Ordina has now adjusted its target to 5-8% organic growth, with a primary focus on organic growth supplemented by niche acquisitions. Looking at the revenue distribution, revenue from our Top-10 clients increased by 2% to 47%. In the public sector, revenue increased by 8.2% to EUR 163.9 million. Revenue in the financial services segment increased by 5.2% to EUR 103.7 million. In the industry sector, revenue came in 6.5% higher, partly due to the demand for solutions in the of business platforms and cloud, data-driven and cybersecurity domains. The acquisition of IFS Probity also made a positive contribution to revenue.

Mr. Maes notes that these figures confirm that Ordina has made good choices with its 2018-2022 strategy, and the associated business transition. Ordina once again achieved its 2021 targets for EBITDA margin (10-12%), employee engagement score (>7.0) and client satisfaction score (>70).

On the sustainability and diversity fronts, Ordina's ambition is to be CO2 neutral by 2030 and to achieve a CO2 negative footprint in the future. In addition to involving students and people who find it difficult to access the labour market, Ordina's ambition is for 30% of the total FTE workforce to consist of female employees by 2026. In 2021, Ordina was declared a Top Employer (talent management) in Belgium and the Netherlands and was awarded the gold certificate (environment) from EcoVadis for both Ordina NL and Ordina Belgium. Ordina was ranked second in the transparency benchmark (governance) and is in the top 10 in terms of gender equality at Equilab (diversity).

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Mrs. Van Donk-Van Wijnen then explains the financial results for 2021. Revenue came in at EUR 394.5 million in 2021, which represents an increase of 6.8% (6.1% organic), partly driven by high market demand, which led to higher productivity and improved rates. Revenue from the five business propositions increased by 2% and came in at 40% of total revenues. Revenue recorded with external employees increased as a result of the tender commitments in a number of framework agreements for the public sector.

EBITDA increased by EUR 3.8 million to EUR 50.2 million, representing an EBITDA margin of 12.7% (adjusted 12.1%), partly on account of lower costs of approximately EUR 3-4 million as a result of working from home due to COVID-19 restrictions, plus improved rates and higher productivity. The result was also influenced by one-off items such as the creation of a provision as a result of a dispute with a supplier, as opposed to the

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In the Netherlands, revenues increased by 5.5% to EUR 259.2 million. The EBITDA margin came in 0.8% higher at 10.8%, resulting in EBITDA of EUR 28.1 million compared with EUR 24.7 million in 2020. Excluding one-off effects, the underlying operating margin improved to 10.4%.

Revenues in Belgium and Luxembourg increased by 9.4% to EUR 135.3 million. The EBITDA margin was 16.2%, taking EBITDA to EUR 22.1 million; excluding non-recurring effects, this amounted to 15.2%. This excellent result was partly driven by continued strong productivity and more business proposition revenue, which compensated for higher personnel costs.

Mrs. Van Donk-Van Wijnen then moves on to explain the income statement.

As previously stated, revenue increased by 6.8%. Personnel costs rose to EUR 225.1 million as a result of the higher number of FTEs and an increase in payroll costs. This already includes the positive effects of COVID-19. The costs for outsourced activities increased to EUR 9.7 million, mainly due to contractual obligations related to public sector contracts. The net result came in EUR 2.3 million higher at EUR 24.6 million for the full year 2021. This took earnings per share to 26 eurocents, an increase of 2 eurocents.

With respect to capital allocation, Ms Van Donk-Wijnen notes that Ordina had a positive free cash flow and net cash position of EUR 43.6 million at year-end 2021. This means that Ordina is self-sufficient in terms of (temporary) working capital requirements and investment in growth.

Ordina proposes pay out a dividend of 60% of net profit, amounting to 15.8 eurocents per share. The dividend policy will remain 40%-60% of net profit. In addition, as of 1 May 2022, Ordina will initiate a EUR 15-million share buy-back programme and these shares will subsequently be cancelled. This means that Ordina is effectively returning a total of 120% of its profit to its shareholders.

Mr. Maes subsequently gives an update on the 2022 Management Agenda. The goal is to be the digital business partner of choice for large local companies and the public sector by 2026. To achieve this, in 2022 Ordina will focus on delivering superior added value via its high performance teams, a fast 'time-to-value' by deploying reusable digital solutions and on attracting, developing and retaining top talents by creating a next generation working environment.

The chairman thanks them both for their presentations and gives those present the opportunity ask questions.

The chairman gives the floor to Mr. Stevense, speaking on behalf of shareholder lobby group Stichting Rechtsbescherming Beleggers (SRB), who asks three questions.

1. What is driving Ordina's growth, primarily in the Netherlands?
2. What is the reason behind the proportionately large revenue growth in the second half of 2021?
3. In view of the high inflation and tightness on the labour market, among other things, are there sufficient opportunities to achieve the targeted margin improvements?

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These questions were answered as follows.

1. Mr. Maes notes that after a difficult period in the Netherlands, the company made a turnaround around two to three years ago and everyone in the company embraced and still embraces the chosen strategy. The joint efforts led to the accelerated growth that the company can now build on under the leadership of the newly appointed CEO in the Netherlands, Mr. De Bruin, as of 1 January 2022.
2. Ms. Van Donk-Van Wijnen answers that on the one hand this was the result of organic growth in the Netherlands and on the other hand it was related to the increased number of FTEs and the acquisition of IFS Probity in September 2021. Ms. Van Donk-Van Wijnen says she will mention the separate percentage of organic growth (post-acquisition) in the last quarter later in this meeting.
3. Mr. Maes explains that the strong demand for digitalisation, gives Ordina the opportunity to discuss rate increases with its clients. On the other hand, the sudden rise in inflation is an uncertain factor and only time will tell whether the higher costs can be incorporated in rates.

The chairman gives the floor to Mr. Admiraal, speaking on behalf of Mont Cervin. Mr. Admiraal takes the floor:

Mont Cervin S.à r.l. has been a major shareholder in Ordina N.V. since 2014. We place long-termvalue creation at the heart of all our investments. Since 2017, under Mr. Maes' leadership, the financial results have improved significantly, as have employee satisfaction and the Ordina Promoter Score. We support the strategy of marketing the High Performance Teams and understand the desire to acquire small, niche-orientedcompanies to accelerate organic growth. The business strategy is rock solid.

In contrast, we find your capital allocation policy diffuse. To illustrate, the dividend policy adopted by shareholders in 2018 is very clearly formulated: "the current dividend policy is that 35% of the net profit for a reporting year is paid out in cash to shareholders, with the basic principle being that a healthy balance sheet ratio is maintained for continuity. Based on the current dividend policy, a variable additional dividend may be considered if there are excess cash resources. It is proposed, based on the same principle and subject to the same conditions, to change the pay-out ratio". The dividend policy can be found in today's agenda in agenda Item 2f under 2. This is inconsistent with your intention to repurchase shares for € 15 million, inconsistent with previous communications at shareholders' and analysts' meetings and does not correspond with the dividend policy pursued in recent years. A share buy-back programme has never been mentioned. You have surprised and disappointed us with this.

The lack of a clear capital allocation policy does not do Ordina's valuation any good and encourages speculators and/or opportunists. This is not in the company's interest. For this reason, we again request that the principles surrounding 'a healthy balance sheet ratio' be reconsidered in light of the positive outlook and expect Ordina to continue to distribute all excess cash as dividend. After all, it is up to shareholders to weigh up whether to reinvest capital or place it elsewhere to generate a return

The chairman thanks Mr. Admiraal for his statement, which he says has been duly noted.

The chairman then gives the floor to Mr. Van den Bos, a private shareholder, who remarks that, contrary to what Mr. Admiraal states, he would have preferred to see the extra dividend paid in cash invested in a larger number of shares to be bought back by Ordina, which, in Mr. Van den Bos' opinion, would strengthen the company.

Mr. Diaz (VEB) is given the floor and asks about the relationship between the 2026 targets (EBITDA margin target of 12%-14%, accelerated annual revenue growth of 5%-8% and realisation of 75% of total revenue from the five business propositions). Mr. Maes explains that the overall 2026 target is to accelerate the transformation of Ordina from a classic service provider to a company that delivers added value to its clients. In addition to this key focus, Ordina will continue to devote attention to revenue growth and a healthy profit margin over and above market-based growth.

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