RPR/Legal entities register /BTW-VAT no. BE Brussel/Brussels

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1 Naamloze Vennootschap/ Public Limited Company A. Vaucampslaan 42, 1654 Huizingen RPR/Legal entities register /BTW-VAT no. BE Brussel/Brussels VOLMACHT VOOR DE BUITENGEWONE ALGEMENE AANDEELHOUDERSVERGADERING OP 30 SEPTEMBER 2015 VANAF UUR POWER OF ATTORNEY FOR THE EXTRAORDINARY SHAREHOLDERS MEETING OF SEPTEMBER 30, 2015 AT 5 P.M. Ondergetekende,..1 The Undersigned met maatschappelijke zetel c.q. domicilie te.2 1 Voor vennootschappen, gelieve aan te geven de officiële maatschappelijke benaming van de vennootschap die effecten uitgegeven door RealDolmen aanhoudt; en de naam, voorna(a)m(en) en functie van de perso(o)n(en). For companies, please indicate the official name of the company holding the securities issued by RealDolmen; and the name, first name(s) and function of the person(s) representing the company. 2 Gelieve het volledige adres op te geven. Voor vennootschappen, gelieve ook het registratienummer (in België RPR-nummer) op te geven en de plaats van de registratie. Please indicate complete address. For companies, please also indicate the registration number (in Belgium the so-called RPR/RPM number) and the place of registration. 1

2 having its registered office or domicile in, Houder van: Holder of3: ISIN BE ISIN BE aandelen, shares aandelen, shares en/of and/or warranten warrants uitgegeven door de naamloze vennootschap RealDolmen, waarvan de maatschappelijke zetel is gevestigd te 1654 Huizingen, A. Vaucampslaan 42, ingeschreven in de Kruispuntbank der Ondernemingen, RPR (Brussel) (hierna de Vennootschap ): issued by the corporation RealDolmen, with registered office at 1654 Huizingen, A. Vaucampslaan 42, registered in the Crossroads Bank for Enterprises RPR/RPM (Brussels) (the Company ): stelt aan tot bijzondere gevolmachtigden, elk afzonderlijk handelend, met recht van substitutie: constitutes and appoints special representatives, each acting individually, with the right of substitution: Elke bestuurder van de vennootschap, Each director of the company, Thierry de Vries, Secretaris Generaal, Thierry de Vries, Secretary General, Hierna de Volmachtdrager Hereinafter the Proxy Holder Om hem/haar te vertegenwoordigen op de buitengewone algemene vergadering van aandeelhouders die zal gehouden worden op de maatschappelijke zetel van de vennootschap, te 1654 Huizingen, A. Vaucampslaan 42, op 30 september 2015, vanaf 17 uur en die zal beraadslagen en beslissen over de hierna volgende agenda en voorstellen van besluit. 3 Gelieve het exacte aantal effecten op te geven. Om effectief deel te nemen aan de algemene vergadering moet u naast deze volmacht ook het bewijs van uw eigendom voorleggen, dat naargelang de vorm van de effecten, moet worden geleverd door middel van een attest vanwege de financiële instelling waar de titels voor uw rekening worden aangehouden dan wel de inschrijving in het register van effecten op naam. Please indicate the exact number of securities. Please also note that you should, in order to effectively participate to the general meeting, provide the proof of your ownership, which, depending on the form of securities should be delivered by a confirmation of the financial institution which holds the securities on your behalf or the registration in the register of nominative securities. 2

3 To represent him/her at the extraordinary shareholder s meeting, which will be held at the registered seat of the company, at 1654 Huizingen, A. Vaucampslaan 42, on September 30, 2015 as from 17:00 and that will deliberate and resolve upon the following agenda and proposed resolutions. 3

4 Extraordinary general shareholders meeting 1 Restatement of the articles of association - amendment of the number of shares. Article 10 of the articles of association is replaced by: The share capital is represented by 5,207,767 shares without nominal value, that each represent an equal fraction of the share capital. 2 Capital reduction by incorporation of losses, in accordance with article 614 of the Belgian Company Code. The general shareholders' meeting decides to reduce the share capital in accordance with article 14 of the Belgian Company Code by ,98 to bring it from ,00 to ,02, by way of incorporation of losses for an amount of ,98 as apparent from the statutory (non consolidated) financial statements for the financial year ended on March 31, The general shareholders' meeting decides that the capital reduction shall occur without cancellation of existing shares of the company, is to be borne by each of the existing shares in the same manner, and shall be fully imputed on the fiscal paid-up share capital. Following the capital reduction, each share shall represent the same fraction of the company s share capital. Article 6 of the company's articles of association shall be amended and restated to take into account the aforementioned capital reduction. 3 Capital increase by incorporation of issue premium. The general shareholders' meeting decides to increase the share capital by ,98, without issuance of new shares and by incorporation of issue premium (as apparent from the statutory (non consolidated) financial statements for the financial year ended on March 31, 2015) in the share capital. Following the capital increase, each share shall represent the same fraction of the company s share capital. Article 6 of the company's articles of association shall be amended and restated to take into account the aforementioned capital increase. 4 Reduction of the share capital distribution to the shareholders. Subject to the application of the provisions of Articles 612 and 613 of the Belgian Company Code, and subject to the provisions below, the general shareholders' meeting decides to reduce the company's share capital, by way of a distribution of 0.29 per share to each of the shares outstanding on the date of the 4

5 extraordinary general shareholders' meeting. In implementation hereof, the general meeting resolves as follows: (a) The share capital shall be reduced by an amount equal to 0.29 per share multiplied by the total number of shares outstanding on the date of this extraordinary general shareholders' meeting. The capital reduction shall occur without cancellation of existing shares of the company, is to be borne by each of the existing shares in the same manner, and shall be fully imputed on the fiscal paid-up share capital. Following the capital reduction, each share shall represent the same fraction of the company s share capital. (b) In accordance with Article 613 of the Belgian Company Code, no distribution to the shareholders in implementation of the capital reduction shall be permitted as long as the demands for additional collateral, as the case may be, by creditors who within a term of two months following the publication of the present resolution in the Annexes to the Belgian Official Gazette have made a demand for additional collateral for receivables that came into existence prior to, and that have not yet matured at, the date of such publication or for which proceedings have been initiated in a court of law or an arbitral tribunal before the date of the general shareholders' meeting approving the present resolution, have not been satisfied, unless such demands for additional collateral have been rejected by an enforceable ruling by a competent court of law. (c) Article 6 of the company's articles of association shall be amended and restated to take into account the aforementioned capital reduction. (d) The general shareholders' meeting decides to authorise the board of directors (with power of substitution) to implement and execute the aforementioned capital reduction, including the power to determine the record date and the payment date of the distribution of the capital reduction in accordance with applicable legislation and regulations, as well as the formalities for the distribution of the capital reduction. The board of directors shall have the right to sub-delegate the exercise of the powers referred to in this paragraph (in whole or in part) to one or two directors. 5 Renewal of the authorisation of the board of directors to increase the share capital in the framework of the authorised capital. 5.1: Submission of the Special Report drafted by the board of directors in accordance with article 604 of the Belgian Company Code. 5.2: In application of article 603 of the Belgian Company Code, renewal of the special authorisation to increase the share capital by an amount up to the amount of the share capital. The general meeting decides to renew the authorisation granted to the board of directors to increase the share capital in accordance with article 603 of the Belgian Company Code. Article 6 of the articles of association is replaced in its entirety by the following provision (whereby the reference "[date]" shall be the date on which the general meeting grants the authorisation in the framework of the authorised capital land whereby the reference "[amount]" shall be the amount of the share capital of the company on the moment of approval of the authorisation under the authorised capital by the general meeting, taking into account any capital increases or capital reductions approved by the same general meeting) and whereby the transitional provisions will be deleted: Further to the resolution of the general meeting of shareholders of [date], the board of directors is authorised to increase the company's share capital, in one or more times, with a maximum amount equal to the share capital of the company on the date of this meeting, being [amount]. This authorisation is valid for a five (5) year period starting on the date on which the resolution on the authorisation of the general meeting is published in the annexes to the Belgian Official Gazette. The board of directors can decide to increase the share capital by contribution in cash or in kind or by conversion of reserves, including retained earnings, with or without issuance of new securities. The capital can be increased through issuance of shares, with or without voting rights and with the same or other rights, preferential or not, as the existing shares, through issuance of warrants (without consideration or at a certain issuance price) or through issuance of convertible bonds. 5

6 The board of directors is authorized and obliged by the general meeting to book any share premium to be paid upon subscription to the capital increase within the framework of the authorized capital, on a blocked account which will serve to the same extent as the share capital as a guarantee for third parties and which can only be decreased or booked away by decision of the general shareholders meeting resolving in accordance with the rules applicable for an amendment of the articles of association. The board of directors is authorized to, in the interest of the company, restrict or cancel the preferential subscription rights for the benefit of one or more specific persons that are not members of the personnel of the company or its subsidiaries, subject to, a.o. upon issuance of warrants, compliance with the relevant provisions of the Belgian Company Code. In the event of a limitation or cancellation of the preferential subscription right, the board of directors can give preference to the existing shareholders. Further to the resolution of the general meeting of shareholders of [date], the board of directors is authorized, in case of a notification by the Belgian Financial Services and Markets Authority (FSMA) of a public takeover bid on the financial instruments of the company, to increase the company's share capital in cash or in kind, with or without cancellation or limitation of the preferential subscription right, among others to the benefit of one or more persons who are not an employee of the company, subject to applicable laws. This authorization will be valid for a period of three years starting on [date]. The board of directors is authorized to align the articles of association of the company with the decisions to increase the share capital in the framework of the authorised capital." 6

7 6 Restatement and amendment of the articles of association form of the shares. Article 11 of the articles of association is replaced by: The shares that have not yet been fully paid shall be held in registered form. The shares that have been fully paid up and the other securities of the company shall be held in registered or dematerialized form. The dematerialized security is represented by an entry on an account held with a certified account holder or with a clearing institution, in the name of the owner or the holder. For securities in registered form, a register is held for each class of securities. Every holder of securities can consult the register relating to his securities. The owner can at any time request, at his own expense, the conversion of his securities into securities in registered form or into dematerialized securities. The register for registered shares can also be held in electronic form. The board of directors can decide to outsource the holding and management of the electronic share register to a third party. All entries in the register including transfers and conversions can validly be made based on documents or instructions that are transferred, electronically or otherwise, by the transferor, the transferee and/or the holder of securities. The holders of registered shares are obliged to notify the company in case of any change in their domicile. In the absence of notification, they are deemed to have elected domicile at their former domicile. " 7 Restatement and amendment of the articles of association participation to the general shareholders meeting. Article 24, first paragraph, of the articles of association is replaced by: The right to participate in the general shareholders' meeting and to vote is subject to the registration of the shares of such shareholder on the fourteenth day prior to the general shareholders' meeting, at midnight (Belgian time), either for registered shares, by the registration of these shares in the name of the shareholder in the register of registered shares of the company, or either, for dematerialised shares, by the registration of these shares in the name of the shareholder in the accounts of a certified account holder or clearing institution, regardless of the number of shares owned by such shareholder on the day of the general meeting." 8 Cancellation of the VVPR-strips. The general shareholders' meeting acknowledges that the rights conferred by the VVPR-strips issued by the company have been extinguished pursuant to a change in Belgian laws and consequently cancels all VVPR-strips issued by the company. 9 Renewal of the authorisation of the board of directors to acquire own shares when such acquisition is required to prevent serious imminent harm to the company. 7

8 The general meeting decides to renew the authorisation of the board of directors to purchase own shares when such acquisition is required to prevent serious imminent harm to the company. The existing text of article 12 of the articles of association is replaced by the following new article 12: The acquisition of own shares or profit certificates or certificates relating thereto, by purchase or exchange, directly or through a person acting in his own name but for the account of the company, as well as the subscription to such certificates after the issuance of the shares or profit certificates to which they relate, shall comply with the requirement provided for by article 620 and following of the Belgian Company Code. No resolution of the general meeting is required if the acquisition is required to prevent serious imminent harm to the company. This authorisation is only valid for three (3) years as from the date of on which the resolution on the authorisation by the general meeting is published in the annexes to the Belgian Official Gazette; it can be prolonged for the same term subject to the provisions of article 559 of the Belgian Company Code on quorum and majorities. The company can only transfer such acquired shares, profit certificates, or certificates pursuant to a decision by the general meeting adopted in accordance with the aforementioned article 559; the general meeting determines the conditions at which these transfers can take place. This preliminary approval of the general meeting is however not required for shares or certificates that are listed in the sense of article 4 of the Belgian Company Code. The board of directors can transfer such shares or certificates that are listed in the sense of article 4 of the Belgian Company Code at any time, without any time limitation, on or outside of a regulated market. 10 Mandate to purchase own shares - renewal. The extraordinary general shareholders' meeting authorises the board of directors to, in accordance with the provisions of the Belgian Company Code, continue to use the authorisation granted on October 5, 2011 to purchase own shares, and this subject to the same terms as determined in the aforementioned authorisation, in view of either their cancellation which, however, does not need to take place immediately, but can take place at one or more occasions deemed appropriate by the board of directors, or in view of their use at one or more occasions deemed appropriate by the board of directors and at conditions deemed appropriate by the board of directors (i) for transfer or (ii) for the hedging of a new plan relating to the amendment of variable remuneration of the executive management, and this for a five year period starting from the date on which the resolution on the authorisation by the general shareholders meeting is published in the annexes to the Belgian Official Gazette. Te dien einde kan de Volmachtdrager ondermeer: For this purpose the Proxy Holder can amongst other things: - indien en in de mate dat hierboven geen steminstructie zou zijn aangegeven, stemmen naar eigen inzicht; 8

9 if and to the extent that no voting instruction would have been given above, vote in accordance with his proper opinion; - in naam en voor rekening van Ondergetekende aanwezigheidslijsten en notulen en eventuele bijlagen daartoe of andere documenten tekenen waar vereist of gepast; deelnemen aan alle beraadslagingen, woonplaats kiezen, zijn stem uitbrengen in de zin die de Volmachtdrager gepast voorkomt met betrekking tot de verschillende punten op de agenda van de vergadering (zoals deze eventueel zouden worden gewijzigd op de vergadering), stemmen over eender welk voorstel, zaak of vraag die zou kunnen voorgelegd worden aan de vergadering; sign attendance lists and minutes, including annexes hereto, if any, or other documents where required or appropriate, in the name of and for the account of the Undersigned; participate in all deliberations, elect domicile, vote on the different items on the agenda of the meeting in the way that the Proxy Holder deems appropriate (as might be modified during the meeting), vote on any proposal, matter or question, which might arise at such meeting; - in de mate dat Ondergetekende houder is van warrants en/of converteerbare obligaties van de Vennootschap, in naam en voor rekening van Ondergetekende, deelnemen aan voormelde vergadering doch slechts met raadgevende stem overeenkomstig artikel 537 van het Wetboek van vennootschappen en aanwezigheidslijsten en notulen en eventuele bijlagen daartoe of andere documenten tekenen waar vereist of gepast; to the extent that the Undersigned is a holder of warrants and/or convertible bonds of the Company, on behalf of and for the account of the Undersigned, participate in the abovementioned meeting but only with advisory vote in accordance with Article 537 of the Belgian Company Code and sign attendance lists and minutes, including annexes attached hereto, if any, or other documents where required or appropriate; - in het algemeen alles doen wat de Volmachtdrager nodig en/of nuttig lijkt voor de uitvoering van de volmacht, met belofte van bekrachtiging. in general do whatever the Proxy Holder deems necessary and/or useful for the execution of the power of attorney, with promise of ratification. 9

10 Opgemaakt te [plaats], op [datum], Done at [place], op [date], De Ondergetekende The Undersigned [DE HANDTEKENING DIENT TE WORDEN VOORAFGEGAAN DOOR DE HANDGESCHREVEN WOORDEN GOED VOOR VOLMACHT ] [THE SIGNATURE MUST BE PRECEDED BY THE WORDS GOED VOOR VOLMACHT / BON POUR POUVOIR ; MEANING GOOD FOR PROXY ] 10