Unifiedpost : 2.5.2024 - Recommendation of the Board of Directors with respect to the additional agenda points added by Alychlo NV - ENG

Recommendation of the Board of Directors on the advice of the Nomination and

Remuneration Committee

Alychlo NV has informed the Board of Directors of Unifiedpost Group of its decision to exercise the right to add additional agenda items onto the agenda of the forthcoming Ordinary General Shareholders Meeting of May 21, 2024, and its submission of proposals for resolutions on those agenda items. Based on the advice of the Nomination and Remuneration Committee (the "Committee"), the Board of Directors of Unifiedpost Group (the "Board") makes the following recommendations to the shareholders.

1. Appointment of Crescemus BV, with enterprise number 0521.873.163, represented by its permanent representative, Pieter Bourgeois, as director of the company for a term of four years and determination of remuneration.
   The Committee has provided a neutral advice regarding the appointment of Crescemus BV, with enterprise number 0521.873.163, represented by its permanent representative, Pieter Bourgeois to serve as director of the company for the proposed term and remuneration. Upon reviewing the curriculum vitae of Pieter Bourgeois, the Committee acknowledges that Mr. Bourgeois's qualifications and expertise are suitable for the directorial role. However, due to the absence of interviews with Mr. Bourgeois, the Committee cannot evaluate the potential impact of his appointment on the dynamics of the Board.
   The Board follows the advice of the Nomination and Remuneration Committee.
   Recommendation of the Board:"The Board of Directors recommends to leave the decision of the appointment of
   Crescemus BV, with enterprise number 0521.873.163, represented by its permanent representative, Pieter Bourgeois to serve as director of the company for the proposed term and remuneration at the discretion of the ordinary general meeting."
2. Appointment of Bever Consulting BV, with enterprise number 0883.695.635, represented by its permanent representative, Els Degroote, as director of the company for a term of four years and determination of remuneration.
   The Committee has provided a neutral advice regarding the appointment of Bever Consulting BV, with enterprise number 0883.695.635, represented by its permanent representative, Els Degroote, to serve as director of the company for the proposed term and proposed remuneration. Upon reviewing the curriculum vitae of Els Degroote, the Committee acknowledges that Mrs. Degroote's qualifications and expertise are suitable for the directorial role. However, due to the absence of interviews with Mrs. Degroote, the Committee cannot evaluate the potential impact of her appointment on the dynamics of the Board.
   The Board deviates from the Committee's advice. They deem the appointment of Bever Consulting BV as unfit with the operational cohesion and dynamics of the Board and believe it does not enhance the Board's effectiveness.
   Recommendation of the Board:"The Board of Directors recommends the ordinary general meeting to vote against the appointment of Bever Consulting BV, with enterprise number 0883.695.635, represented by its permanent representative, Els Degroote, as director of the company."
3. Appointment of Jinvest BV, with enterprise number 0477.073.417, represented by its permanent representative, Jürgen Ingels, as director of the company for a term of four years and determination of remuneration.
   The Committee has issued a negative advice regarding the appointment of Jinvest BV, with enterprise number 0477.073.417, represented by its permanent representative, Jürgen Ingels, to serve as independent director of the company for the proposed term and proposed remuneration. The Committee has evaluated the independence criteria outlined in article 3.5. of the Belgian Corporate Governance Code 2020 and article 3.3. (c) of the Corporate Governance Charter of Unifiedpost Group. It has determined that Jinvest BV is proposed for nomination by a shareholder holding more than 10% of the capital and therefore fails to meet the independence criteria as set out in in article 3.5. point 5 b of the Belgian Corporate Governance Code 2020 and article 3.3. (c) (v) of the Corporate Governance Charter of Unifiedpost Group.
   The Board follows this advice due to uncertainty regarding whether Jinvest BV (i) meets the required level of independence as stipulated in article 7:87 of the Belgian Companies and Associations Code, and (ii) maintains significant commercial, financial, and interpersonal connections with Alychlo NV.
   Recommendation of the Board: "The Board of Directors recommends the ordinary general meeting to vote against the appointment of Jinvest BV, with enterprise number 0477.073.417, represented by its permanent representative, Jürgen

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Ingels, as director of the company."

1. Appointment of Yellowfin Ventures BV, with enterprise number 0669.583.377, represented by its permanent representative, Joris Van Der Gucht, as director of the company for a term of four years and determination of remuneration.
   The Committee has issued a negative advice regarding the appointment of Yellowfin Ventures BV, with enterprise number 0669.583.377, represented by its permanent representative, Joris Van Der Gucht, to serve as independent director of the company of the company for the proposed term and proposed remuneration. The Committee has evaluated the independence criteria outlined in article 3.5. of the Belgian Corporate Governance Code 2020 and article 3.3. (c) of the Corporate Governance Charter of Unifiedpost Group. It has determined that Yellowfin Ventures BV is proposed for nomination by a shareholder holding more than 10% of the capital and therefore fails to meet the independence criteria as set out in in article 3.5. point 5 b of the Belgian Corporate Governance Code 2020 and article 3.3. (c) (v) of the Corporate Governance Charter of Unifiedpost Group.
   The Board follows this advice due to uncertainty regarding whether Yellowfin Ventures BV (i) meets the required level of independence as stipulated in article 7:87 of the Belgian Companies and Associations Code, and (ii) maintains significant commercial, financial, and interpersonal connections with Alychlo NV and/or its proposed directors.
   Recommendation of the Board: "The Board of Directors recommends the ordinary general meeting to vote against the appointment of Yellowfin Ventures BV, with enterprise number 0669.583.377, represented by its permanent representative, Joris Van Der Gucht as director of the company."
2. Dismissal of AS Partners BV, with enterprise number 0466.690.556, represented by its permanent representative, Stefan Yee, as director of the company, effective May 21, 2024.
   The Board unanimously values the enduring contributions made by AS Partners BV, represented by Stefan Yee, to the company's growth and evolution. The Board believes that AS Partners BV will uphold the company's strategy in the future.
   Recommendation of the Board: "The Board of Directors recommends the ordinary general meeting to vote against the dismissal of AS Partners BV, with enterprise number 0466.690.556, represented by its permanent representative, Stefan Yee, as director of the company."
3. Dismissal of First Performance AG, with enterprise number 0781484854, represented by its permanent representative, Michaël Kleindl, as director of the company, effective May 21, 2024.
   The Board unanimously values the enduring contributions made by First Performance AG, represented by its permanent representative, Michaël Kleindl, to the company's growth and evolution. The Board believes that First Performance will uphold the company's strategy in the future.
   Recommendation of the Board: "The Board of Directors recommends the ordinary general meeting to vote against the dismissal of First Performance AG, with enterprise number 0781484854, represented by its permanent representative, Michaël Kleindl, as director of the company."

Unifiedpost Group

Board of Directors

April 30, 2024

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