CONVENING NOTICE ON THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF OKEY GROUP S.A.

OKEY GROUP S.A.

société anonyme

Registered office: 25, Boulevard Royal,

L-2449 Luxembourg

the Grand Duchy of Luxembourg

R.C.S. Luxembourg: B 80.533

(the Company)

EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

OF THE COMPANY

TO BE HELD ON WEDNESDAY DECEMBER 21, 2022 AT 25, BOULEVARD ROYAL, 

L-2449 LUXEMBOURG, THE GRAND DUCHY OF LUXEMBOURG

AT 10:00 A.M. CET

CONVENING NOTICE

Dear Shareholder,

You are hereby invited to the extraordinary general meeting of shareholders of the Company (the General Meeting) which is scheduled to take place on Wednesday December 21, 2022 at 10.00 a.m. Central European Time at 25, Boulevard Royal, L-2449 Luxembourg, the Grand Duchy of Luxembourg, in order to deliberate on the following matters:

Agenda of the General Meeting

1. To accept resignation of the current statutory auditor of the Company, PricewaterhouseCoopers, Société cooperative, and to grant discharge to the resigning statutory auditor for the execution of its mandate.

2.  To appoint MOORE Audit S.A., as approved statutory auditor of the Company, to hold office until the conclusion of the next Annual General Meeting.

3. To authorise the Board of Directors of the Company to determine the remuneration of the approved statutory auditor of the Company.

Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

A copy of the documentation related to the General Meeting is available at the registered office of the Company.

To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of shareholders of the Company at their registered office by 10 a.m. CET on November 28, 2022.

Changes to the register of shareholders of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

In case you are not able to attend, you may appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting. A proxy form is enclosed to this convening notice. In case you did not receive the aforementioned proxy or the enclosures referred to above, you may request these again directly from the Company.

The proxy should be returned to the Company before 15:00 CET on December 16, 2022 at the latest, by e-mail as a PDF (at marina.shagulina@okeygroup.lu) or fax at +352-24-527-084 with the original to follow by mail (at the registered office of the Company).

Yours sincerely,

Luxembourg, November 15, 2022

For the Board of Directors

Heigo KERA (Director)

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