Proxy Solicitation & Information Statement • Apr 25, 2024
Proxy Solicitation & Information Statement
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In order to be valid, your completed and signed proxy must be in the possession of Ackermans & van Haaren NV by Tuesday May 21, 2024 at the latest (see practical formalities). We would like to remind you that any appointment of a proxy holder must be made in accordance with Belgian law, particularly regarding conflicts of interest and the keeping of a register of voting instructions.
Since the secretary of the general meeting has been included as proposed proxyholder and since he/she is potentially subject to the conflict of interest rules set forth in article 7:143, §4 CCA, you must also indicate specific voting instructions for each of the proposed resolutions. In case of absence of (clear) voting instructions, the proxy holder will be deemed to have been specifically
instructed to vote in favour of the relevant proposed decision. We recommend you to return this form by e-mail ([email protected]). Proxies arriving late or not complying with the required formalities may be rejected.
For dematerialized shares, the proxy must be accompanied by the bank certificate confirming your shareholding on May 13, 2024 (24h, Belgian time) (the registration date).
Please consult our Privacy Policy on our website, www.avh.be, for information on the processing of your personal data (including your rights).
The undersigned, ………………………………………………………………………………….........................................……. owner / usufructuary of ……………...…..............................dematerialized shares and/or …........................……………... registered shares of Ackermans & van Haaren NV, with registered office at Begijnenvest 113, 2000 Antwerp, hereby appoints the secretary of the general meeting or ………………………………………………………… (to be completed only if you wish to appoint another proxy holder) as special attorney in fact to whom he/she confers all powers for the purpose of representing him/her at the general meeting of Ackermans & van Haaren NV to be held on May 27, 2024 as of 14h.
This proxy also serves as confirmation of participation. The undersigned confirms his/her/its intention to participate to the aforementioned general meeting with all his/her/its shares or …………… ………………………….. shares. (Specific number of shares to be completed only in the event you intend to participate with less than the total number of shares. If no specific number is completed, we will assume that you wish to participate with all your shares.)
This proxy is valid for the total number of shares with which the undersigned intends to participate, but limited to the total number of shares for which the shareholding will be determined on the registration date in accordance with the practical formalities.
Please provide your specific voting instruction in the below agenda for each resolution proposed by the board of directors by colouring or checking the check box of your choice.
The proxyholder will vote on behalf of the undersigned in accordance with the voting instructions. In the absence of specific voting instructions with regard to the agenda items or if, for whatever reason, there is a lack of clarity with regard to the voting instructions, or if there should be a vote on decisions to be taken by the general meeting, during the meeting, subject to compliance with the Belgian Code of Companies and Associations, the proxy holder will be deemed to have been instructed to have received the specific voting instruction to vote in favour of the decision proposed by the board of directors, as amended as the case may be.
Agenda of the ordinary general meeting
Proposed decision: approval of the statutory and consolidated annual accounts for the financial year ended December 31, 2023, including the approval of a gross dividend of 3,40 euros per share.
As treasury shares are not entitled to a dividend, the total amount of the dividend payment will depend on the number of treasury shares held by Ackermans & van Haaren NV and the persons acting in their own name but on its behalf. Determination of May 29, 2024 at 23:59 Belgian time (i.e. the business day before the ex-date) as relevant time for determining the dividend entitlement and thus the cancellation of dividend rights attached to the treasury shares. Authorisation for the board of directors to insert the final amount of the total dividend payment (and other resulting changes in the profit allocation) in the statutory annual accounts.
□ For □ Against □ Abstention
Proposed decision: granting discharge to the directors for the performance of their mandate during the financial year ended December 31, 2023.
| Luc Bertrand | □ For | □ Against | □ Abstention |
|---|---|---|---|
| Sonali Chandmal | □ For | □ Against | □ Abstention |
| Marion Debruyne BV (Marion Debruyne) | □ For | □ Against | □ Abstention |
| Venatio BV (Bart Deckers) | □ For | □ Against | □ Abstention |
| Jacques Delen | □ For | □ Against | □ Abstention |
| Deborah Janssens | □ For | □ Against | □ Abstention |
| Julien Pestiaux | □ For | □ Against | □ Abstention |
| Thierry van Baren | □ For | □ Against | □ Abstention |
| Frederic van Haaren | □ For | □ Against | □ Abstention |
| De Lier BV (Frank van Lierde) | □ For | □ Against | □ Abstention |
| Menlo Park BV (Victoria Vandeputte) | □ For | □ Against | □ Abstention |
| Pierre Willaert | □ For | □ Against | □ Abstention |
Proposed decision: granting discharge to the statutory auditor for the performance of her mandate during the financial year ended December 31, 2023.
□ For □ Against □ Abstention
6.1 Proposed decision: approval of the renewal of the mandate of Mr Jacques Delen as nonexecutive director for a period of one (1) year until the end of the annual general meeting in 2025. Although Mr Jacques Delen has reached the age limit mentioned in article 2.3.3 of the company's Corporate Governance Charter, the board of directors wishes to propose Mr Jacques Delen for reappointment in view of his particular experience and knowledge of the banking sector.
□ For □ Against □ Abstention
1 The CV's of the persons concerned available on the website www.avh.be < Investors < General meetings.
6.2 Proposed decision: approval of the renewal of the mandate of Mr Pierre Willaert as nonexecutive director for a period of four (4) years until the end of the annual general meeting in 2028.
□ For □ Against □ Abstention
6.3 Proposed decision : approval of the renewal of the mandate of Marion Debruyne BV, permanently represented by Mrs Marion Debruyne, for a period of four (4) years until the end of the annual general meeting in 2028 and this as an independent director, as she complies with the independence criteria outlined in article 2.3.4 of the company's Corporate Governance Charter.
□ For □ Against □ Abstention
Each director is entitled to an annual base remuneration of 50,000 euros and an attendance fee of 2,500 euros per meeting of the board of directors or of an advisory committee, except for the nomination committee. An additional annual remuneration of 100,000 euros is granted to the chairman of the board of directors, 10,000 euros to the chairman of the audit committee, 5,000 euros to the members of the audit committee, and 2,500 euros to the members of the remuneration committee..
7.1 Proposed decision : approval of the voluntary resignation of the current auditor Ernst & Young Bedrijfsrevisoren BV, permanently represented by Mrs Christel Weymeersch, considering that the auditor's mandate has reached the legally allowed maximum term.
□ For □ Against □ Abstention
7.2 Proposed decision : upon recommendation of the audit committee, approval of the appointment as auditor of Deloitte Bedrijfsrevisoren BV, with registered office at 1930 Zaventem, Luchthaven Brussel Nationaal 1 J (0429.053.863), permanently represented by Mr Ben Vandeweyer, for a period of three (3) years until the end of the annual general meeting in 2027, and approval of the annual remuneration of 132,500 euros (excluding VAT and expenses, including ESEF and Oeso Pillar II and annually indexable).
□ For □ Against □ Abstention
7.3 Proposed decision : in anticipation of, and subject to, the imminent transposition of Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting (CSRD) into Belgian law, upon recommendation of the audit committee, approval of the proposal to entrust the auditor with the task of providing assurance for the consolidated sustainability information for a period of three (3) years until the end of the annual general meeting in 2027, and approval of the annual fee of 35,000 euros (excluding VAT and expenses, annually indexable).
□ For □ Against □ Abstention
Proposed decision : approval of the remuneration report for the financial year ended on December 31, 2023. This vote is advisory. If necessary, the company will explain in its next remuneration report how the vote of the general meeting was taken into account.
The proxy holder may also represent the undersigned at any other subsequent meeting having the same agenda.
In case of amendments to the agenda and proposed additional new or alternative resolutions as provided in article 7:130 BCCA, the company will publish a revised agenda and proxy form at the latest on May 10, 2024.
Proxies received in advance of the publication of the revised agenda will remain valid for the agenda items to which the proxies apply, subject, however, to applicable law and the further clarifications set out on the proxy forms.
In case of amendments to a proposed resolution or a new proposed resolution: □ the proxy holder must vote in favour of the amended or new resolution; □ the proxy holder must vote against the amended or new resolution; □ the proxy holder must abstain from the vote on the amended or new resolution. In the absence of an instruction, the proxy holder will abstain from the vote on the amended or new resolutions.
Done at ............................................................., on .............................................................. 2024.
(If the shareholder is a legal entity, this proxy must be signed by one or more persons who can validly represent it. Please also state explicitly the name and capacity of the signatory(-ies).)
SIGNATURE(S):
......................................................................................
Name: Capacity:
Please provide us with your telephone number and e-mail address so that we can reach you with any questions we may have regarding this proxy and your proxy's participation at the general meeting:
Phone number: ........................................................................................................... E-mail: .........................................................................................................................
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