Pre-Annual General Meeting Information • Apr 23, 2020
Pre-Annual General Meeting Information
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In order to be valid, your completed and signed voting form must be in the possession of Ackermans & van Haaren NV by Thursday May 21, 2020 at the latest (see practical formalities). We would like to remind you that to validly cast your vote by correspondence, you must clearly indicate your voting choice or your abstention in the letter. We recommend you to return this form by e-mail ([email protected]). Forms of vote by correspondence arriving late or not complying with the required formalities may be rejected. For dematerialized shares, the form must be accompanied by the bank certificate confirming your shareholding on May 11, 2020 (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 votes by correspondence in the following way with respect to the annual general meeting of Ackermans & van Haaren NV, which will be held on May 25, 2020 at 15h.
This form of vote by correspondence 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 to be completed in the event the undersigned intends to participate with less than the total number of shares.)
This form of vote by correspondence is valid for the total number of shares with which the undersigned intends to participate, but limited to the total number of shares whose shareholding will be determined on the registration date in accordance with the practical formalities.
The vote of the undersigned on each of the proposed decisions on the agenda is as follows: (please colour or tick the checkbox of your choice)
Proposed decision: approval of the statutory and consolidated annual accounts for the financial year ended December 31, 2019, including the proposed allocation of the result in which it is proposed to reserve the profit realized in financial year 2019 in full.
| □ For | □ Against | □ Abstenon | |||
|---|---|---|---|---|---|
Proposed decision: granting discharge to the directors for the performance of their mandate during the financial year ended December 31, 2019.
| Alexia Bertrand | □ | □ | □ |
|---|---|---|---|
| For | Against | Abstention | |
| Luc Bertrand | □ | □ | □ |
| For | Against | Abstention | |
| Marion Debruyne BV (Marion Debruyne)□ | For | □ Against |
□ Abstention |
| Jacques Delen | □ | □ | □ |
| For | Against | Abstention | |
| Pierre Macharis | □ | □ | □ |
| For | Against | Abstention |
| Julien Pestiaux | □ | □ | □ |
|---|---|---|---|
| For | Against | Abstention | |
| Thierry van Baren | □ | □ | □ |
| For | Against | Abstention | |
| Menlo Park BV (Victoria Vandeputte) | □ | □ | □ |
| For | Against | Abstention | |
| Frederic van Haaren | □ | □ | □ |
| For | Against | Abstention | |
| Pierre Willaert | □ | □ | □ |
| For | Against | Abstention |
Proposed decision: granting discharge to the auditor for the performance of its mandate during the financial year ended December 31, 2019.
□ For □ Against □ Abstenon
6.1 Proposed decision: approval of the renewal of the mandate of Mr Jacques Delen for a period of two (2) years. Although Jacques Delen has reached the age limit mentioned in article 2.2.3 of the company's Corporate Governance Charter, the board of directors wishes to propose Jacques Delen for reappointment in view of his particular experience and knowledge of the banking sector.
Jacques Delen (°1949, Belgian) completed his studies as a stockbroker in 1976. He is currently chairman of the board of directors of Delen Private Bank. He is also a member of the board of directors of SIPEF and of Bank J.Van Breda & C°. Jacques Delen is a director of Ackermans & van Haaren since 1992 and acted as chairman between 2011 and 2016.
□ For □ Against □ Abstenon
6.2 Proposed decision: approval of the renewal of the mandate of Mr Pierre Macharis for a period of four (4) years.
Pierre Macharis (°1962, Belgian) completed a master's degree in commercial and financial sciences (1986) and also obtained a degree in industrial engineering with a specialisation in automation (1983). He is CEO and chairman of the management committee of VPK Packaging Group. Pierre Macharis is also chairman of Cobelpa, the Association of Belgian Pulp, Paper and Board Manufacturers, director of CEPI, the Confederation of European Paper Industries, and director of Sioen Industries. Pierre Macharis was appointed director at Ackermans & van Haaren in 2004 and is chairman of the remuneration committee since 2011.
□ For □ Against □ Abstenon
6.3 Proposed decision: approval of the renewal of the mandate of Mr Pierre Willaert for a period of four (4) years.
Pierre Willaert (°1959, Belgian) holds a master's degree in commercial and financial sciences and obtained a degree from the Belgian Association of Financial Analysts (ABAF-BVFA). Pierre Willaert was a managing partner and member of the audit committee at Bank Puilaetco until its acquisition by KBL in 2004. He was a long-time financial analyst at Bank Puilaetco, following the main sectors represented on the Belgian stock exchange. He later became responsible for the Institutional Management Department. He is also a director at Tein Technology, a Brussels-based ICT company specialised in, among other things, video surveillance. Pierre Willaert was appointed director at Ackermans & van Haaren in 1998 and has been chairman of the audit committee since 2004.
6.4 Proposed decision: approval of the renewal of the mandate of Marion Debruyne BV, represented by Mrs Marion Debruyne, for a period of four (4) years as independent director, within the meaning of article 7:87, §1 CCA. Marion Debruyne meets all the independence criteria set out in article 2.2.4 of the company's Corporate Governance Charter.
Professor Marion Debruyne (°1972, Belgian) holds a degree in civil engineering (1995) and a doctorate degree from the Faculty of Applied Economic Sciences (2002), both at Ghent University. She lectured at Wharton School, Kellogg Graduate School of Management, and Goizueta Business School, all in the USA. Marion Debruyne was appointed dean of Vlerick Business School in 2015. She is also a director of Kinepolis and Guberna. Marion Debruyne BV, represented by Marion Debruyne, was first appointed director of Ackermans & van Haaren in 2016 and is a member of the audit committee.
□ For □ Against □ Abstenon
Each director is entitled to an annual base remuneration of 30,000 euros and an attendance fee of 2,500 euros per meeting of the board of directors or of an advisory committee, with the exception of the nomination committee. An additional annual remuneration of 10,000 euros is granted 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.
Proposed decision: approval of the remuneration report.
□ For □ Against □ Abstenon
This form also applies for any subsequent meeting having the same agenda in the event that the aforementioned meeting would be postponed.
This form will be considered to null and void in its entirety if the shareholder has not indicated above his/her/its choice concerning on or more of the agenda items of the general meeting.
In case of amendments to the agenda and proposed additional new or alternative resolutions as provided in article 7:130 CCA, the company will publish a revised agenda and voting form at the latest on May 8, 2020.
Voting forms received in advance of the publication of the revised agenda will remain valid for the agenda items to which the forms apply. The CCA provides for the following exception: if a new resolution proposal is filed on an existing agenda item, the vote cast by correspondence in respect of such agenda item will be disregarded.
The shareholder who wishes to vote on the new items on the agenda and / or on the new resolutions must complete the revised voting form that the company will make available and return it signed to the company in accordance with the practical formalities.
Done at ............................................................., on .............................................................. 2020.
(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).)
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