Pre-Annual General Meeting Information • Apr 22, 2022
Pre-Annual General Meeting Information
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Public limited liability company Franklin Rooseveltlaan 172-174 8790 Waregem Enterprise number: 0671.974.626 RLE Ghent (division Kortrijk) [email protected] www.baltainvestors.com
(the "Company")
The Board of Directors of the Company is pleased to invite the shareholders of the Company to the annual shareholders' meeting, which will be held on Wednesday 25 May 2022 at 11:00 am (CET) at the modulyss Inspiration Hub, located at Dok-Noord 7/109B at Ghent, Belgium with the agenda below.
(1) Acknowledgement of the Board of Directors' annual report with respect to the statutory and consolidated annual accounts relating to the financial year ending on 31 December 2021 (including discussion on corporate governance) and acknowledgement of the statutory auditor's report with respect to the statutory and consolidated annual accounts relating to the financial year ending on 31 December 2021.
No decision needed regarding this item on the agenda.
(2) Acknowledgement of the consolidated annual accounts relating to the financial year ending on 31 December 2021.
No decision needed regarding this item on the agenda.
(3) Approval of the remuneration report relating to the financial year ending on 31 December 2021.
Approval of the remuneration report of the Board of Directors relating to the financial year ending on 31 December 2021.
1 This is a translation of the Dutch text into English. Reasonable care was taken to ensure that it is accurate. However, you should be aware that words and legal concepts used in one language may not have exact equivalents in another. It cannot be guaranteed that the translation will have exactly the same meaning as the original.
(4) Approval of the statutory annual accounts relating to the financial year ending on 31 December 2021 and of the proposed allocation of the results.
Approval of the statutory annual accounts relating to the financial year ending on 31 December 2021, including the allocation of the results as proposed by the Board of Directors.
(5) Acknowledgment of the resignation of an independent director of the Company and confirmation of co-optation of an independent director of the Company for the remainder of the mandate of the resigning independent director as proposed by the Board of Directors following the recommendation by the Remuneration and Nomination Committee.
Acknowledgement of the resignation of Mrs. Sarah Hedger as independent director of the Company, with effect as of 31 December 2021 at 23h59m59 and confirmation of the co-optation by the Board of Directors of Mrs. Vanessa Temple as independent director of the Company, with effect as of 1 January 2022 at 00h00m01 for the remainder of the mandate of Mrs. Sarah Hedger and as proposed by the Board of Directors following the advice of the Remuneration and Nomination Committee.
(6) Directors' liability discharge.
Discharge of liability for each of the directors regarding the execution of their mandate during the financial year ending on 31 December 2021.
(7) Auditor's liability discharge.
Discharge of liability for the statutory auditor PricewaterhouseCoopers Bedrijfsrevisoren, represented by Mr. Peter Opsomer, regarding the execution of its mandate during the financial year ending on 31 December 2021.
(8) Powers in order to execute the decisions.
Approval to grant the power to each director of the Company, each acting individually, as well as its employees, servants and agents, and in particular to Mr. Hannes D'Hoop, with the power of substitution, to complete all formalities towards the Belgian authorities and administrative authorities, in particular in order to register/modify details at the Crossroad Bank of Enterprises, and if necessary, with the Belgian VAT authorities.
The Board of Directors points out that only the persons who have met the two requirements set out below under point 1 and 2, will have the right to participate in the annual shareholders' meeting and have the right to ask questions.
The right to participate in the annual shareholders' meeting and the right to ask questions is granted on the basis of the accounting registration of the shares in name of the shareholder, on Wednesday 11 May 2022, at midnight (CET) (the "registration date"). This registration is determined as follows:
Only persons who are shareholders on the registration date are entitled (i) to participate and vote at the annual shareholders' meeting and (ii) to ask written questions.
The shareholder must notify the Company, at the latest on Thursday 19 May 2022 at midnight (CET), of its intention to participate in the annual shareholders' meeting. The certificate, if any, issued by the licensed account holder or the settlement institution, is to be attached to this notification. The notification should be done, preferably by e-mail to [email protected] or by letter to Franklin Rooseveltlaan 172-174, 8790 Waregem, for the attention of the legal department.
In accordance with article 7:130 of the Belgian Companies and Associations Code, one or more shareholders who hold, individually or jointly at least 3% of the share capital, may put additional items on the agenda of the annual shareholders' meeting and submit proposals for resolutions in relation to matters placed or to be placed on the agenda. These requests should be sent by e-mail to [email protected], no later than Tuesday 3 May 2022 at midnight (CET).
More detailed information about the conditions of this possibility can be found on the website of the Company (www.baltainvestors.com).
If the Company would receive any requests for new agenda items or proposed resolutions, it shall promptly and at the latest on Tuesday 10 May 2022 at midnight (CET) publish the amended agenda on its website.
Shareholders who meet the admission requirements, may raise questions to the directors of the Company regarding their relevant reports and the concerned respective items listed on the agenda, as well as to the statutory auditor of the Company regarding its report. These questions should be raised by e-mail to [email protected], at the latest on Thursday 19 May 2022 at midnight (CET).
More detailed information on the right to ask questions pursuant to article 7:139 of the Belgian Companies and Associations Code can be found on the website (www.baltainvestors.com).
Shareholders who wish to be represented at the annual shareholder's meeting, should use the proxy form prepared by the Board of Directors for this purpose. Such proxy form will be available on the website of the Company (www.baltainvestors.com) and can be obtained at the registered office of the Company (Franklin Rooseveltlaan 172-174, 8790 Waregem). Other proxy forms will not be accepted.
The Board of Directors recommends to designate the Company's Legal Counsel, Mr. Hannes D'Hoop as proxy holder (with full power of substitution).
A signed proxy form must be submitted preferably by email to [email protected] or must be received by letter at the registered office of the Company for the attention of the Legal Department, Franklin Rooseveltlaan 172-174, 8790 Waregem, by no later than Thursday 19 May 2022 at midnight (CET).
The shareholders are requested to strictly follow the instructions set out in the proxy form. Only executed proxy forms, filled out completely and accurately, will be accepted.
The holders of securities may consult the relevant reports at the registered office of the Company (Franklin Rooseveltlaan 172-174, 8790 Waregem), as from Monday 25 April 2022, during weekdays and during normal office hours or can obtain a free copy of these reports at the registered office of the Company, upon written request for the attention of the legal department, or by e-mail to [email protected].
All relevant information regarding this annual shareholders' meeting, including the reports mentioned in the agenda and the additional information which must be made available in accordance with article 7:129, §3 of the Belgian Companies and Associations Code, will be available on the website of the Company (www.baltainvestors.com) as from Monday 25 April 2022.
The Company is responsible for processing personal data it receives from its shareholders and the proxy holders in the context of the annual shareholders' meeting.
The Company will process such personal data in accordance with the General Data Protection Regulation ("GDPR") for the purpose of the organization of the annual shareholders' meeting and in order to enable the shareholders to exercise their rights. The legal bases for this processing are a legal obligation and the legitimate interest of the controller. The data processed include, amongst others: name, address, e-mail address, number of shares, type of shares, proxy forms and voting instructions. The personal data will not be kept longer than necessary in light of the aforementioned purpose.
The data may be transferred to third parties (such as banks) providing services to the Company in connection with the organization of the annual general shareholders' meeting.
You can obtain more information on your rights with regard to your personal data on our website https://www.baltagroup.com/en/Privacy/.
You can assert these rights by contacting our Data Protection Coordinator via dataprotection@baltagroupnv.com or by sending a letter to :
Balta Group NV Data Protection
Franklin Rooseveltlaan 172-174 8790 Waregem Belgium
Furthermore, in accordance with article 77 GDPR, you have the right to lodge a complaint with the supervisory authority via [email protected].
The Board of Directors
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