Proxy Solicitation & Information Statement • Sep 30, 2015
Proxy Solicitation & Information Statement
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Free translation. The Dutch version will prevail.
Public limited liability company (société anonyme/naamloze vennootschap), Public Regulated Real Estate Company (Société Immobilière Réglémentée (SIR) / Gereglementeerde Vastgoedvennootschap (GVV)) under Belgian Law Registered Office: 3 Horstebaan, 2900 Schoten Companies Registration No. 0456.378.070 (RPR Antwerp) (the "Company")
PROXY
TO REPRESENT A SHAREHOLDER AT THE EXTRAORDINARY GENERAL MEETING ON OCTOBER 30, 2015 ("EGM I") (AND, IF ANY, AT A SECOND EXTRAORDINARY MEETING ON NOVEMBER 18, 2015 ("EGM II")) at the registered office, Horstebaan 3, 2900 Schoten
The undersigned:
| _____________ [name], | |
|---|---|
| residing in_______________ | |
| _____________ [address] | |
| [OR] _____________ [name], |
|
| ______________ [legal form], | |
| with registered office in ___________ | |
| ____________ ___________ [place], |
|
| registered in the register of legal persons with number _____ [enterprise number], validly represented by |
|
| __________ [name and function] | |
| and ______________ [name and function] |
Holder of _______________________ [number] shares of the public limited-liability company Care Property Invest, public regulated real estate company under Belgian law, with office in 2900 Schoten, Horstebaan 3, registered in the register of legal persons in Antwerp with no. 0456.378.070 ("CP INVEST" or the "Company").
| _____________ [name], | |
|---|---|
| residing in _______________ | |
| _____________ | |
| [address] | |
| [OR] | |
| _____________ [name], | |
| ______________ [legal form], | |
| with registered office in __________ | |
| __________ [place], registered in the | |
| register of legal persons with number _________ [enterprise number], | |
| validly represented by | |
| ____________ [name and function] | |
| and _______________ [name and function] |
To represent him/her at the extraordinary general meeting of the Company Care Property Invest of October 30, 2015, at the Company's registered office at 11.00 AM and, if the quorum of attendance is not reached at the first meeting, at a second extraordinary general meeting which will be held at the Company's registered office on November 18, 2015 at 3.00 PM.
This extraordinary general meeting has the following agenda:
Mr Lode Verstraeten, Zilverstraat 39, 1850 Grimbergen as non-executive director Mrs Caroline Riské, Vrijgeweide 7, 2980 Zoersel as non-executive director and as independent director within the meaning of article 526ter of the Companies Code.
The mandate will end after the ordinary general meeting of 2018. These appointments are subject to approval by the FSMA."
The general meeting takes note of the resignation of Mr Hubert De Peuter and Mrs Isabelle Lemaitre. The general meeting takes note of the fact that the Board of Directors holds that Mrs Riské meets the independence criteria of article 526ter of the Companies Code.
Proposal for a resolution: "The extraordinary general meeting grants discharge to Mr Hubert De Peuter, Mrs Isabelle Lemaitre and Mr Piet Vervinckt."
Proposal for a resolution: "Insofar as necessary the extraordinary general meeting grants a proxy to implement the resolutions made".
For the abovementioned items on the agenda the undersigned hereby gives the proxy holder the following instructions to vote as follows at the Company's general meeting (please tick the box of your choice):
| ITEM ON THE AGENDA | ACCEPT | REJECT | ABSTAIN |
|---|---|---|---|
| 1. Confirmation of the appointment of directors within the meaning of article 519 of the Companies Code - Mr Lode Verstraeten, as non-executive director - Mrs Caroline Riské, as non-executive independent director |
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| 2. Appointment of non-executive directors, nominated by the special shareholders - Mrs Kristien Van der Hasselt, as non-executive director - Mr Mark Suykens, as non-independent, non-executive director |
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| 3. Discharge of directors: Mr Hubert De Peuter, Mrs Isabelle Lemaitre and Mr Piet Vervinckt |
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| 4. Approval within the meaning of article 622 §2, 2° of the Companies Code to sell 15,030 own shares at conditions in conformity with the market within a 2-year term, with as a minimum price the average stock exchange rate of the last 30 days prior to the sale |
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| 5. Proxy |
The undersigned hereby confirms that he/she has been informed of the way in which the agent will vote in the absence of instructions on his/her part.
More particularly the proxy holder can participate in any other general meeting with the same agenda in case this general meeting could not make resolutions in a legally valid manner or would not be held at the abovementioned date, without prejudice to the conditions referred to in article 536, §2 of the Companies Code which must be met by the shareholder in order to be allowed to the general meeting, as described in the invitation to the general meeting.
To that end the proxy holder can pass and sign all deeds, documents, minutes, attendance lists, registers, confirmations, notifications and any other document, vote or abstain during the vote on all proposals to
modify, delete or add an item on the agenda, elect domicile, subrogate and in general do everything which is useful or necessary to perform this proxy, insofar as necessary with a promise of ratification.
The undersigned hereby undertakes to indemnify the proxy holder for any damage he/she might incur as a result of any action undertaken when performing this proxy, on the condition, however, that he/she respected the limits of his/her powers. Furthermore, the undersigned undertakes not to claim the nullity of any resolution approved by the proxy holder and not to claim any compensation from him/her, on the condition, however, that the latter respected the limits of his/her powers.
******
The proxy holder benefits from the same rights as the thus represented shareholder, and more particularly the right to take the floor, to ask questions during the general meeting and to exercise the right to vote.
The shareholder can only indicate one person as a proxy holder for a certain general meeting. By way of derogation the shareholder (i) can appoint separate agents for each type of shares he holds and for each of his securities accounts, if he has shares of CP INVEST in more than one securities account and (ii) any other person qualified as a shareholder who, however, acts on behalf of other natural or legal persons by virtue of his/her profession can grant a proxy to each of those other natural or legal persons or to a third party appointed by them.
In order to be represented by an agent the written proxy must be completed and signed in compliance with the proxy form established by the Board of Directors, a model copy of which will be available at the Company's office (Horstebaan 3, 2900 Schoten) or can be downloaded from the Company's website (www.carepropertyinvest.be). This proxy must be provided to the Company as described below.
Notification of the proxy to the Company must be made in writing (Horstebaan 3, 2900 Schoten or fax +32 3 222 94 95). This notification may also be made electronically at the address: [email protected].
The Company must have received the proxy at the latest on Saturday October 24, 2015.
To calculate the rules regarding quorum and majority account will only be taken of proxies submitted by shareholders meeting the conditions referred to in article 536, §2 of the Companies Code which must be met to be allowed to the meeting (as described in the invitation).
Without prejudice to the possibility to derogate from the instructions in certain circumstances pursuant to article 549, second paragraph of the Companies Code, the agent will vote according to the instructions of the shareholder who appointed him. The proxy holder must keep a register of voting instructions for at least 1 year and confirm at the request of the shareholder that he abided by the voting instructions. In case of a potential conflict of interests between the shareholder and the proxy holder he appointed, as stipulated in article 547bis, §4 of the Companies Code, the proxy holder must make public the exact facts which are of importance to the shareholder to assess whether there is a risk that the proxy holder serves any other interest than the shareholder's interest. Moreover, the proxy holder can only vote on behalf of the shareholder on the condition that he has specific voting instructions for every item on the agenda.
As indicated in the invitation to the Extraordinary General Meeting (and under the conditions mentioned therein) shareholders who alone or jointly hold 3% of the Company's share capital can place items on the agenda of the Extraordinary General Meeting and submit proposals for a resolution (relating to topics to be dealt with included or to be included in the agenda) until Thursday October, 8 at the latest (article533ter of the Companies Code). The topics to be dealt with and the accompanying proposals for a resolution which are
Care Property Invest NV Horstebaan 3 2900 Schoten BE 0456 378 070 - LPR Antwerp Public RREC under Belgian law
T +32 3 222 94 94 F +32 3 222 94 95 E [email protected] www.carepropertyinvest.be
added to the agenda, if any, will be made public in compliance with the conditions of the Companies Code (as indicated in the invitation). In such case the Company will simultaneously make a form available to its shareholders on its website, which can be used to vote by proxy, completed with the additional topics to be dealt with and the accompanying proposals for a resolution placed on the agenda, if any, and/or merely with the formulated proposals for a resolution, if any. The proxies made known to the Company prior to the publication of a completed agenda, will remain valid for the topics to be dealt with included in the agenda for which they are valid, on the understanding that the proxy holder, for the topics to be dealt with included in the agenda for which new proposals for a resolution have been submitted, can derogate from instructions of the principal during the meeting, if respecting these instructions could prejudice the principal's interests. The proxy holder must inform the principal thereof
As regards new topics to be dealt with which would be included in the agenda, if any, the principal must make a choice:
□ The proxy holder is authorised to vote on new topics to be dealt with which have been included in the agenda.*
[OR]
□ The proxy holder must abstain from voting on the new topics to be dealt with which have been included in the agenda.*
[*Tick the box corresponding to your choice.]
__________________________ [date] [please have the signature preceded by the words "good for proxy"]
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