Pre-Annual General Meeting Information • May 29, 2024
Pre-Annual General Meeting Information
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(listed company - formerly "OPTION NV") GELDENAAKSEBAAN 329 3001 LEUVEN Company number: 0429.375.448 Register of legal entities: Leuven, division Leuven (hereinafter the "Company")
The Board of Directors invites the Shareholders to participate in the postponed annual general meeting of CRESCENT NV, which will take place at the registered office of the Company on Friday 28 June 2024 at 10:00 am.
Today, the total number of shares and voting rights of the Company amounts to 1,994,069,717 shares.
Report of the Board of Directors on the statutory and consolidated financial statements for the financial year ended 31 December 2023
Statutory auditor's report on the statutory and consolidated financial statements for the year ended 31 December 2023 and the annual report
Proposed resolution: the meeting approves the company and consolidated financial statements for the financial year ended 31 December 2023, including the appropriation of the result.
Proposed resolution: the meeting approves the remuneration report, as included in the annual report of the Board of Directors for the financial year ended 31 December 2023.
Proposed resolution: the meeting grants discharge to the directors in respect of the exercise of their mandate during the financial year 2023.
Proposed resolution: the meeting grants discharge to the directors for postponing the annual general meeting of the Company from 31 May 2024 to 28 June 2024 and all related thereto.
Proposed resolution: the meeting grants discharge to the statutory auditor in respect of the exercise of his mandate with regard to the financial year 2023.
Proposed resolution: the meeting takes note of and accepts the voluntary resignation of ADMODUM BV, ON: 0674.369.734, with registered office at 9810 Nazareth, Sluis 2D1 box 09, permanently represented by Mr. Paul MATTHIJS as of 28 June 2023. The Company would like to thank Mr. Paul MATTHIJS for his contribution to the Board of Directors.
Proposed resolution: the meeting takes note of and accepts the voluntary resignation of M&A Services BV, ON: 0818.808.771, with registered office at 3090 Overijse, Trilpopulierenlaan 7, permanently represented by Ms. Nadia VERWILGHEN as of 5 September 2023. The Company would like to thank Mrs. Nadia VERWILGHEN for her contribution to the Board of Directors.
As a result of the voluntary resignation of ADMODUM BV, permanently represented by Mr. Paul MATTHIJS, in accordance with article 16 of the articles of association, SERVAL BV, was represented by mr. Frederic CONVENT co-opted as a director by the Board of Directors on 5 September 2023. Today, this decision will be submitted to the general meeting that must decide on the final appointment. In accordance with Article 16 of the Articles of Association, the newly appointed director takes over the time of the person he replaces. With regard to remuneration, reference is made to the remuneration policy approved by the general meeting of shareholders on 31 May 2022.
Proposed resolution: the meeting confirms the appointment of SERVAL BV, ON 0807.041.087, with registered office at 15 Avenue Moscickil, 1180 Uccle, permanently represented by Mr. Frederic CONVENT as director of the Company for the duration from 5 September 2023 until the general meeting for the financial year 2024 against remuneration in accordance with the remuneration policy as approved by the general meeting of 31 May 2022.
According to the information made available to the Company, Mr. Frederic CONVENT meets the specific independence criteria of the Belgian Corporate Governance Code 2020 and the general independence criterion provided for in Article 7:87 of the BCCA.
Following the voluntary resignation of M&A Services BV, permanently represented by Ms. Nadia VERWILGHEN, in accordance with article 16 of the articles of association, mr. René EIJSERMANS coopted as a director by the Board of Directors on 6 February 2024. Today, this decision will be submitted to the general meeting that must decide on the final appointment. In accordance with Article 16 of the Articles of Association, the newly appointed director takes over the time of the person he replaces. With
regard to remuneration, reference is made to the remuneration policy approved by the general meeting of shareholders on 31 May 2022.
Proposed resolution: the meeting confirms the appointment of Mr. René EIJSERMANS as director of the Company for the duration from 6 February 2024 until the general meeting for the financial year 2024 against remuneration in accordance with the remuneration policy as approved by the general meeting of 31 May 2022.
According to the information made available to the Company, Mr. René EIJSERMANS to the specific independence criteria of the Belgian Corporate Governance Code 2020 and to the general independence criterion provided for in Article 7:87 of the BCCA.
Proposed resolution: the meeting confirms the mandate of KPMG Réviseurs d'Entreprises BV/SRL, ON 0419.122.548, with registered office at 1930 ZAVENTEM, Brussels National Airport 1K, with Mr. Raf COX as statutory auditor of the Company for the financial year ending 31 December 2023 for a fee of EUR 312,000 (excl. IBR contribution and VAT).
Proposed resolution: the meeting grants the CFO, Mr. Edwin BEX, acting individually, with the possibility of substitution, all powers for the implementation of the resolutions taken by the general meeting as well as all powers to announce these resolutions. In addition, the general meeting grants in particular a power of attorney to Mr. Anastasia KARPENKO (attorney at law firm LLK BV), to perform all actions that may be necessary or useful for the completion of the formalities (including, but not limited to, the preparation and signing of documents and forms) with a view to (i) filing (an extract of) this document with the registry of the competent business court, (ii) its publication in the Annexes to the Belgian Official Gazette and (iii) the registration or updating of the data in the Crossroads Bank for Enterprises.
Participation in the general meeting (the "Meeting") by ballot paper, proxy, or physical is possible for the number of shares that You hold on the Record Date (14 June 2024 at 24 hours, Belgian time) and for which You have declared your intention to exercise Your voting rights - at the latest by 23 June 2024 - and this regardless of the number of shares You hold on the day of the Meeting.
Only persons who are shareholders on 14 June 2024 at 24 hours Belgian time ("record date") will be entitled to participate in and vote at the Meeting.
Then you must be registered in the Company's share register on 14 June 2024 (at 24 hours Belgian time) for at least the number of shares with which you wish to participate in the Meeting. By 23 June 2024 at the latest (at 24 hours Belgian time), you must confirm your participation to us by e-mail ([email protected]) stating the number of shares with which you wish to participate. All you need to do is send us your completed and signed proxy or ballot letter as confirmation of participation.
In that case, the shares with which you wish to participate in the Meeting must be booked in your securities account on 14 June 2024 (at 24 hours Belgian time). Ask your financial institution (bank, approved account holder or settlement institution) to:
(a) provide a certificate stating the number of shares you held on 14 June 2024 (at 24 hours CEST) and with which you wish to participate; and
(b) to send this certificate to the Company by 23 June 2024 at the latest via the email address [email protected].
By 23 June 2024 at the latest (at 24 hours Belgian time), you must confirm your participation stating the number of shares with which you wish to participate. You can ask your financial institution to notify us of the confirmation of your participation at the same time as the registration formalities.
If you meet the conditions set out above to participate in the Meeting and vote, you may be represented at the Meeting by a single proxy holder.
You can use the proxy form on our website https://www.crescent-ventures.com/investor-relations (shareholders' meetings).
You must send us your completed and signed power of attorney by e-mail by 23 June 2024 at the following e-mail address: [email protected].
If you meet the conditions set out above to participate in the Meeting and to vote, you may vote by mail prior to the Meeting. You can use the voting form on our website (https://www.crescentventures.com/investor-relations (shareholders' meetings)).
You can also request this form from us at any time. This form also serves as a confirmation of participation. You must provide us with your completed and signed ballot paper by e-mail ([email protected]). We need to receive your ballot paper by 23 June 2024 at the latest. We would like to remind you that in order to validly cast your vote remotely, you must clearly state the voting method or abstention in the ballot paper.
If you, alone or together with other shareholders, own at least 3% of the capital of the Company, you can have items placed on the agenda and submit proposals for resolutions with regard to the items
included on the agenda or to be included in it. You must own this minimum share percentage, alone or together with other shareholders, both on the date of your request and on 14 June 2024 (at 24 hours CEST). This can be demonstrated by the submission of a certificate of registration of the shares in question in the share register, or by a certificate drawn up by a financial institution showing that the relevant number of dematerialised shares has been registered in the account in the name of the relevant shareholder(s). You must send us your requests in writing by email. As appropriate, attach the text of the items to be discussed and the corresponding proposals for decisions, or the text of the proposals for decisions to be placed on the agenda. We must receive your requests by June 6, 2024. Don't forget to include an email address so that we can confirm receipt of your requests. If necessary, we will publish a completed agenda, proxy and voting form by 13 June 2024 at the latest (on our website, in the Belgian Official Gazette and in the financial press). The powers of attorney that we would have already received prior to the publication of the supplemented agenda remain valid, but your proxy holder may deviate from any instructions you may give for the new proposals for resolutions submitted to existing agenda items during the meeting if the implementation of your instructions could harm your interests. Your power of attorney holder must inform you of this. Your proxy must state whether your proxy holder may vote on the new agenda items, or whether he/she must abstain on those new agenda items. The voting forms that we would have already received prior to the publication of the supplemented agenda will remain valid for the existing agenda items. If a new proposal for a decision has been tabled for an existing item on the agenda, the remote vote on that item shall be disregarded.
Following the Meeting, you may submit written questions to the Directors and the Statutory Auditor regarding their report or the items on the agenda. If you meet the conditions set out above to participate in the Meeting and vote, your questions will be answered insofar as the disclosure of information or facts is not of such a nature that it may cause damage to the Company or is in breach of the confidentiality obligations entered into by the Company, its Directors or Statutory Auditor. We must receive your written questions by email by 23 June 2024 at the latest.
All relevant information relating to this Meeting is available on our website (https://www.crescentventures.com/investor-relations (shareholders' meetings)).
For the sending of forms, written requests or practical questions, please contact Mr. Edwin BEX by email: [email protected].
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