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Crescent NV

Proxy Solicitation & Information Statement Apr 28, 2023

3935_rns_2023-04-28_e3a294f4-10fc-49d8-99c4-70ef0fb4cc32.pdf

Proxy Solicitation & Information Statement

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(voorheen "Option NV") Genoteerde Naamloze Vennootschap Geldenaaksebaan 329 - 3001 LEUVEN BTW BE 0429.375.448 - RPR LEUVEN ("the Company")

VOTING FORM

ANNUAL GENERAL SHAREHOLDERS' MEETING OF CRESCENT NV MAY 31st 2023, 10AM

Unofficial English translation. This unofficial English translation is provided for informational purposes only. The legally binding text is the Dutch language voting letter. Voting instructions should be given by means of the Dutch language voting letter and only that voting letter will be considered as valid.

  • In order to be valid, your completed and signed voting form must be in the possession of the Company by Wednesday, May 25, 2023 at the latest.
  • For dematerialized shares, the form must be accompanied by the bank certificate confirming your shareholding on May 17, 2023 (24h, Belgian time) (the registration date).
  • Please return this form (completed and signed) to us by e-mail ([email protected]).
  • Voting forms arriving late or not complying with the required formalities shall be rejected.
  • We would like to remind you that to validly cast your vote by correspondence, you must clearly indicate your voting choice or your abstention on the voting form.

I, the undersigned:

First name + Last name: ………………………………………………………………………………………………….
Address: ………………………………………………………………………………………………………………………….

If the Shareholder is a Company:

Company name + legal form: ……………………………………………………………………………………………
Company n°:……………………………………………………………………….………………………………………………
Registered office: ……………………………………………………………………………………………………………….

Validly represented here in accordance with its articles of association by:

- First name + Last name: ……………………………………………………………………………………………………
capacity:…………………………………………………………………………………………………………………………
- First name + Last name: ……………………………………………………………………………………………………
capacity:……………………………………………………………………………………………………………………………

Owner/ usufructuary (cross what doesn't fit) of

………………………………………………………………SHARES (please make a choice: registered shares / dematerialised shares)

………………………………………………………………WARRANTS

the listed limited liability company CRESCENT NV whose registered office is at 3001 LEUVEN, Geldenaaksebaan 329, vote as follows at the abovementioned general meeting, which will be held on May 31st, 2023 at 10am at the location as indicated in the invitation.

This voting letter also serves as a confirmation of participation.

The undersigned confirms that he/she wishes to participate in the aforementioned general meeting with all his/her shares or .......................................... shares. (specific number to be filled in if the undersigned wishes to participate with less than the total number of shares)

This voting form is valid for the total number of shares for which the undersigned wishes to participate, but limited to the number of shares of which the shareholding will be determined on the registration date in accordance with the admission conditions (see above).

The undersigned votes on each of the proposed resolutions on the agenda as follows : (please colour or tick the appropriate box)

1. Report of the Board of Directors on the statutory and consolidated financial year closed on 31 December 2022

Proposed resolution: N/A - no vote

  1. Report of the statutory auditor on the statutory and consolidated annual accounts closed on 31 December 2022 and of the annual report

Proposed resolution: N/A - no vote

3. Approval of the statutory and consolidated annual accounts closed on 31 December 2022 and the allocation of the results

Proposed resolution: approval of the statutory and consolidated annual accounts closed on 31 December 2022, including appropriation of the result.

□ For □ Against □ Abstention

4. Approval of the remuneration report as included in the annual report of the board of directors for the financial year that ended per 31 December 2022

Proposed resolution: approval of the remuneration report as included in the annual report of the board of directors for the financial year that ended per 31 December 2022.

□ For □ Against □ Abstention

5. Discharge of the directors

Proposed resolution: granting of discharge to the directors for the performance of their duties during the financial year that ended per 31 December 2022.

Eric VAN ZELE (VAN ZELE HOLDING NV) □ For □ Against □ Abstention
Raju DANDU □ For □ Against □ Abstention
Johan MICHIELS (MICHIELS INVEST EN MNGMNT BV)□ For □ Against □ Abstention
Prof. Sarah STEENHOUT (S&S BV) □ For □ Against □ Abstention
Paul MATTHIJS (ADMODUM BV) □ For □ Against □ Abstention
Martine Reijnaers (VARES NV) □ For □ Against □ Abstention
Luc BOEDT □ For □ Against □ Abstention

6. Discharge to the Statutory Auditor

Proposal for resolution: granting of discharge to the statutory auditor for the performance of his duties during the financial year that ended on 31 December 2022.

□ For □ Against □ Abstention
------- ----------- --------------

7. Resignations and Appointments

7.1 Acknowledgement of the voluntary resignation of S&S BV, permanently represented by Mrs Sarah STEENHAUT

Proposed resolution: to acknowledge the voluntary resignation of S&S BV, company registration number: 0806.017.144, with registered office at 9230 Wetteren, Windmolenweg 21, permanently represented by Mrs Sarah STEENHAUT as per 8 July 2022. The Company thanks Mrs Sarah STEENHAUT for her contribution to the board of directors.

□ For □ Against □ Abstention

7.2 Acknowledgement and confirmation of the appointment as independent director of MANAGEMENT & ADVISORY SERVICES BV, permanently represented by Mrs Nadia YAICHE

Following the voluntary resignation of S&S BV, permanently represented by Mrs Sarah STEENHAUT, MANAGEMENT & ADVISORY SERVICES BV, permanently represented by Mrs Nadia YAICHE, was co-opted as a director by the Board of Directors on 3 February 2023, in accordance with Article 16 of the Articles of Association. Today, this decision is submitted to the general shareholders meeting to decide on the appointment. In accordance with Article 16 of the articles of association, the newly appointed director serves out the time of the person she replaces. With regard to the remuneration, reference is made to the remuneration policy approved by the general shareholders meeting of 31 May 2022.

Proposed resolution: the general assembly confirms the appointment of MANAGEMENT & ADVISORY SERVICES BV, company registration number: 0818.808.771, with registered office at 1200 Sint-Lambrechts-Woluwe, Lambeaulaan 90, permanently represented by Mrs Nadia YAICHE as director of the Company for the term from 3 February 2023 until 30 May 2025 with remuneration in accordance with the remuneration policy approved by the general schareholders meeting of 31 May 2022.

According to the information made available to the Company, Mrs Nadia YAICHE meets the specific independence criteria of the Belgian Corporate Governance Code 2020 and the general independence criterion provided for by Article 7:87 of the Belgian Companies and Associations Code.

□ For □ Against □ Abstention

7.3 Confirmation of appointment of KPMG Bedrijfsrevisoren BV/SRL as statutory auditor of the Company for financial year 2022

KPMG Bedrijfsrevisoren BV/SRL, company registration number: 0419.122.548, with registered office at 1930 ZAVENTEM, Brussels National Airport 1K, was appointed by the court on 4 October 2022 for financial year 2022 and subsequent financial years barring another appointment by the general shareholders meeting. The auditor's fee was thereby set at €300,000 (excluding IBR contribution and VAT) for financial year 2022.

Proposed resolution: the general assembly confirms the appointment of KPMG Bedrijfsrevisoren BV/SRL, company registration number: 0419.122.548, with registered office at 1930 ZAVENTEM, Brussels National Airport 1K, with Mr Raf COX (succeeding Mr Jos BRIERS) as the permanent representative of the Company's statutory auditor for the financial year ending per 31 December 2022 at a remuneration of EUR 300,000 (excluding IBR contribution and VAT).

□ For □ Against □ Abstention

8. Delegation of powers for the implementation of decisions taken

Proposed resolution: the general assembly grants the CFO, Mr Edwin BEX, acting individually, with power of substitution, all powers to implement the resolutions adopted by the general assembly as well as all powers to publish these resolutions. In addition, the general assembly specifically grants power of attorney to Mtr. Anastasia KARPENKO (attorney at law at law firm LIEVENS & LIEVENS BV), to perform all acts that might be necessary or useful for the fulfilment of the formalities (including, but not limited to, the drafting and signing of documents and forms) with a view to (i) the filing of (an extract of) this document at the clerk's office of the competent corporate court, (ii) its publication in the Annexes to the Belgian Official Gazette and (iii) the registration or adaptation of the data in the Crossroads Bank for Enterprises.

□ For □ Against □ Abstention

This form also applies for any subsequent shareholders meeting having the same agenda in the event that the

aforementioned general meeting would be postponed.

This form will be considered null and void in its entirety if the shareholder has not indicated his/her/its choice concerning one or more of the agenda items of the shareholders meeting.

In case of amendments to the agenda and proposed additional new or alternative resolutions as provided in article 7:130 of the Belgian Companies and Associations Code, the company will publish a revised agenda and voting form at the latest on May 16, 2023. 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 Belgian Companies and Associations Code 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 via email ([email protected]).

Done at ....……............................................................, on ............................................ 2023.

(If the shareholder is a legal entity, this voting form 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).)

……………………………………………………………………….. (p/a)

……………………………………………………………………….. (signature)

Or (in case of a legal entity)

……………………………………………………………for……………….…………………………………..…………….in his or hers capacity of………………………………………………………………………..

……………………………………………………………………….. (signature)

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