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Crescent NV

Pre-Annual General Meeting Information Apr 30, 2021

3935_rns_2021-04-30_879e6397-41f4-45de-907e-aafe60587220.pdf

Pre-Annual General Meeting Information

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CRESCENT NV

(voorheen Option) GENOTEERDE NAAMLOZE VENNOOTSCHAP GASTON GEENSLAAN 14 3001 LEUVEN BTW BE 0429.375.448 - RPR LEUVEN

ANNUAL GENERAL SHAREHOLDERS' MEETING OF CRESCENT NV MONDAY MAY 31st 2021, 10AM

The Board of Directors has the honour to invite the Shareholders to the Annual General Meeting of CRESCENT NV to be held at the registered office of the Company (Gaston Geenslaan 14, 3001 LEUVEN), on Monday May 31, 2021 at 10am.

In the light of the COVID-19 pandemic, the shareholders are exceptionally, but with urge requested to vote as much as possible by voting letter before the meeting, or by proxy preferably to Mr. Edwin BEX (CFO).

Participation in the General Meeting by voting letter, proxy or physical means is possible for the number of shares you hold on the Registration Date (May 17, 2021 at midnight, Belgian time) and for which you have notified the Company, at the latest on May 25, 2021, of your intention to exercise your voting right, and this regardless of the number of shares you hold on the day of the Meeting.

On this date the total number of shares and voting rights of the Company amounts to 1.646.439.345 shares.

AGENDA FOR THE ANNUAL GENERAL MEETING HOLDING PROPOSED RESOLUTIONS

    1. Cognisance of the annual report concerning the statutory and consolidated fiscal year ended December 31, 2020 explaining the results, prospects and future strategy.
    1. Approval of the remuneration report as included in the annual report of the board of directors for the fiscal year ended December 31, 2020. Proposed resolution: approval of the remuneration report as included in the annual report of the board of directors for the fiscal year ended December 31, 2020.
    1. Cognisance of the Auditor's Report on the Statutory and Consolidated Financial Statements ended December 31, 2020 and the Annual Report.
    1. Approval of the financial statements closed on December 31, 2020 and appropriation of the result.

Proposed resolution: approval of the financial statements closed on December 31, 2020, including the appropriation of results.

    1. Cognisance of the consolidated financial statements ended December 31, 2020.
    1. Décharge Directors. Proposed resolution: to grant discharge to the Directors for the performance of their duties during the statutory financial year ended December 31, 2020.
    1. Décharge Statutory Auditor.

Proposed resolution: to grant décharge to the Statutory Auditor for the performance of his duties during the statutory financial year ending December 31, 2020.

    1. Resignations & Appointments.
    2. a. Proposed resolution: Cognisance and acceptance of the resignation of CRESPO CONSULTANCY BV, with permanent representative Mrs. Lieve DECLERCQ (independent director).
    3. b. Proposed resolution: Cognisance and acceptance of the resignation of Mrs. Liesbet VAN dER PERRE (independent director).
    4. c. Proposed resolution: Appointment as Director of ADMODUM BV (KBO: 0674.369.734) with registered office at 9810 Nazareth, Lock 2D1 box 09, permanently represented by Mr. Paul MATTHIJS with immediate effect until the end of the Ordinary General Meeting of 2025.

Establishing his independence in accordance with Article 7:87 of the Belgian companies and associations Code and provision 3.5 of the Belgian Corporate Governance Code 2020, provided that all the criteria set out therein are met.

d. Proposed resolution: Appointment as Director of VARES NV (KBO: 0867.182.275) with registered office at 1000 Brussel, Zilverstraat 7, bus 9.01, permanently represented by Ms. Martine Reijnaers with immediate effect until the end of the Ordinary General Meeting of 2025.

Establishing his independence in accordance with Article 7:87 of the Belgian companies and associations Code and provision 3.5 of the Belgian Corporate Governance Code 2020, provided that all the criteria set out therein are met.

  1. The composition of the Board of Directors and its committees

10. Delegation of powers for implementation of decisions taken.

Proposed resolution: to grant to the CFO, Mr Edwin BEX, acting individually, with the possibility of delegation, all powers for the execution of the decisions taken by the Ordinary General Meeting as well as all powers for communicating these decisions.

  1. Varia

CONDITIONS OF ADMISSION TO THE ANNUAL GENERAL MEETING

In the light of the COVID-19 pandemic, the shareholders are exceptionally, but with urge requested to vote as much as possible by voting letter before the meeting, or by proxy preferably to Mr. Edwin BEX (CFO).

Participation in the General Meeting by voting letter, proxy or physical means is possible for the number of shares you hold on the Registration Date (May 17, 2021 at midnight, Belgian time) and for which you have notified the Company, at the latest on May 25, 2021, of your intention to exercise your voting right, and this regardless of the number of shares you hold on the day of the Meeting.

Which conditions do you need to satisfy to participate in and to vote at the General Meeting ?

Only persons who are shareholders on May 17, 2021 (24h, Belgian time) ("registration date") are entitled to participate in and vote at the General Meeting

Do you own registered shares ?

You must be registered in the company's share register on May 17, 2021 (24h, Belgian time) for minimum the number of shares with which you wish to participate in the general meeting.

In addition, you must confirm your participation to us in writing (by e-mail: [email protected]) no later than May 25, 2021, indicating the number of shares with which you wish to participate in the meeting. It is sufficient to submit your signed proxy or voting letter as confirmation of participation.

Do you own dematerialised shares ?

The shares with which you wish to participate at the General Meeting must be registered in your securities account on May 17, 2021 (24h, Belgian time).

You must request your financial institution (bank, recognised account holder or settlement institution) to: (a) provide a certificate stating the number of shares you own on May 17, 2021 (24h, Belgian time) and with which you wish to participate at the general meeting; and (b) send this certificate by May 25, 2021 at the latest by e-mail to [email protected].

In addition, you must confirm your participation no later than May 25, 2021 (24h, Belgian time), indicating the number of shares with which you wish to participate in the meeting. You can ask your financial institution to confirm your participation to CRESCENT NV simultaneously with the confirmation of your registration. You can also notify us in writing (by e-mail [email protected]). It is sufficient to submit your signed proxy or voting letter as confirmation of participation.

Do you wish to be represented at the General Meeting ?

If you meet the aforementioned conditions to participate in and vote at the General Meeting, you may arrange to be represented at the General Meeting by a single proxy holder. For this purpose you may use the proxy form available on our website (www.opticrescent.com – About-Investor – Shareholders – Shareholders' Meetings). Or you can request this form from us via email ([email protected]). This form also serves as confirmation of participation. You need to send us your signed proxy by email. We need to receive your proxy on May 25, 2021 at the latest.

We would like to remind you that any appointment of a proxy holder must be effected in accordance with Belgian law, in particular with regard to conflicts of interest and the keeping of a register with voting instructions. Since the proposed proxy holder is potentially subject to the conflict of interest rules set forth in article 7:143, §4 of the Belgian Companies and Associations Code, you must indicate specific voting instructions for each of the proposed resolutions.

Do you wish to vote by correspondence in advance of the General Meeting ?

If you meet the aforementioned conditions to participate in and vote at the General Meeting, you may cast your vote by correspondence in advance of the meeting. For this purpose you may use the voting form available on our website (www.opticrescent.com – About-Investor – Shareholders – Shareholders' Meetings). Or you can request this form from us via email. This form also serves as confirmation of participation. You need to send us your signed voting letter by e-mail ([email protected]). We need to receive your voting letter on May 25, 2021 at the latest.

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.

Which conditions do you need to satisfy to add items to the agenda of the General Meeting ?

If you hold, alone or jointly with other shareholders, at least 3% of the company's share capital, you may request to add items to the agenda of the General Meeting and file resolution proposals in

relation to items on or to be added to the agenda. You need to hold this minimum share percentage alone or jointly with other shareholders on the date of your request and on May 17, 2021 (24h, Belgian time). This can be demonstrated by submitting a certificate of registration of the relevant shares in the Company's share register, or a certificate issued by a financial institution certifying that the relevant number of dematerialized shares is registered in the name of such shareholder(s) in their account.

You must submit your requests in writing (by e-mail), adding, as the case may be, the text of the new agenda items and the relating resolution proposals or the text of the resolution proposals to be added to the agenda. We need to receive your request on May 9, 2021 at the latest. The request should also contain an email address on which we may confirm receipt of your requests. As the case may be, we will publish a revised agenda, proxy and voting form at the latest on May 14, 2021 (on our website, in the Belgian official journal and in the press).

The proxies that we have received in advance of the publication of the revised agenda will remain valid, but your proxy holder may deviate from your instructions with regard to new resolution proposals on existing agenda items if the execution of such instructions could jeopardize your interests. Your proxy holder must inform you hereof. Your proxy must state whether your proxy holder is authorized to vote on the new agenda items, or whether he/she should abstain with regard to the new agenda items.

The voting forms that we have received in advance of the publication of the revised agenda will remain valid for the existing agenda items. 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.

Do you wish to ask a question ?

You are entitled to submit questions to the directors and the auditor regarding their report or items on the agenda but solely in writing. If you meet the aforementioned conditions to participate in and vote at the General Meeting, your questions will be answered provided any communication of information or facts in response to such questions does not prejudice the company or breaches any confidentiality undertakings entered into by the Company, its directors or the auditor.

We need to receive your written questions on May 25, 2021 at the latest (by email). The written questions and answers will be published on our website at the latest on June 15, 2021, as an attachment to the meeting minutes.

Where can you find all information on this General Meeting ?

All information relating to this General Meeting is available on our website (www.opticrescent.com – About-Investor – Shareholders – Shareholders' Meetings).

How can you contact us ?

For the submission of forms and written requests, and for practical questions, please contact us via email: [email protected], to the attention of Mr. Edwin BEX.

The Board of Directors thanks you in advance for your cooperation - May 14, 2021

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