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D'Ieteren Group

Proxy Solicitation & Information Statement Nov 6, 2024

3937_rns_2024-11-06_7c92e9d8-0a10-47e9-b87c-eac476056125.pdf

Proxy Solicitation & Information Statement

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D'Ieteren Group SA Registered office: 50 Rue du Mail, 1050 Bruxelles Business number: 0403448140 - RPM Bruxelles (the "Company")

PROXY VOTING

The undersigned
First name
Family name
Address
or
Corporate name
Legal form
Registered office
hereby represented by
(family name, first name, title of the proxy holder) whom declares and certifies to the Company to have
the necessary power of attorney to sign this form on behalf of the undersigned
owner on the record date of Friday 22 November 2024, at midnight (Belgian time),
of

declares to participate in the General Meeting,
hereby grants special powers to (only one person can be appointed) with powers to sub-delegate :
Name • • • •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••
Address:

in order to be represented at the Special General Meeting of the Company that will take place on Friday 6 December 2024, at 9 am, at the Company's registered office, in order to present the agenda herewith attached and to vote on its behalf as indicated hereafter:

¹ Delete where applicable

SPECIAL GENERAL MEETING(*)

Point 1 (Dividend) Point 2 Point 3 (7:151 CSA - Point 3 (7:151/1 CSA - Potential
vote in favour
vote against
abstain
This item does
not require a vote
Change of control)
vote in favour
vote against
abstain
transfer of pledged assets)
vote in favour
vote against
l abstain
Point 4 (Proxy)
vote in favour
vote against
abstain

(*) Please indicate your vote by ticking the appropriate box

In the absence of clear voting instructions with respect to the proposed resolutions, the proxy holder shall be deemed to vote in favour of these resolutions.

In addition, the proxy holder has the right to sign any deed, minutes, attendance list and in general, do what is necessary for this General Meeting and any subsequent General Meeting with the same agenda further to a postponement or adjournment.

The present proxy, duly completed and signed by the shareholder or its representative, must be sent to Euroclear Belgium, Issuer Services, either by regular mail, 1 Bd du Roi Albert II, 1210 Brussels (Belgium) or by email, at the following email address [email protected] on Saturday 30 November 2024, at 4 pm (Belgian time) at the latest.

Please note that 30 November 2024 is a Saturday and that shareholders are therefore advised to take the necessary steps well in advance so as to be able to meet this deadline. Documents sent by post must reach D'leteren Group SA or Euroclear Belgium by Friday 29 November 2024 at the latest.

In addition, the owners of dematerialised shares must send to Euroclear Belgium, at the same addresses mentioned above and within the same timeframe, a confirmation by their certified account holder or clearing institution, attesting the above mentioned number of dematerialised shares held in their books on behalf of the shareholder at the registration date for which the shareholder has expressed its intention to participate in the General Meeting.

If, according to article 7:130 of the Code of Companies and Associations, new items and/or proposed resolutions are added to the agenda after the date of this proxy and a revised agenda is published on Thursday 21 November 2024 at the latest, the Company shall provide shareholders with a new proxy form supplemented by any new item and/or resolution, enabling the shareholders to give the proxy holder specific voting instructions on those items. In the absence of new voting instructions duly sent to Euroclear Belgium to the above-mentioned addresses before Saturday 30 November

2024, at 4 pm, the proxy holder shall abstain from voting on these new items and/or proposed resolutions.

This proxy is irrevocable. It remains valid (a) for subsequent General Meetings which would be convened with the same agenda and (b) for the unchanged items on the current agenda, if a revised agenda is published, according to Article 7:130 of the Code of Companies and Associations, after the date on which the shareholder or its proxy holder has sent the present form to the above-mentioned address.

The representatives of legal entities will have to provide documents proving their representation powers or special mandates to Euroclear Belgium, at the addresses mentioned above and within the same timeframe as required for the proxy.

The Company reserves the right to refuse proxies which are not filled in properly or which are not complete.

The information requested constitutes "personal data" concerning the shareholders and will be processed by the Company, acting as data controller. The Company will process the personal data in compliance with its 'Information regarding personal data and how it is processed' available on its website (www.dieterengroup.com).

Made in ......................................................................................................................................................................

Family name: First name:

Signature:

Enclosed: Agenda of the Special General Meeting of 6 December 2024.

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