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Intervest Offices & Warehouses NV

AGM Information Mar 24, 2023

3966_rns_2023-03-24_a8b07b2a-c66b-4db5-8602-f34c87c50e1c.pdf

AGM Information

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INFORMATIENOTA

Information note for the annual general meeting and extraordinary general meeting dated 26 April 2023

(the information note is written in Dutch, the English version is a non-official translation)

Intervest Offices & Warehouses (hereinafter the "Company"), in addition to the possibility of physical participation, will again organise a live broadcast of the annual and extraordinary general meeting in video/audio format (webcast). Shareholders wishing to watch this broadcast are hereby invited to register in advance via the link below:

https://channel.royalcast.com/landingpage/intervest/20230426\_1/

The Company informs shareholders that through this live broadcast, the meetings can be followed but voting will not be possible through the webcast.

The Company points out that shareholders can only follow the annual general meeting and extraordinary general meeting via the webcast and cannot intervene or vote. Consequently, the webcast is not an electronic means of communication through which shareholders can actively participate remotely in the annual and extraordinary general meeting within the meaning of Article 7:137 of the Companies and Associations Code, but merely an additional tool made available to shareholders by the Company.

In order to validly deliberate and decide on the proposals concerning the renewal of the authorisation to the supervisory board regarding 1) the authorised capital and the related amendment of the Articles of Association (agenda items I.2 and I.3 of the extraordinary general meeting), and 2) the acquisition of own securities (agenda item II of the extraordinary general meeting), at least half of the share capital must be present or represented. If the attendance quorum would not be reached at the extraordinary general meeting of 26 April 2023, a second extraordinary general meeting will be held on 24 May 2023 at 10.30 a.m. at the Company's registered office, with the same agenda, which second extraordinary general meeting will be able to deliberate and decide irrespective of the number of shares present or represented.

Participation in the general meeting

In accordance with Article 26 of the Articles of Association and Article 7:134 of the Companies and Associations Code (hereinafter "CAC"), the right to participate in and exercise voting rights at the general meeting is granted to shareholders who have complied with the following two conditions:

1. Registration

Only those persons who are actual shareholders of the Company on the 14th day before the general meeting at twenty-four hours ('Registration Date'), namely on Wednesday 12 April 2023 at midnight, are entitled to attend and exercise voting rights at the general meeting.

Registered shares with which registered shareholders wish to participate in the general meeting must be registered in the Company's register of registered shares on the Record Date.

Uitbreidingstraat 66 2600 Antwerp www.intervest.eu

T + 32 3 287 67 67 VAT BE 0458 623 918 RPR ANTWERPEN

  • The dematerialised shares with which shareholders wish to participate in the general meeting must be registered in their names in the accounts of a recognised account holder or a settlement institution on the Record Date.
  • Holders of bonds issued by the Company may participate in the general meeting with an advisory vote. They must fulfil mutatis mutandis the same participation formalities as shareholders.

2. Confirmation of participation

In addition, shareholders wishing to attend the general meeting must inform the Company of their intention no later than the 6th day before the date of the meeting, i.e. no later than Thursday 20 April 2023.

  • The owners of registered shares who wish to attend the meeting must notify the Company of their intention no later than Thursday 20 April 2023. This can be done either by letter addressed to the Company or by e-mail ([email protected]).
  • The owners of dematerialised shares who wish to participate in the meeting must submit a certificate issued by the authorised account holder or by the settlement institution showing the number of dematerialised shares registered in their accounts on the Record Date in the name of the shareholder and for which the shareholder has indicated to want to participate in the general meeting. This submission must be made no later than Thursday 20 April 2023 at the Company's registered office or by e-mail (A[email protected]), or at the Company's financial service, ING Bank nv.

Proxy (*)

Any shareholder may be represented at the general meeting by an authorised representative in accordance with the relevant provisions of the CAC by means of the proxy form available on the website (https://www.intervest.eu/en/shareholders-meeting). The Company must receive the signed proxy form no later than the 6 th day before the date of the meeting, i.e. on Thursday 20 April 2023, by letter addressed to the Company or by e-mail (A[email protected]).

Without prejudice to Article 7:145, 1st paragraph, 1° CAC (public solicitation of proxies), proxies may be given for one or more specific meetings or for the meetings held during a specific period. The proxy given for a specific meeting applies to successive meetings convened with the same agenda.

The proxy holder shall enjoy the same rights as the shareholder thus represented, and in particular the right to speak, to ask questions at the general meeting and to exercise the voting right at it.

The shareholder may appoint only one person as proxy holder for a particular general meeting. Notwithstanding this, (i) the shareholder may appoint separate proxies for each form of shares held by him, as well as for each of his securities accounts if he holds shares of the Company in more than one securities account and (ii) a person qualified as a shareholder but acting professionally on behalf of other natural or legal persons may give power of attorney to each of those other natural or legal persons or to a third party designated by them.

A person acting as a proxy holder may hold a proxy from more than one shareholder. In case a proxy holder holds proxies from several shareholders, he may vote differently on behalf of one shareholder than on behalf of another shareholder.

Proxy forms that arrive late or do not comply with the required formalities will be rejected. The Company must receive the proxy no later than the 6e day before the date of the general meeting.

For the purpose of calculating the rules on quorum and majority, only proxies submitted by shareholders who comply with the formalities referred to in Article 7:134, §2 of the CAC that must be fulfilled in order to be admitted to the meeting shall be taken into account.

Without prejudice to the possibility to deviate from the instructions in certain circumstances in accordance with Article 7:145(2) CAC, the proxy holder shall cast his vote in accordance with the instructions of the shareholder who appointed him. The proxy holder must keep a record of the voting instructions for at least one year and confirm at the shareholder's request that he has complied with the voting instructions.

In case of potential conflict of interest as stipulated in Article 7:143, §4 CAC between the shareholder and the proxy holder appointed by the shareholder, the proxy holder must disclose the precise facts relevant to the shareholder in order to assess whether there is a risk that the proxy holder is pursuing any interest other than the interest of the shareholder. Moreover, the proxy holder may vote on behalf of the shareholder only on condition that he has specific voting instructions for each item on the agenda.

Voting form (*)

Any shareholder may vote remotely by letter before the general meeting by using the remote voting form provided by the Company which is available on the website (https://www.intervest.eu/en/shareholders-meeting). The Company must receive the signed voting form no later than the 6 th day before the date of the meeting, i.e. on Thursday 20 April 2023, by letter addressed to the Company or by e-mail (A[email protected]).

Ability to add new items to the agenda (*)

One or more shareholders who together hold at least 3% of the capital may have items to be dealt with placed on the agenda of the general meeting and submit proposals for resolutions in relation to the items included or to be included on the agenda, in accordance with the applicable regulations and within their limits. This does not apply if a second general meeting is convened as a result of the fact that the required attendance quorum was not reached at the first convocation.

The additional items to be discussed or proposed resolutions must be received by the Company no later than the 22nd day before the date of the general meeting, i.e. no later than Tuesday 4 April 2023.

Shareholders shall prove, on the date they submit an agenda item or resolution proposal, that they hold the required share in the capital of the Company, either by virtue of a certificate of registration of the relevant shares in the register of registered shares, or by virtue of a certificate drawn up by the

authorised account holder or the clearing house certifying that the relevant number of dematerialised shares have been registered in the account in their name.

The aforementioned requests shall be made in writing and shall be accompanied, as the case may be, by the text of the subjects to be discussed and the related proposals for decision, or by the text of the proposals for decision to be placed on the agenda. It shall include a postal or e-mail address to which the Company shall send proof of receipt of these requests. These topics/proposals for resolution may be addressed to the Company by letter to the registered office of the Company or by e-mail ([email protected]).

The Company shall acknowledge receipt of such requests within a period of forty-eight hours from such receipt.

At the latest on the 15th day before the date of the general meeting, the Company shall publish an agenda supplemented with the additional subjects to be discussed and the corresponding proposed resolutions that would be included in it, and/or merely with the proposed resolutions that would be formulated. At that time, the Company shall publish the amended agenda, voting forms and proxy forms on its website.

The proxies and completed voting forms notified to the Company before the publication of a supplemented agenda shall remain valid for the agenda items to be discussed to which they apply. However, the proxy holder will be able, in respect of the agenda items to be dealt with for which new motions have been submitted, to deviate during the meeting from any instructions given by the shareholder, if the execution of those instructions could harm the interests of the shareholder. The proxy holder must notify the shareholder accordingly. The proxy must state whether the proxy holder is authorised to vote on the new items to be discussed included in the agenda or whether he must abstain.

Right to ask questions (*)

Shareholders may submit questions in writing in accordance with Article 7:139 of the CAC, which will be answered at the meeting, provided that the Company receives the questions no later than the 6 th day before the general meeting, i.e. no later than Thursday 20 April 2023. The written questions can be sent by letter addressed to the Company or to the following e-mail address: [email protected].

In accordance with Article 29 of the Articles of Association, the members of the supervisory board and/or the statutory auditors shall answer the questions put to them during the meeting or in writing by the shareholders with regard to their report or to the items on the agenda, insofar as the communication of data or facts is not of such a nature that it would be detrimental to the business interests of the Company or to the confidentiality to which the Company or its supervisory board members have committed themselves.

This year, the Company is again organising a live broadcast of the annual general meeting via a webcast. Shareholders who have both completed the formalities to participate in and exercise voting rights at the annual general meeting and registered in advance for the webcast (via the following link: https://channel.royalcast.com/landingpage/intervest/20230426\_1/)will also have the opportunity to ask

questions regarding the presentation at the annual general meeting which will be webcast. The Company should receive the questions by e-mail (A[email protected]) no later than 15 minutes after the end of the presentation. The questions received in time will be read out during the live broadcast by a member of the office to the members of the supervisory board and/or the Company's auditor, who will answer the questions directly.

Miscellaneous

The above reports and documents will be available for consultation on the website www.intervest.eu from 24 March 2023 via the following link: www.intervest.eu/nl/algemene-vergaderingen. Shareholders who so wish may obtain a copy of these reports and documents free of charge by sending a request no later than 20 April 2023 by e-mail (A[email protected]).

If you wish to obtain more information regarding this general meeting or the procedure for participating in this meeting, you can always contact Kevin De Greef on +32 3 287 67 67 or by e-mail: [email protected].

(*) Shareholders are kindly requested to send the signed proxy or voting form, as well as any additional topics to be considered or proposals for resolution and any written questions to the Company by e-mail (A[email protected]).

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