AGM Information • Mar 25, 2022
AGM Information
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(The proxy for the ordinary general meeting is written in Dutch; the English version is a non-official translation)
This duly completed, dated and signed form must be received by Intervest Offices & Warehouses ("the Company") no later than Thursday 21 April 2022 and can be sent as follows.
The shareholders are kindly requested to send this signed voting form to the Company by e-mail ([email protected]).
Undersigned (the "Proxy provider"),
| Legal entity | |
|---|---|
| Corporate name and legal form: |
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| Office: | |
| Enterprise number: | |
| Validly represented by (name anf function): |
| Natural person: | |
|---|---|
| Last name and first name: | |
| Address:: |
Declares on the Registration Date to be holder of:
……………………………………. dematerialised shares
or
……………………………………. ordinary registered shares
INTERVEST OFFICES & WAREHOUSES nv Public regulated real estate company under Belgian law
Uitbreidingstraat 66 2600 Antwerp www.intervest.be
T + 32 3 287 67 67 VAT BE 0458 623 918 ANTWERP RLP
of the limited liability company, "INTERVEST OFFICES & WAREHOUSES", with office at 2600 Berchem Antwerp, Uitbreidingstraat 66, with enterprise number 0.458.623.918 (RLP Antwerp, division Antwerp).
Hereby gives special proxy to ("Proxy holder"):
| Legal entity | |
|---|---|
| Corporate name and legal form: |
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| Office: | |
| Enterprise number: | |
| Validly represented by (name and function): |
| Natural person: | |
|---|---|
| Last name and first name: | |
| Address: |
To represent him/her at the ordinary general shareholders' meeting of the Company to be held at the office of the Company at Wednesday 27 April 2022 at 3 pm with the agenda described below, and to vote on his/her/its behalf in accordance with the voting intention expressed below.
Pursuant to article 7:143, §4 of the Belgian Companies and Associations Code (hereinafter "CAC")1 , proxy forms that are returned to the Company without designation of a proxy holder will be considered to designate, as Proxy holder, the Company, its management body or one of its employees, creating a potential conflict of interests. To be taken into account, those proxy forms must contain specific voting instructions for each item on the agenda. In the absence of such specific voting instructions for a particular item, the Proxy holder deemed to have a conflict of interests, shall therefore not participate in the vote.
In order to be allowed to attend the general meeting, the Proxy holders will have to prove their identity, and representatives or special mandataries of legal entities must attach to this proxy voting form, or else provide at the latest immediately before the start of the general meeting, the documents proving their power of representation.
1 In the event of a potential conflict of interest between the Proxy holder and 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 could pursue any interest other than the interest of the shareholder. The Proxy holder shall only be authorised to vote on behalf of the shareholder provided that he/she/it has specific voting instructions for each item on the agenda. There will be a conflict of interest, for example, when the Proxy holder: (i) is the company itself or an entity controlled by it, or is a shareholder controlling the company or another entity controlled by such a shareholder; (ii) is a member of the board of directors or the management bodies of the company, of a shareholder controlling the company, or of a controlled entity as referred to in (i); (iii) is an employee or auditor of the company, or of a controlled entity as referred to in (i); (iv) has a parental relationship with a natural person referred to in (i) to (iii) or is the spouse or legal cohabitant of such person or a relative of such a person.
Please indicate below your voting instructions (for, against, abstention) in writing for each individual proposal for resolution. The Proxy provider hereby gives the Proxy holder the following instructions to vote at the general meeting as follows on the agenda items listed below (cfr. Agenda attached and published in the Belgian Official Gazette, 'De Standaard' and on the Company's website (www.intervest.be/en)):
| Item on the agenda | Instructions for exercising the voting right |
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|---|---|---|---|
| Yes | No | Abstention | |
| 1. Examination of the annual reports of the supervisory board concerning the statutory and consolidated annual accounts of the Company as at 31 December 2021. |
Requires no vote | ||
| 2. Examination of the reports of the statutory auditor regarding the annual accounts referred to in item 1. |
Requires no vote | ||
| 3. Examination of the consolidated annual accounts of the Company closed as at 31 December 2021. |
Requires no vote | ||
| 4. Approval of the statutory annual accounts of the Company concerning the financial year that ended as at 31 December 2021, as well as the allocation of the result. |
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| 5. Approval of the remuneration report, which forms a specific part of the corporate governance statement as included in the annual report of the supervisory board concerning the financial year that ended as at 31 December 2021. |
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| 6. Discharge of the members of the supervisory board of the Company. |
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| 7. Discharge of the statutory auditor of the Company. | |||
| 8. Approval of the annual report and the report of the auditor of the company Gencor nv and approval of the annual accounts of the company Gencor nv for the period 1 January 2021 – 7 September 2021 and granting discharge to the directors and the auditor of the company Gencor nv. |
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| 9. Reappointment of Marleen Willekens as independent member of the supervisory board (*). |
| 10. Ratification of the co-optation of Marc Peeters and his reappointment as independent member of the supervisory board (*). |
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|---|---|---|---|
| 11. Reappointment of the auditor of the Company in view of the end of the auditor's mandate (*). |
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| 12. Establishment of the annual compensation for the auditor of the Company. |
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| 13. Change of control provisions in financing agreements (art. 7:151 CAC). |
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| 14. Change of control provisions in financing agreements (art. 7:151 CAC). |
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| 15. Questions from the shareholders to the members of the supervisory board concerning their reports or the agenda items and questions to the statutory auditor concerning his reports. |
Requires no vote |
(*) Subject to the approval by the Financial Services and Market Authority (FSMA), for the items of the agenda for which authorisation is required and not yet obtained.
Pursuant to article 7:139 CAC, the undersigned hereby declares that he/she has no questions for the directors or the statutory auditor relating to any proposal of the above-mentioned agenda or their report.
Completed at …………………………………….
As at …………………………………….
Signature
(the agenda is written in Dutch, the English version is a non-official translation)
The shareholders are invited to attend the annual general meeting of Intervest Offices & Warehouses nv (hereinafter 'the Company') that will take place as at Wednesday 27 April 2022 at 3 pm at the office of the Company, in order to deliberate on the next agenda and proposals for resolution.
The Company reminds shareholders that:
However, the Company points out that shareholders can only follow the annual general meeting via the webcast and cannot intervene or vote. Consequently, the webcast is not an electronic means of communication by which shareholders can actively participate remotely in the annual general meeting in the sense of Article 7:137 of the Belgian Companies and Associations Code (CAC), but merely an additional resource that the company is making available to the shareholders.
INTERVEST OFFICES & WAREHOUSES nv Public regulated real estate company under Belgian law
Uitbreidingstraat 66 2600 Antwerp www.intervest.be
T + 32 3 287 67 67 VAT BE 0458 623 918 ANTWERP RLP
The annual general meeting has following agenda:
In view of the fact that this is purely a matter of examination, the general meeting does not need to take a decision. Consequently, no proposal for resolution has been included in this convocation regarding this agenda item.
In view of the fact that this is purely a matter of examination, the general meeting does not need to take a decision. Consequently, no proposal for resolution has been included in this convocation regarding this agenda item.
In view of the fact that this is purely a matter of examination, the general meeting does not need to take a decision. Consequently, no proposal for resolution has been included in this convocation regarding this agenda item.
Proposal for resolution: The general meeting approves the statutory annual accounts of the Company concerning the financial year that ended as at 31 December 2021, as well as the allocation of the result. Consequently, a dividend of € 1,53 gross per share, represented by coupon no. 25, will be paid out for 2021.
Proposal for resolution: The general meeting approves the remuneration report, which forms a specific part of the corporate governance statement as included in the annual report of the supervisory board on the financial year that ended as at 31 December 2021.
Proposal for resolution: The general meeting grants discharge in a separate vote of the members of the supervisory board of the Company, who held these positions during the 2021 financial year for the transactions which took place during the 2021 financial year.
Proposal for resolution: The general meeting grants discharge in a separate vote to the statutory auditor of the Company for the execution of his mandate during the 2021 financial year.
Proposal for resolution: Approval of the annual accounts of the company Gencor nv, that was acquired by Intervest Offices & Warehouses nv on 7 September 2021 within the framework of a transaction considered equal to a merger by takeover or silent merger in accordance with the articles 12:7 and 12:50 of the Belgian Companies and Associations Code (CAC), for the period that started on 1 January 2021 and ended at the moment of the aforementioned merger on 7 September 2021.
Also, to discharge, in a separate vote, the directors and the auditor of the company Gencor nv, which was acquired by Intervest Offices & Warehouses nv on 7 September 2021 within the framework of a transaction considered equal to merger by takeover or silent merger in accordance with the articles 12:7 and 12:50 Belgian CAC, from their work during the period that started on 1 January 2021 and ended at the moment of the aforementioned transaction considered equal to merger by takeover or silent merger in accordance with the articles 12:7 and 12:50 Belgian CAC on 7 September 2021; those same directors and auditor held positions during that same period.
Proposal for resolution: The general meeting reappoints Marleen Willekens as independent member of the supervisory board. The mandate of Marleen Willekens shall end immediately following the annual general meeting to be held in the year 2025, at which meeting it shall be resolved to approve the annual accounts closed as at 31 December 2024.
The mandate of Marleen Willekens will be remunerated pursuant to the remuneration fixed for the members of the supervisory board by the annual general meeting of 29 April 2020.
Marleen Willekensfulfils the independence requirements of article 7:106 (j° 7:87) of the Belgian CAC and of the stipulation 3.5 of the Belgian Corporate Governance Code 2020.
The profile of Marleen Willekens can be found in the annual report 2021 which is available on the Company's website (www.intervest.be/en).
Proposal for resolution: The general meeting decides to ratify the co-optation by the supervisory board dd. 26 May 2021 of Marc Peeters to an independent member of the supervisory board in replacement of Jean-Pierre Blumberg as from 1 August 2021 and reappoints Marc Peeters as independent member of the supervisory board.
The mandate of Marc Peeters shall end immediately following the annual general meeting to be held in the year 2025, at which meeting it shall be resolved to approve the annual accounts closed as at 31 December 2024.
The mandate of Marc Peeters will be remunerated pursuant to the remuneration fixed for the members of the supervisory board by the annual general meeting of 29 April 2020.
Marc Peeters fulfils the independence requirements of article 7:106 (j° 7:87) of the Belgian CAC and of the stipulation 3.5 of the Belgian Corporate Governance Code 2020.
The profile of Marc Peeters can be found in the Annual report 2021 which is available on the Company's website (www.intervest.be/en).
The general meeting hereby states that, effective today, the composition of the supervisory board is as follows:
Proposal for resolution: The general meeting reappoints auditor Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises, a civil company with limited liability, with registered office at Gateway Building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem, with company number 0429.053.863, represented by Kathleen De Brabander, Company Auditor, as the auditor of the company for a term of 2 years that ends immediately after the annual general meeting that shall be held in the year 2024, at which meeting it shall be resolved to approve the annual accounts closed as at 31 December 2023.
Proposal for resolution: The general meeting sets the annual compensation for the auditor of the Company, Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises (Deloitte Company Auditors), a civil company with limited liability, with registered office at Gateway Building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem, with company number 0429.053.863, represented by Kathleen De Brabander, Company Auditor, at € 83.380,00 (excluding expenses and excluding VAT and the 1,4% fee to the Belgian Institute of Company Auditors), to begin in the financial year commencing as of 1 January 2022.
Within the scope of financing the activities of the Company, Intervest Offices & Warehouses nv concluded in 2021 additional (re)financing agreement, i.e., (i) a Bullet Loan for an amount of € 40.000.000 between the Company as borrower and Triodos Bank nv (50%) and A.S.R. as lender (50%), with Triodos Bank nv acting as agent for the credit facility, (ii) a roll-over credit by means of fixed term advances for an amount of € 25.000. 000 between the Company as borrower and Belfius Bank nv as lender, replacing the existing credit facility maturing on 30/06/2021, (iii) a roll-over
credit facility by means of fixed-term advances for an amount of €40.000.000 between the Company as borrower and Belfius Bank nv as lender, replacing the existing credit facility maturing on 30/06/2023 (50%) and 30/06/2024 (50%), (iv) a roll-over credit by means of fixed-term advances for an amount of € 35.000.000 between the Company as borrower and Belfius Bank nv as credit provider, replacing the existing credit facility maturing on 30/10/2023, (v) a revolving credit facility for an amount of € 15.000.000 between the Company as borrower and BNP Paribas Fortis nv as credit provider, replacing the existing credit facility maturing on 10/07/2022, (vi) a revolving credit facility of € 25.000.000 between the Company as borrower and KBC Bank nv as credit provider, replacing the existing credit with a maturity date of 31/12/2022, (vii) an issue of EUR 3.000.000 in the long-term Commercial Paper programme (VVD 24/09/2031) with Belfius Bank acting as dealer; (i) to (vii) are hereafter collectively referred to as the "Financing Agreements".
Proposal for resolution: to agree, in application of Article 7:151 of the Belgian CAC, that certain provisions of the Financing Agreements confer rights on third parties that have an influence on the assets of the Company or cause a debt or obligation to be incurred by the Company, the exercise of which depends on a change in control (as defined in the respective Financing Agreements) over (or from a public takeover bid on) the Company.
Furthermore, as part of the financing of its operations in March and/or April 2022, the Company will enter into additional financing agreements in the form of bond issues and programmes and working capital financings (the "2022 Financing Agreements").
It is envisaged that the 2022 Financing Agreements will contain provisions granting rights to third parties that affect the assets of the Company or create a debt or an obligation for the Company (i.e. withdrawal of the line of credit and/or immediate callability and repayment) whereby the exercise of these rights is subject to a change of control (as defined in the respective Financing Agreements) over, or a public take-over bid for, the Company.
Proposal for resolution: to agree, in accordance with Article 7:151 of the Belgian CAC, that the Company is party to the 2022 Financing Agreements and that certain provisions of the 2022 Financing Agreements grant rights to third parties that affect the assets of the Company or create a debt or an obligation for the account of the Company, the exercise of which is subject to a change of control (as defined in the respective Financing Agreements) over, or a public take-over bid for, the Company.
(*) Subject to the approval by the Financial Services and Market Authority (FSMA), for the items of the agenda for which authorisation is required and not yet obtained.
Please note that all dates and times indicated below are final deadlines and that these will not be extended due to a weekend, a public holiday or any other reason.
Pursuant to Article 26 of the articles of association and article 7:134 of the Belgian CAC, the right to participate in the general meeting and to exercise voting rights is granted by the accounting registration of the registered shares of the shareholder on the 14th day prior to the date of the general meeting at 12:00 midnight (the "registration date"), i.e. on Wednesday 13 April 2022 at 12:00 midnight either by means of their registration in the Company's shareholder register or by their registration in the accounts of a certified account holder or settlement institution, irrespective of the number of shares held by the shareholder on the date of the general meeting.
The owners of registered shares who wish to participate in the meeting must inform the Company of their intention to do so no later than the 6 th day prior to the date of the meeting. You may do this either by letter addressed to the Company or by sending an e-mail ([email protected]) no later than Thursday 21 April 2022.
The owners of dematerialised shares must file with the Company, no later than Thursday 21 April 2022, a certificate issued by the certified account holder or the settlement institution, which includes an indication of the number of dematerialised shares for which the shareholder has declared he or she would like to participate in the general meeting, either by letter addressed to the Company or by sending an e-mail to [email protected].
Each shareholder is entitled to designate an authorised representative to represent him or her at the general meeting by filling in the proxy form that is available on the website (www.intervest.be/en/shareholders-meeting). The signed proxy must be filed at the Company's office no later than on the 6th day prior to the date of the meeting, i.e. Thursday 21 April 2022, either by letter addressed to the Company or by e-mail ([email protected]).
Each shareholder can vote remotely by letter before the general meeting by using the form made available on the Company's website (www.intervest.be/en/shareholders-meeting) for voting remotely. The signed voting form must be filed at the Company's office no later than on the 6th day prior to the date of the meeting, i.e. Thursday 21 April 2022, either by letter addressed to the Company or by email ([email protected]).
Pursuant to, and subject to the limits of, the applicable regulations, one or more shareholders who together own at least 3% of the share capital may place discussion items on the agenda of the general meeting and submit proposals for resolution with respect to the discussion items which are or will be included on the agenda. The additional discussion items or proposals for resolution must be received by the company no later than the 22nd day prior to the date of the general meeting, i.e. no later than
Tuesday 5 April 2022. These discussion items/proposals for resolution may be sent by letter addressed to the Company's registered office or to the following e-mail address: [email protected].
For more information on the aforementioned rights and the procedure for exercising them, please refer to the Company's website www.intervest.be/en.
Shareholders are entitled to submit questions in writing which will be answered during the meeting, provided that the Company has received the questions no later than on the 6th day prior to the general meeting i.e. no later than Thursday 21 April 2022. The written questions can be sent by letter addressed to the Company or to the following e-mail address: [email protected].
For more information on the aforementioned rights and the procedure for exercising them, please refer to the Company's website www.intervest.be/en.
The Company will again organise a live broadcast of the annual general meeting via a webcast. Shareholders who have completed the formalities to participate in the annual general meeting and exercise the right to vote there and who have also registered for the webcast in advance (via the following link: https://channel.royalcast.com/landingpage/intervest/20220427\_1/) will also have the possibility of asking questions regarding the presentation during the annual general meeting that will be broadcasted via the webcast. The Company must receive the questions by email [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 committee to the members of the Company's supervisory board and/or to the statutory auditor, who will answer them directly.
As of 25 March 2022, the aforementioned reports and documents can also be found on the website www.intervest.be/en via the following link: www.intervest.be/en/shareholders-meeting. Shareholders can, if they wish, receive a free copy of these reports and documents by sending a request no later than Thursday 21 April 2022 by e-mail ([email protected]).
If you would like to receive more information on this general meeting or the procedure for participating in this meeting, feel free to contact Kevin De Greef or Hélène Halsberghe on + 32 (0)3 287 67 67 or by e-mail: [email protected].
(*) The shareholders are kindly requested to send the signed proxy or voting form as well as any additional topics to be discussed or proposed resolutions and any written questions by e-mail ([email protected]) to the Company.
The supervisory board
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