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Lotus Bakeries NV

Proxy Solicitation & Information Statement Mar 29, 2024

3972_rns_2024-03-29_74ca6f49-d92f-406a-8587-3bf2aade5c32.pdf

Proxy Solicitation & Information Statement

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Informal English translation.

This informal English translation is provided for informational purposes only.

The legally binding text is the Dutch language proxy form. Voting instructions should be given by means of the Dutch language proxy form and only this form will be considered as valid.

LOTUS BAKERIES NV PROXY FORM SHAREHOLDERS' MEETING OF 14 MAY 2024

Please read and comply with the following instructions:

  • - Only 1 proxy holder can be appointed on p.1 ;
  • - CLEARLY INDICATE YOUR VOTING INSTRUCTIONS p. 2 up and until p.4 ;
  • - Date, sign and insert the required information on p.4

The undersigned:

(full name of the shareholder) XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Full address of the shareholder: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX - Date, sign and insert the required information.

Owner of XXXXXXXXXXXXXXXXXXXX nominative shares – dematerialized shares (strike through what does not apply)

of Lotus Bakeries NV, with registered office at 9971 Lembeke, Gentstraat 1, herewith appoints as his/her special proxy holder:

  • Mr / Mrs XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX (fill out full name) OR
  • The company secretary, Mrs. Brechtje Haan

to whom the shareholder grants all powers to:

  • - represent the shareholder at the Shareholders' Meeting of Lotus Bakeries NV, to be held on Tuesday 14 May 2024 at 10.00 AM at Gentstraat 52, 9971 Lembeke
  • - participate in all deliberations in connection with the following agenda items and proposed resolutions included in the notice and agenda:

VOTING INSTRUCTIONS

Please note that voting instructions may only be validly given by means of the Dutch language proxy form. This document merely serves as an informal English translation.

Indicate your voting instructions here below in connection with the proposed resolutions specified above:

    1. Examination and discussion of the annual report and consolidated annual report of the Board of Directors concerning the financial statements and the consolidated financial statements of the company for the financial year ending on 31 December 2023. (does not give rise to voting)
    1. Examination and discussion of the auditor's report and consolidated auditor's report of the statutory auditor concerning the financial statements and the consolidated financial statements of the company for the financial year ending on 31 December 2023. (does not give rise to voting)
    1. Examination and approval of the financial statements of the company for the financial year ending on 31 December 2023, including the appropriation of profits and approval of the gross dividend of EUR 58 per share.

Motion:

"The Ordinary General Meeting of Shareholders resolves to adopt the financial statements of the company for the financial year ending on 31 December 2023, including the appropriation of profits and approval of the gross dividend of EUR 58 per share."

in favour against abstention

    1. Examination and discussion of the consolidated financial statements of the company for the financial year ending on 31 December 2023. (does not give rise to voting)
    1. Examination and approval of the remuneration report relating to the financial year ending on 31 December 2023.

Motion:

"The Ordinary General Meeting of Shareholders resolves to adopt the remuneration report relating to the financial year ending on 31 December 2023."

in favour against abstention

  1. Discharge of the directors.

Motion:

"The Ordinary General Meeting of Shareholders resolves to grant discharge to the directors for duties performed by them during the financial year ending on 31 December 2023."

in favour against abstention

  1. Discharge of the statutory auditor. Motion:

"The Ordinary General Meeting of Shareholders resolves to grant discharge to the statutory auditor for duties performed by him during the financial year ending on 31 December 2023."

in favour against abstention

  1. Acknowledgement of the end of the director's mandate and approval of the reappointment for a term of four years, of Beneconsult BV, with company registration number 0645.880.141, represented by its permanent representative, Ms Benedikte Boone, as non-executive director of the company and establishment of remuneration. All relevant information concerning the candidate's professional qualifications and a list of positions already held by the candidate, are published on the company's website. Motion:

"The Ordinary General Meeting of Shareholders acknowledges the end of the director's mandate of Beneconsult BV, with company registration number 0645.880.141 represented by its permanent representative Ms Benedikte Boone, as non-executive director of the company, and resolves - based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee - to reappoint them for a term of four years, ending immediately after the 2028 Ordinary General Meeting. The director will receive an annual remuneration for this in accordance with the approved remuneration policy."

in favour against abstention

  1. Acknowledgement of the end of the director's mandate and approval of the reappointment for a term of four years, of Concellent NV, with company registration number 0874.495.976, represented by its permanent representative, Ms Sofie Boone, as non-executive director of the company and establishment of remuneration. All relevant information concerning the candidate's professional qualifications and a list of positions already held by the candidate, are published on the company's website.

Motion:

"The Ordinary General Meeting of Shareholders acknowledges the end of the director's mandate of Concellent NV, with company registration number 0874.495.976 represented by its permanent representative Ms Sofie Boone, as non-executive director of the company, and resolves - based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee - to reappointment them for a term of four years, ending immediately after the 2028 Ordinary General Meeting. The director will receive an annual remuneration for this in accordance with the approved remuneration policy."

in favour against abstention

  1. Appointment auditor for the assurance of the consolidated sustainability reporting.

Motion

"To the extent necessary, the Ordinary General Meeting of Shareholders further resolves to extend the mandate of the auditor PwC Bedrijfsrevisoren BV, with registered office at 1831 Diegem, Culliganlaan 5, registered with the Crossroads Bank for Enterprises under number 0429.501.944, permanently represented by Lien Winne BV (B00989), company auditor, registered with the Crossroads Bank for Enterprises under number 0698.599. 344, permanently represented by Lien Winne, also company auditor, and to add to the appointment, for a period of 1 year until after the general meeting approving the financial statements as at 31 December 2024, the assurance

assignment on the consolidated sustainability reporting for FY 2024 as required by Directive (EU) 2022/2464 of 14 December 2022 amending Regulation (EU) no. 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, in relation to sustainability reporting by companies (CSRD). This mandate will be considered the legal mandate as it will be provided by the law transposing the CSRD once it is promulgated."

in favour against abstention

  1. Delegation of Powers.

Motion

"The Ordinary General Meeting of Shareholders grants a proxy to each member of the Board of Directors, as well as to Ms Brechtje Haan, electing domicile at the registered office of the company for these purposes, each acting independently and with power of substitution, to prepare, execute and sign all the documents, instruments, actions and formalities, and provide all necessary and useful instructions to implement the foregoing decisions, as well as to fulfil the formalities in view of registering/adjusting the data at the Crossroads Bank for Enterprises."

in favour against abstention

In the specific case where the special proxy holder is a person on the Board of Directors of Lotus Bakeries NV or working at Lotus Bakeries NV, then that person may only vote on those agenda items for which specific voting instructions have been given. In the absence of voting instructions for any agenda item or in the event that, for any reason whatsoever, any ambiguity would arise with regard to the voting instructions, the proxy holder shall always be deemed to vote "abstention" of the proposal for such items for which no or an unclear voting instruction is given; this will be deemed to be a specific voting instruction in the sense of article 7:143 § 4 2° and 3° of the Belgian Companies and Associations Code.

This present proxy shall also serve as notification within the meaning of article 7:134 of the Companies and Associations Code.

Place and date XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 2024.

Signature of the shareholder

(to be preceded by the handwritten words "Good for proxy").

If the shareholder is not a physical person:

Name of the person signing this proxy: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Function: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Legal entity: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

who declares to be authorized to sign this proxy in the name and for the account of the shareholder mentioned on p. 1.

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