AGM Information • Apr 14, 2023
AGM Information
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ORANGE BELGIUM PUBLIC LIMITED LIABILITY COMPANY AVENUE DU BOURGET 3 / BOURGETLAAN 3 1140 BRUSSELS
One or more shareholders collectively owning at least 3% of the share capital of the company have the right (i) to put items on the agenda of the ordinary and special general meeting which will take place on 3May 2023at 11amat the registered office of the company and/or (ii) to table draft resolutions for items included or to be included in the agenda.
Any shareholder or shareholders who exercise(s) this right must comply with the following two conditions conditions for their question to be eligible for consideration at the general meeting:
This right can be exercised by delivering the text of the new agenda items and the related draft resolutions and/or of the proposed draft resolutions regarding the agenda items to the company by e-mail ([email protected]) or by postal services (at the registered office of the company – to the attention of Ms Anske De Porre). Any requests to this end must reach the company at the latest on Tuesday 1 Tuesday 11 April 20 2023at 4 pm. The company will confirm receipt of these requests by e-mail or postal services at the address provided by the shareholder.
If the agenda is modified, the revised agenda will be published at the latest on Tuesday 1 18 April 2023 (on the website of the company at the following address: http://corporate.orange.be/en/, in the Belgian Official Journal and in the press).
An Ad hoc form for voting by proxy or by correspondence completed with the additional agenda items and/or draft resolutions will be made available on the company's website at the following address: http://corporate.orange.be/en/ at the same time as the publication of the revised agenda, i.e. at the latest on Tuesday Tuesday 18 April 2023.
The proxies notified to the company before the publication of the revised agenda remain valid for the agenda items they cover. As an exception to this rule, the proxy holder can, for the agenda items for which in accordance with article 7:130 of the Belgian Code on Companies and Associations new draft resolutions have been tabled, deviate during the meeting from the instructions of the shareholder, if carrying out the instructions could prejudice the interests of the shareholder. The proxy holder must inform the shareholder thereof. The proxy must state whether the proxy holder is entitled to vote on the newly-added agenda items, or if he/she should abstain.
Similarly, the forms for voting by correspondence which the company may have received before the publication of the revised agenda remain valid for the agenda items they cover. As an exception to this rule, any vote on an agenda item for which in accordance with article 7:130 of the Belgian Code on Companies and Associations a new draft resolution has been tabled is disregarded.
The shareholders have the right to ask questions in writing to the directors and/or the auditor of the company before the ordinary and special general meeting of Wednesday Wednesday3May2023.
The exercising of this right is subject to the following two conditions conditions:
These questions can be submitted prior to the general meeting by e-mail ([email protected]) or by postal services (sent to the registered office of the company – to the attention of Ms Anske De Porre). These questions must reach the company at the latest on Thursday Thursday 27April2023at4 pm.
During the general meeting, the directors will answer the questions which have been raised by the shareholders in writing (or orally during the meeting) concerning their report or the agenda items provided that the communication of data or facts is not of such a nature that it would be detrimental to the interests of the company or in breach of the confidentiality undertakings contracted by the company or its directors.
The auditor will answer the questions which have been raised by the shareholders in writing (or orally during the meeting) concerning his report provided that the communication of data or facts is not of such a nature that it would be detrimental to the company or in breach of the auditor's professional secrecy rules, or of the confidentiality undertakings contracted by the company. He has the right to address the general meeting in connection with the performance of his task.
If different questions relate to the same subject matter, the directors and/or auditor may provide one overall answer.
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