Proxy Solicitation & Information Statement • Apr 1, 2022
Proxy Solicitation & Information Statement
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AVENUE DU BOURGET 3, 1140 BRUSSELS VAT BE 0456.810.810 RLE BRUSSELS (the "Company")
The undersigned (surname, name / company name): .................................................................................................................................................... .................................................................................................................................................... Domicile / company address: .................................................................................................... .................................................................................................................................................... Holder of ........................... dematerialised / registered1 ) shares of Orange Belgium SA on the Record date (Wednesday 20 April 2022 at 24 hours – Belgian time), decides to vote by correspondence in advance of the ordinary general meeting of shareholders of Orange Belgium SA, which will be held on Wednesday 4 May 2022 at 11.00 hours at Evere (1140 Brussels), Avenue du Bourget 3.
1 Cross out what is not applicable
The general meeting approves the remuneration report for the financial year ended 31 December 2021.
The general meeting approves the remuneration policy established pursuant to article 7:89/1 of the Code on Companies and Associations.
• Approval of the Company's annual accounts for the financial year ended 31 December 2021 and appropriation of the result. Presentation of the annual consolidated accounts as at the same date.
The general meeting approves the Company's annual accounts for the financial year ended 31 December 2021, including the appropriation of the result as proposed.
The general meeting decides to grant an identical profit premium pursuant to the Law of 22 May 2001 regarding the employee participation in the company's capital and the establishment of a profit premium for employees, in order to involve the employees in the results of the financial year starting on 1 January 2021 and ending on 31 December 2021. The identical profit premium that the general meeting decides to grant the employees shall comply with the following terms:
Draft resolution No. 4 :
The general meeting grants the directors discharge for the performance of their function up to and including 31 December 2021.
• Discharge of the statutory auditor.
The general meeting grants the statutory auditor discharge for the performance of its function up to and including 31 December 2021.
The general meeting resolves to proceed to the final appointment of Mr Christian LUGINBÜHL (co-opted by the Board of Directors on 1 July 2021, with effect as of 1 July 2021, in replacement of Mr Christophe NAULLEAU, resigning director) as director of the Company. His mandate will expire after the ordinary general meeting in 2023.
The general meeting grants full powers to B-DOCS SPRL having its registered office at rue du Taciturne 27, 1000 Brussels, as well as to its respective employees, servants and agents, with right of substitution, to fulfil all required and/or necessary actions, procedures and/or formalities with the legal entities register, an enterprise counter ("Guichet d'entreprise"), the Belgian Official Journal and/or the Crossroads Bank for Enterprises, to ensure (i) the necessary filings, (ii) the publication in the Annexes to the Belgian Official Journal and, (iii) the recording/modification of the data in the Crossroads Bank for Enterprises.
| d Vote : |
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| Voting instruction on proposed resolution No. 1 for against abstain |
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| Voting instruction on proposed resolution No. 2 for against abstain |
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| Voting instruction on proposed resolution No. 3 for against abstain |
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| Voting instruction on proposed resolution No. 4 for against abstain |
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| Voting instruction on proposed resolution No. 5 for against abstain |
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| Voting instruction on proposed resolution No. 6 for against abstain |
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| e Voting instruction on proposed resolution No. 7 for against abstain |
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| s u The forms to vote by correspondence addressed to the Company in respect of this meeting will be valid for all subsequent meetings to be held with the same agenda. |
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| Forms not mentioning any voting instruction or abstention are null and void. When during the | |||||
| meeting a proposed resolution for which a vote has been casted is modified, the vote casted remotely will be disregarded. |
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| e All forms for voting by correspondence which the Company would have received before the publication of a revised agenda in accordance with article 7:130 of the Belgian Code on Compa nies and Associations remain valid for the agenda items they cover. As an exception to this rule, |
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| 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. |
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| b The original forms for voting by correspondence must arrive at the Company (for the attention of Mrs Anske De Porre) at the latest on Thursday 28 April 2022 at 16.00 hours. A copy may be sent in advance via e-mail ([email protected]) insofar as the originals arrive at the Company at the latest on Thursday 28 April 2022 at 16.00 hours. |
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| o t |
Done in ……………………………… on …………………………….…………………2022 | ||||
| Signature: …………………………………………………………………………………………. | |||||
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| o N |
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ORANGE BELGIUM A LIMITED LIABILITY COMPANY
AVENUE DU BOURGET 3, 1140 BRUSSELS VAT BE 0456.810.810 RLE BRUSSELS (the "Company")
| The undersigned (surname, name / company name): |
|---|
| Domicile / company address: |
| Holder of (dematerialised / registered1 ) shares of Orange Bel gium SA on the Record date (Wednesday 20 April 2022 at 24 hours – Belgian time), Hereby appoints as special representative, with the right of substitution (surname, name / company name): |
| Domicile / company address: |
| 1 Cross out what is not applicable |
To represent him/her at the ordinary general meeting of shareholders of Orange Belgium SA, which will be held on Wednesday 4 May 2022 at 11.00 hours at Evere (1140 Brussels), Avenue du Bourget 3.
The general meeting approves the remuneration report for the financial year ended 31 December 2021.
The general meeting approves the remuneration policy established pursuant to article 7:89/1 of the Code on Companies and Associations.
• Approval of the Company's annual accounts for the financial year ended 31 December 2021 and appropriation of the result. Presentation of the annual consolidated accounts as at the same date.
The general meeting approves the Company's annual accounts for the financial year ended 31 December 2021, including the appropriation of the result as proposed.
The general meeting decides to grant an identical profit premium pursuant to the Law of 22 May 2001 regarding the employee participation in the company's capital and the establishment of a profit premium for employees, in order to involve the employees in the results of the financial year starting on 1 January 2021 and ending on 31 December 2021. The identical profit premium that the general meeting decides to grant the employees shall comply with the following terms:
Draft resolution No. 4 :
The general meeting grants the directors discharge for the performance of their function up to and including 31 December 2021.
The general meeting grants the statutory auditor discharge for the performance of its function up to and including 31 December 2021.
The general meeting resolves to proceed to the final appointment of Mr Christian LUGINBÜHL (co-opted by the Board of Directors on 1 July 2021, with effect as of 1 July 2021, in replacement of Mr Christophe NAULLEAU, resigning director) as director of the Company. His mandate will expire after the ordinary general meeting in 2023.
• Coordination of the articles of association – powers.
The general meeting grants full powers to B-DOCS SPRL having its registered office at rue du Taciturne 27, 1000 Brussels, as well as to its respective employees, servants and agents, with right of substitution, to fulfil all required and/or necessary actions, procedures and/or formalities with the legal entities register, an enterprise counter ("Guichet d'entreprise"), the Belgian Official Journal and/or the Crossroads Bank for Enterprises, to ensure (i) the necessary filings, (ii) the publication in the Annexes to the Belgian Official Journal and, (iii) the recording/modification of the data in the Crossroads Bank for Enterprises.
| Voting instruction on proposed resolution No. 1 | for | against | abstain |
|---|---|---|---|
| Voting instruction on proposed resolution No. 2 | for | against | abstain |
| Voting instruction on proposed resolution No. 3 | for | against | abstain |
| Voting instruction on proposed resolution No. 4 | for | against | abstain |
| Voting instruction on proposed resolution No. 5 | for | against | abstain |
| Voting instruction on proposed resolution No. 6 | for | against | abstain |
| Voting instruction on proposed resolution No. 7 | for | against | abstain |
(a)The representative will vote for the proposed resolution; OR
(b) In case the undersigned crossed out the above mentioned option (a), the representative shall vote in the best interest of the undersigned.
However, should there exist a possible conflict of interests between the representative and the shareholder as per article 7:143 § 4 of the Belgian Code on Companies and Associations, the representative will only be allowed to vote on the items included in the agenda for which he has received specific voting instructions2 . Please note that a proxy that would not include the name of the special representative will be treated as equivalent to this hypothesis of conflict of interests.
The representative may also, by virtue of this proxy, represent the undersigned at all subsequent general meetings that are held with the same agenda by reason of postponement of the latter.
For these purposes, the representative has the power to execute and sign all deeds, documents and minutes, to elect domicile, to have himself/herself substituted and, in general, to do what is necessary or useful to execute this mandate, with the promise of ratification on behalf of the undersigned.
The present proxy must reach the Company at the latest on Thursday 28 April 2022 at 16.00 hours (to the attention of Mrs Anske De Porre). A copy of the proxy may also be sent in advance via e-mail ([email protected]) provided the signed original reaches the Company at the latest on Thursday 28 April 2022 at 16.00 hours.
In case the present proxy is notified to the Company before the publication of the revised agenda in accordance with article 7:130 of the Belgian Code on Companies and Associations, it will remain valid for those items included on the agenda which are covered by the proxy. As an exception to this rule, the proxy holder may, with respect to the agenda items for which in accordance with article 7:130 of the Belgian Code on Companies and Associations new draft resolutions are submitted, 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 in any case inform the shareholder hereof. Not to be used
In the event that new items are added to the agenda in accordance with article 7:130 of the Belgian Code on Companies and Associations, the proxy holder (please select box):
is entitled to vote on the newly-added items on the agenda;
should abstain from voting on these new agenda items.
If no selection is made, the representative will not cast a vote on these newly-added items.
In any case, the representative referred to in Article 7:143 § 4 of the Belgian Code on Companies and Associations (conflict of interests) who did not receive clear and specific voting instructions on a new item added or to be added on the agenda or on a new draft resolution, will not cast a vote for this newly-added item or new draft resolution.
Done in …………………….....…..….......…… on ……….......….......………………… 2022 (*)
Signature : ……………………………………………………………………………………………
1 A conflict of interest within the meaning of article 7:143 § 4 of the Belgian Code on Companies and Associations may in particular arise where the proxy holder:
1° is the Company itself or an entity controlled by the Company, a controlling shareholder of the Company or is another entity controlled by such shareholder;
2° is a member of a governing body of the Company, or of a controlling shareholder or controlled entity referred to in 1°;
3° is an employee or an auditor of the Company, or of a controlling shareholder or controlled entity referred to in 1°; 4° has a family relationship with a natural person referred to in 1° to 3°, or is the spouse or the legal cohabitant of such person or of a relative of such person.
(*) Please have your signature preceded by the handwritten wording "Good for proxy"
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