AGM Information • Jun 21, 2023
AGM Information
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Public regulated real estate company according to Belgian law, limited liability company
Registered office: Industrielaan 6, B-1740 Ternat (Belgium) Commercial Court Brussels (Dutch section) VAT: BE 0434 797 847 Company number: 0434.797.847
The board of directors of Retail Estates NV, a public regulated real estate company under Belgian law (hereinafter referred to as "Retail Estates" or the "Company") invites the shareholders, bondholders, directors and statutory auditor to attend the annual general meeting, which shall take place on Monday 24 July 2023 at 10 am at the registered office of Company (hereinafter referred to as the "General Meeting").
The agenda (including the proposals for resolution) for the General Meeting was composed as follows:
As the agenda items 1 to 3 refer to mere acknowledgements, the General Meeting does not have to resolve on the items. Therefore, this convocation does not include proposals for resolutions with regard to these agenda items.
Proposal to distribute a gross end of financial year dividend of 0,00 EUR per share (for a total of 14,085,827 shares), given the interim dividend allocated earlier by the board of directors.
Acknowledgement and approval of the remuneration report for the financial year that ended on 31 March 2023, that forms a specific part of the corporate governance statement of the annual report.
Proposal to approve the remuneration report for the financial year that ended on 31 March 2023, that forms a specific part of the corporate governance statement of the annual report.
Proposal to grant discharge, by separate vote, to the current and former directors of the Company for the performance of their mandate during the financial year that ended on 31 March 2023.
Proposal to grant discharge to the statutory auditor of the Company for its mandate during the financial year that ended on 31 March 2023.
Together, the "Financing Agreements".
Proposal to approve, in accordance with article 7:151 of the Belgian Companies and Associations Code, all clauses in (the general terms and conditions applicable to) the Financing Agreements granting rights to the credit institution concerned (ING Belgium NV/SA, BNP Paribas Fortis NV/SA, Belfius Bank NV/SA and KBC Bank NV/SA) in connection with a change of control over the Company (a.o. a possible early demand for repayment of the credit in question (and of all other amounts due or outstanding under the credit) and/or a possible immediate suspension of the use of the credit):
The board of directors invites you to adopt all proposals on the agenda.
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Please note that all dates and times indicated below are final deadlines and that these will not be postponed if they fall in a weekend or on a public holiday, or for any other reason whatsoever.
The proposals on the agenda can be adopted with a simple majority of the votes cast at the meeting, regardless of the number of securities present or represented.
Shareholders who, either individually or collectively, represent at least 3% of the Company's share capital shall have the right to put items on the agenda of the General Meeting and to submit proposals for resolution (with regard to items included or to be included in the agenda). Any requests to that effect are to be submitted to the Company by regular mail (Att: Retail Estates - Investor Relations, Industrielaan 6, 1740 Ternat, Belgium) or e-mail ([email protected]) and must be received by Sunday 2 July 2023 (article 7:130 of the Belgian Companies and Associations Code). More detailed information on the rights pursuant to article 7:130 of the Belgian Companies and Associations Code is put at the disposal of the shareholders on the Company's website (www.retailestates.com).
If the Company receives any requests to add items to the agenda and/or proposals for resolution, it will publish, no later than Sunday 9 July 2023, (i) these proposals for resolution and (ii) a revised agenda and a revised power of attorney and voting form.
In order to be admitted to the General Meeting or to be represented at this meeting, the shareholders need to comply with articles 18 and 19 of the articles of association of the Company. In order to be admitted to the General Meeting, the shareholders need to demonstrate that they actually own the relevant shares in accordance with the following criteria.
Holders of non-convertible bonds issued by the Company before 1 June 2022 can attend the General Meeting with advisory vote (in accordance with article 21 of articles of association). They have to comply with the same admission requirements as the shareholders.
The right to attend the General Meeting and to exercise the voting rights is only granted based on the account registration of the shares in the name of the shareholder, on the so-called Registration Date, as defined below, regardless of the number of shares that the shareholder holds on the date of the General Meeting:
The registration procedure is as follows:
Holders of registered shares only need to register the number of shares with which they intend to attend the General Meeting in the Company's share register on the Registration Date. If holders of registered shares want to attend the General Meeting with less
shares than registered in the Company's share register, they can communicate this in the confirmation referred to in item B below.
Holders of dematerialised shares need to present a certificate from an authorised account holder or settlement institution which confirms that on the Registration Date they owned the number of shares with which they want to attend the General Meeting.
Only individuals who are shareholders on the Registration Date have the right to attend and to vote at the General Meeting, regardless of the number of shares held by the shareholder on the day of the General Meeting.
In addition, the Company must receive at the latest on Tuesday 18 July 2023 confirmation from the shareholders whose shares were registered on the aforementioned Registration Date that they wish to participate in the General Meeting.
These confirmations are to be provided to the Company in the following manner:
Shareholders may vote remotely prior to the General Meeting by letter using the voting form prepared by the Company, which is available at the Company's registered office or can be downloaded from the Company's website (www.retailestates.com). Shareholders are requested to follow the instructions set out on the voting form. The completed and validly signed voting form should be received by ordinary mail at the registered office of the Company (Att: Retail Estates NV - Investor Relations, Industrielaan 6, 1740 Ternat) or by e-mail ([email protected]) at the latest on Tuesday 18 July 2023.
Shareholders who wish to vote remotely by letter must comply with the registration and confirmation procedure mentioned above.
The shareholders may also be represented by a proxy holder, who may or may not be a shareholder, by means of the proxy form prepared by the Company, which is available at the Company's registered office or can be downloaded from the Company's website (www.retailestates.com). The completed and validly signed proxy should be received by ordinary mail at the registered office of the Company (Att: Retail Estates NV - Investor Relations, Industrielaan 6, 1740 Ternat) or by e-mail ([email protected]) no later than Tuesday 18 July 2023. Each shareholder may only appoint one person as proxy holder, subject to the deviations provided for by the Companies and Associations Code.
The shareholders who wish to be represented must follow the aforementioned procedure for registration and confirmation of participation. When appointing a proxy holder, each shareholder shall take into account the rules on conflicts of interest and keeping a register.
In order to physically attend the General Meeting, the shareholders or proxy holders have to demonstrate their identity at the latest immediately before the start of the General Meeting and the representatives of legal entities have to present documents which confirm their identity and their representative power. In the absence thereof participation to the General Meeting can be refused.
Security holders can exercise their right to ask questions pursuant to article 7:139 of the Belgian Companies and Associations Code. Written questions must be received at the Company's registered office by regular mail (Att: Retail Estates NV - Investor Relations, Industrielaan 6, 1740 Ternat, Belgium) or by e-mail ([email protected]) by Tuesday 18 July 2023.
More detailed information on the rights pursuant to article 7:139 of the Belgian Companies and Associations Code is put at the disposal of the security holders on the Company's website (www.retailestates.com).
Upon presentation of their certificate (in case of dematerialised securities), each security holder can obtain a free copy of the following documents at the Company's registered office once the convocation for the General Meeting has been published:
These documents as well as the information to be made available pursuant to article 7:129 of the Belgian Companies and Associations Code can be consulted on the Company's website (www.retailestates.com).
The Company is the data controller for the processing of personal data that it receives from shareholders and proxy holders or collects about them in relation to the General Meeting.
These data will be processed for the purpose of organising and conducting the General Meeting. The Company processes the data on the basis of (i) its legal obligations (e.g. the Companies and Associations Code, accounting obligations, anti-money laundering legislation, etc.) or (ii) its legitimate interests, inter alia to enable the Company to effectively organise and conduct the General Meeting.
The data include amongst others identification data, number of shares in the Company, proxies and voting instructions of shareholders and proxy holders. The data will not be processed longer than necessary for the purposes for which they were collected.
The Company's privacy policy, available at www.retailestates.com/en/privacy, applies in all other respects. All information on your rights as a data subject, complaints, contact details, etc. can be consulted via this link. For more information or complaints about the processing of personal data by or on behalf of the Company, the Company can be contacted by regular mail at the following address: Industrielaan 6, 1740 Ternat, or online via the internet form in the privacy policy accessible via the following link: www.retailestates.com/en/privacy.
The Company may take photographs and make film recordings during the General Meeting for commercial purposes or to support future events, provided you have given your consent, and only to show the general atmosphere of the meeting.
The shareholders who wish to have more information about the procedures concerning the participation in the General Meeting, may contact the Company (T +32 2 568 10 20 or [email protected]).
On behalf of the board of directors
Jan De Nys CEO T +32 2 568 10 20
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