Pre-Annual General Meeting Information • Apr 16, 2024
Pre-Annual General Meeting Information
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Public Limited Company Meiboomlaan 33, 8800 B-Roeselare Ghent, department Kortrijk Register of Companies VAT BE 0434.278.896
Dutch voting forms are the only ones that are officially accepted.
Our foreign shareholders will be given an English or French translation for comprehensive reasons.
However, French or English voting forms will not be accepted on the general assembly.
| The undersigned (name, first name/corporate name, corporate form) ……………………………………………………… ……………………………………………………………………………………………………………………………………… |
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| residing at …………………………………………………………………………………………………………………………. |
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| ………………………………………………………………………………………… or |
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| with registered office at …………………………………………………………………………………………………………… ……………………………………………………………………………………………………………………………………… |
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| in accordance with its articles of incorporation duly represented by (name, first name): ………………… ……………………………………………………………………………………………………………………………………… |
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| holder of (number) ……………….… shares of Roularta Media Group NV, with registered office at 8800 Roeselare, Meiboomlaan 33, |
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| declares to vote by letter at the general meeting to be held at the registered office at Roeselare, | |||
| Meiboomlaan 33, on the 21st of May 2024 at 11 a.m. Below you will find my / our voting instructions for each |
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| agenda item and proposed resolutions of the general meeting: |

(i) adoption of a gross dividend of EUR 1.00 per share;
(ii) acknowledgment of the shareholders' option to have this dividend paid out in new shares of the company; and; (iii) mandate to the board of directors to take the final decision on (a) the option to pay the dividend also in the form of new shares, (b) the time at which the dividend will be made payable, and (c) as the case may be, the start and end of the option period as well as the other terms and conditions of the optional dividend.
| APPROVAL | REJECTION | ABSTENTION | |
|---|---|---|---|
Motion: the general meeting votes separately on a resolution to grant discharge to the directors and the statutory auditor in respect of the exercise of their duties in the 2023 financial year.
| Discharge directors Mr Hendrik De Nolf |
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| NV Koinon, with permanent representative Xavier Bouckaert | ||||||
| Ms Lieve Claeys |
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| NV Verana, with permanent representative Coralie Claeys | ||||||
| NV Alauda, with permanent representative Francis De Nolf | ||||||
| NV Invest at Value, with permanent representative Koen Dejonckheere | ||||||
| Mr. Rik Vanpeteghem | ||||||
| BV P.Company, with permanent representative Pascale Sioen | ||||||
NV Cella, with permanent representative William De Nolf

| Discharge auditor BDO, Bedrijfsrevisoren BV, represented by Veerle Catry |
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| 6. | Approval of the remuneration report. Motion: |
the general meeting approves the remuneration report for the financial year 2023. | ||||
| 7. | (Re)appointment director: The terms of office of the NV Verana, represented by its permanent representative, Mrs Coralie Claeys expires committee the board of directors recommends to Mrs Coralie Claeys annual accounts for the financial year ending on 31 December 2027. Motion: misses Coralie Claeys as non-executive director for a period of four years, decide on the annual financial statements for the financial year ending on 31 December 2027. |
at the general meeting of 21 as a non-executive director for a four-year term, that is until the annual meeting resolving on the the general meeting decides to appoint the NV Verana, represented by her permanent representative |
reappoint | May 2024.On the advice of the appointments and remuneration NV Verana, represented by its permanent representative, |
this is until the annual meeting that will | |
| 8. | Appointment director On the proposal of the board of directors and after advice of the proposed to the general meeting to appoint Mr Louis De Nolf, as non-executive director for a four- is until the annual meeting that decides on the annual accounts for the financial year ending 31 December 2027. Motion: The general meeting this is until the annual meeting deciding on the annual accounts for the financial year ending 31 December 2027. |
decides to appoint Mr | appointments Louis De Nolf as non-executive director for a four-year term, |
and remuneration committee, it is year |
term, that | |
| 9. Appointment of statutory auditor. Motion: committee and after approval by the works council, to appoint Ernst & Young Bedrijfsrevisoren BV (EY Bedrijfsrevisoren for short), with registered office at 1831 Diegem, Kouterveldstraat 7B, box 001, company number 0446.334. 711, represented by its permanent representative Mrs Lieve Cornelis, with offices at 9051 Ghent, Pauline van Pottelsberghelaan 12, to be appointed statutory auditor for a period of three years starting from 1 January 2024 and ending after the approval of the annual accounts relating to the financial year ending 31 December 2026.The remuneration of the statutory auditor for the NV Roularta Media Group is 150,650 The remuneration of the statutory auditor as group auditor (including NV Roularta Media Group) amounts to 162,150 |
The general meeting decides, on the recommendation of the board of directors herein advised by the audit euros per year, excluding VAT and costs. The auditor's remuneration is annually indexable. |
euros excluding VAT | and costs. |
The EU Directive 2022/2464 on corporate sustainability reporting ("CSRD") is expected to be transposed into Belgian law during 2024. In accordance with CSRD and the expected implementation of this Directive into Belgian law, the Company's consolidated sustainability reporting for the 2024 financial year should be audited. On the recommendation of the Audit Committee and pending the transposition of the CSRD Directive into Belgian law, it is proposed to entrust this assurance engagement to Ernst & Young Bedrijfsrevisoren BV (EY Bedrijfsrevisoren for

short), with registered office at 1831 Diegem, Kouterveldstraat 7B, box 001, company number 0446.334. 711, represented by its permanent representative Ms Lieve Cornelis, with offices at 9051 Ghent, Pauline van Pottelsberghelaan 12. The duration and financial conditions of this assurance assigment will be agreed between the company and the auditor in line with the transposition of the Directive into Belgian law.
| APPROVAL | REJECTION | ABSTENTION | |
|---|---|---|---|
Signed at …………………………………., on …………………………………… 2024
(Signature)
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_____________________________________________________________ To be sent by post to NV Roularta Media Group, Meiboomlaan 33, 8800 Roeselare or by email to [email protected] no later than Wednesday 15 May 2024
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