Pre-Annual General Meeting Information • Aug 16, 2022
Pre-Annual General Meeting Information
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LIMITED LIABILITY COMPANY Karel Oomsstraat 37 2018 Antwerp RPR Antwerp, section Antwerp: 0894.555.972
The statutory director has the pleasure to invite all shareholders of TINC NV. (the "Company") to attend the Extraordinary General Meeting to be held on Thursday 15 September 2022 at 10.00h in the Company's registered office, Karel Oomsstraat 37, 2018 Antwerp.
It is TINC's experience that a first called Extraordinary General Meeting of Shareholders does not attain the required attendance quorum (in particular that the shareholders present or represented must together hold at least half of the Company's share capital at this meeting). Therefore this Extraordinary General Meeting will most likely not be able to make valid decisions.
If this is the case, TINC will convene a second Extraordinary General Meeting with the same agenda and proposed resolutions together with the convocation of the Ordinary General Meeting. Both meetings will be held on Wednesday, October 19, 2022 at 10.00 am. The shareholders will be timely informed hereof. This second Extraordinary General Meeting will be able to validly deliberate and resolve irrespective of the share capital represented by the shareholders present or represented.
The shareholders are advised that measures of the public authorities within the framework of combating the Covid-19 epidemic, may be in force on the date of the Extraordinary Shareholders Meeting. In light thereof, the statutory director may be obliged to adopt measures, whether or not based upon applicable regulation, which restrict or deny access to the meeting in order to saveguard the health of the shareholders and the persons involved with the organization of the meeting. For an updated situation shareholders are invited to regularly consult the TINC website (www.tincinvest.com).
This Extraordinary General Meeting is convened to discuss and resolve on the following agenda:
1. Shareholder distribution of a (gross) amount of € 0,54 per share – Qualification partially as a capital reduction – Authorization to the statutory director to implement the distribution
The general shareholders' meeting resolves to approve a distribution to the shareholders of a (gross) amount of € 0,54 per share or a total of € 19.636.363,98 (the "Distribution") as follows:
Proposed resolution (only to be submitted to the general shareholders' meeting in case the proposed resolution mentioned under item 1 of this agenda is not approved):
The general shareholders' meeting resolves to approve an intermediate dividend amounting to a (gross) amount of € 0,54 per share (or in total € 19.636.363,98), to be charged to the distributable reserve or retained earnings. The general shareholders' meeting resolves to expressly authorize the statutory director (with the right of substitution and sub-delegation) to implement and execute the dividend distribution and to determine the payment date of the dividend distribution.
The general shareholders' meeting resolves that the financial year shall henceforth run from 1 January to 31 December and to this end to make the following amendments to the Articles of Association:
The financial year of the Company runs from the first of January and ends on the thirty-first of December of the same calendar year.
The meeting further resolves that the current financial year that started on 1 July 2022 will be extended and will end on 31 December 2023.
As a result of the amendment of the financial year, the annual meeting will henceforth be held on the third Wednesday of the month of May at ten a.m., if that day is a public holiday, the annual meeting will be held on the next working day at the same hour.
This for the first time in 2024 after the end of the extended financial year.
To this purpose , the following amendment is made to the Articles of Association:
The ordinary general meeting of shareholders, also called annual meeting, shall be held on the third Wednesday of the month of May at ten a. m. If that day is a public holiday, the annual meeting shall be held on the next working day at the same hour.
The general shareholders' meeting decides to grant an authorization:
* to the statutory director, TINC Manager NV, represented by Mr. Manu Vandenbulcke, with the right of substitution, of the broadest powers necessary or useful for the execution of the decisions taken;
* to the notary who will execute the deed, of all powers with a view to the publication and filing of the deed, as well as the coordination of the articles of association.
In accordance with article 7:134, §2 WVV and article 22 of the articles of association of the Company the shareholders who wish to participate in person to the extraordinary general shareholders meeting need to comply with two requirements in order to be admitted:
1) Registration
The Company must be able to determine that you are the holder of the number of shares for which you want to participate and vote on the extraordinary meeting of shareholders on Thursday 1 September 2022 at 24.00h CET (the "Registration date") on the basis of
Each time prior to expiry of the Registration date.
2) Notification of attendance
In addition the shareholders need to notify the Company of their intention to attend the extraordinary general shareholders meeting:
o draw up an attestation certifying the number of dematerialised shares, entered in the shareholder's name in its accounts on the Registration date, for which the shareholder intends to participate to the Extraordinary General Meeting, and
o to file this attestation and notice of participation to the Extraordinary General Meeting at the registered office of the Company (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations, [email protected]) or to communicate these to Belfius Bank (via email to [email protected]) at the latest on Friday 9 September 2022.
Shareholders can also be represented by a proxy holder of their choice, who may or may not be a shareholder of the Company, on the basis of a written proxy. Shareholders shall only appoint one representative, unless Belgian legislation allows otherwise. A proxy holder may hold a power of attorney of more than one shareholder.
For the appointment of a proxy holder, shareholders shall use a template proxy form which is available on the website of the Company (www.tincinvest.com/generalmeeting). The proxy form must be signed by the shareholder (or, in case of a legal entity, by its legal representative(s)), where appropriate electronically in accordance with Belgian legislation, and shall, at the latest on Friday 9 September 2022, be delivered at the registered office of the Company (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations) or email ([email protected]). Shareholders who want to be represented, shall comply with the admission requirements outlined above (see section a).
In accordance with article 24 of the articles of association of the Company, any shareholder is authorised to participate by mail to the voting on the agenda items by means of a voting form, provided by the Company. The voting form is available at the registered office and on the website (www.tincinvest.com/generalmeeting) of the Company. The shareholder shall see to it that the signed voting form is received by the Company at the latest on Friday 9 September 2022. Voting forms shall be sent to the Company by registered mail (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations). Shareholders who wish to participate to the annual and extraordinary meeting by voting form shall also comply with the admission requirements outlined above (see section a).
One or more shareholders holding jointly at least 3% of the Company's share capital, have the right to add itemsto the agenda of the extraordinary general shareholders meeting and to introduce proposals for resolution. The requests thereto shall at the latest on Wednesday 24 August 2022 be received by the Company by mail at its registered office (Karel Oomsstraat 37, 2018 Antwerp, Belgium, to the attention of Investor Relations) or by email ([email protected]). Upon receipt of the new items on the agenda and proposals for resolution, the Company will, at the latest on 31 August 2022 publish the revised agenda and additional proposals for resolution and make an adapted proxy and voting form available on its website (www.tincinvest.com/generalmeeting).
Shareholders who file a request shall prove to hold the required number of shares. More detailed information on the right to amend the agenda and introduce proposals for resolution can be found on the website of the Company: www.tincinvest.com/generalmeeting.
Shareholders who meet with the admission requirements, have the right to make enquiries in writing to the statutory director of the Company regarding the items on the agenda. In addition, the shareholders have the right to ask questions during the extraordinary general shareholders meeting.
Written enquiries need to be received by the Company at the latest on Friday 9 September 2022 by mail at the registered office (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations) or by email ([email protected]).
More detailed information on the right to written enquiries can be found on the website: www.tincinvest.com/generalmeeting.
The Company makes the following information available on its website (www.tincinvest.com/generalmeeting) as from 16 August 2022:
The shareholders can prior to the extraordinary general shareholders meeting, take notice and obtain, for free, a copy of these documents at the registered office of the Company.
The Company is responsible for processing personal data received from persons in connection with the general shareholders' meeting in accordance with applicable data protection law. Such data will be used for the analysis and management of the attendance and voting procedure relating to the general shareholders' meeting and may be transferred to third parties assisting the Company in this regard. More information on the processing of your personal data by the Company can be found at : https://www.tincinvest.com/nl-BE/content/privacy-policy/40074
Shareholders who wish to obtain more information on the extraordinary general shareholders meeting can find this on the website: www.tincinvest.com/generalmeeting or can contact Investor Relations (Karel Oomsstraat 37, 2018 Antwerp, tel +32 3 290 21 73, [email protected]).
On behalf of the supervisory board of TINC Manager NV, statutory manager of TINC NV
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