Proxy Solicitation & Information Statement • Apr 4, 2025
Proxy Solicitation & Information Statement
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I, the undersigned (name, first name and address to be completed)
Legal entity shareholders must specify the name(s), first name(s) and capacity of the physical person(s) who sign(s) this proxy form on their behalf. The physical person(s) hereby declare(s) and warrant(s) to Syensqo SA to have full authority to execute this proxy form.
owner of _________________ Syensqo SA shares, on the record date, set on Tuesday 22 April 2025 at midnight, hereby declares to grant authority to:
Name, first name : Address : or failing that, to M. Alexis Brouhns each with the right of substitution,
to represent me at the Ordinary Shareholders' Meeting of Syensqo SA that will take place on Tuesday 6 May 2025 at 10.30 a.m. (Belgian time) at SQUARE Brussels, Mont des Arts, 1000 Brussels, Belgium and to vote in my name on all the items on the agenda.
The proxy holder may also sign all deeds, documents, minutes, attendance lists and other documents relating to the Ordinary Shareholders' Meeting and, in general, do whatever is necessary to fulfil this mandate.
This proxy is also valid for any Shareholders' Meeting that will be convened with the same agenda, provided that the shareholder complies with the registration and confirmation procedures provided for such Meeting.
Syensqo SA must be provided with this proxy form, duly completed and signed, by Wednesday 30 April 2025 at the latest. In addition, shareholders must comply with the registration procedure described in the convening notice to the Ordinary Shareholders' Meeting. The proxy form may be sent either by mail to the company's registered office: Syensqo SA, Shareholders' Meeting, 98 rue de la Fusée, 1130 Brussels, or by e-mail to [email protected].
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Each proxy must provide precise voting instructions for each item on the agenda.
In the absence of indication on how to vote for one or more of the resolutions proposed below or if the instructions as to the meaning of the vote given by the shareholder are not clear, this will constitute an instruction to vote in favour of the relevant proposed resolution(s).
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Proposed resolution: it is proposed to approve the statutory annual accounts for the financial year 2024 and the allocation of profit for the financial year and to set the gross dividend per share at EUR 1.62 payable as from 19 May 2025.
FOR AGAINST ABSTAIN
Proposed resolution: it is proposed to grant discharge to the directors for the performance of their mandate during the financial year 2024.
FOR AGAINST ABSTAIN
Proposed resolution: it is proposed to grant discharge to the statutory auditor for the performance of its mandate during the financial year 2024.
FOR AGAINST ABSTAIN
Proposed resolution: it is proposed to approve the 2024 remuneration report, included in the Corporate Governance Statement section of the management report for the financial year 2024.
FOR AGAINST ABSTAIN
Proposed resolution: upon recommendation of the Audit and Risk Committee, it is proposed to set the annual fees of the statutory auditor for the specific assignment of the assurance of sustainability reporting, as required by the EU Directive 2022/2464 of 14 December 2022 of the European Parliament and the European Council as regards corporate sustainability reporting, at 588,720.00 euros per year.
FOR AGAINST ABSTAIN
Proposed resolution: it is proposed to grant Ms. Patricia Van de Wiele en Ms. Luciana Balles, acting individually, with all powers to carry out the publication formalities necessary for the publication of the resolutions taken by the Ordinary Shareholders' Meeting, with power of substitution.
FOR AGAINST ABSTAIN
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In case shareholders, in accordance with Article 7:130 of the Code of Companies and Associations, exercise their right to add items to the agenda and/or to submit resolution proposals with regard to existing agenda items or new items to be added to the agenda, proxy form submitted prior to the publication of the revised agenda shall remain valid for the agenda items that they cover. Syensqo SA will also make the revised agenda and a revised model of proxy form available on its website (https://www.syensqo.com/en/investors/shareholders-meetings) at the latest on Tuesday 22 April 2025, in order to allow shareholders who would wish to give specific voting instructions on the new agenda items and/or new/alternative proposed resolutions.
In case new/alternative proposed resolutions are submitted with respect to agenda items existing after the notified proxy forms, the proxy holder shall abstain from voting on the new/alternative proposed resolutions. However, in this case, shareholders will have the possibility to send a new proxy to Syensqo SA, using the revised proxy form mentioned in the previous paragraph.
Syensqo SA is responsible for processing the personal data it receives from shareholders and proxies in the context of the Shareholders' Meeting in accordance with the applicable data protection laws, including the European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR).
This personal data consists mainly of identification data of shareholders, their representatives or proxies, contact data (e.g. postal address, telephone number, e-mail address), number and type of shares, intention to participate, attendance at the Shareholders' Meeting, questions asked, votes cast, etc.
This data will be used to prepare and manage the attendance and voting process for the Shareholders' Meeting, as described in the convening notice, and will be passed on to third parties assisting the company for the above purposes, in particular Lumi. This processing of personal data is necessary in order to meet the legal obligations of Syensqo SA. If Syensqo SA does not process this personal data, it will not be able to allow the person concerned to be present or to be represented at the Shareholders' Meeting and/or to register the vote as a shareholder of Syensqo SA.
This information will not be kept longer than necessary for the same purposes, i.e. 10 years after the Shareholders' Meeting.
For more information, shareholders and proxy holders can consult our "Data Protection and Privacy Policy" via the link https://www.Syensqo.com/en/information/data-protection-and-privacy-policy.html.
As set out in our Data Protection Policy referred to above, you also have rights with respect to your personal data in accordance with the applicable legal conditions and limits, namely the right of access to your personal data, the rectification or deletion thereof, as well as the right to restrict processing, the right to object to processing, the right to data portability and the right to lodge a complaint with the competent supervisory authority - in Belgium, the Data Protection Authority.
You can exercise your rights mentioned above by contacting Syensqo SA, rue de la Fusée 98 - 1130 Brussels (Belgium) (tel: +32 (0) 2 264 19 12 / e-mail: [email protected]).
Signed at , on 2025.
Signature must be preceded by the notation "Good for Authorization"
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