Pre-Annual General Meeting Information • May 7, 2025
Pre-Annual General Meeting Information
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SIPEF Public limited liability company ("naamloze vennootschap") Calesbergdreef 5, 2900 Schoten (Belgium) VAT BE 0404.491.285 RLE Antwerp, division Antwerp
("SIPEF" of de "Vennootschap")
In order to be valid, the completed and signed proxy form must comply with Belgian law and be received by SIPEF no later than Thursday, 5 June 2025, at 6:00 pm. The form can be sent by e-mail ([email protected]) or post to SIPEF, c/o Charlotte Schaumans (Legal Counsel), Calesbergdreef 5, 2900 Schoten (Belgium).
| The undersigned, | |
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| Name and first name / Name of the legal entity: |
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| Company number: (only if the undersigned is a legal entity) |
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| Place of residence / registered office: |
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| owner of: (fill in what applies) |
SIPEF registered shares and/or SIPEF dematerialised shares, registered with the following recognised account holder of financial institution: |
| hereby appoints as proxy, with power of substitution: | |
| Name and first name: | |
| Place of residence: |
to represent the undersigned at the ordinary general meeting of shareholder of SIPEF (the "Meeting") to be held on 11 June 2025, at 3:00 pm, at SIPEF's registered office (in 2900 Schoten, Calesbergdreef 5), the agenda of which is set forth below.
According to article 7:143 of the Belgian Companies and Associations Code (the "CAC"), a conflict of interest arises between the shareholder and his proxy, when the proxy holder: (1) is the Company itself or one of its subsidiaries, or a shareholder controlling the Company or an entity controlled by such shareholder, (2) is a member of the management body of the Company or one of its subsidiaries, or of a shareholder controlling the Company or of an entity controlled by such shareholder, (3) is an employee or statutory auditor of the Company or one of its subsidiaries, or of a shareholder controlling the Company or of an entity controlled by such shareholder,(4) has a parental relationship with a natural person as referred to in (1) through (3), or a spouse or legal cohabitating partner of such person or of a relative of such person.
In the event of such a conflict of interest, the following rules shall apply:
SIPEF therefore invites you to issue specific voting instructions by ticking the boxes below for each item on the agenda of the Meeting.
The proxy holder shall ABSTAIN from voting on new topics to be discussed that, in application of the legal and statutory provision in this regard, would be added to the agenda at the request of certain shareholders. (Please strike through the preceding phrase should you expressly wish to mandate your proxy to vote on such agenda items.)
Please indicate specify the voting instructions for each proposed decision:
This agenda item does not require a decision by the Meeting.
2. Reports of the statutory auditor regarding the financial year closed on 31 December 2024
This agenda item does not require a decision by the Meeting.
This agenda item does not require a decision by the Meeting.
Proposed decision: approval of the annual accounts regarding the financial year closed on 31 December 2024, including the allocation of the result and the payment of a gross dividend of EUR 2.00 per share.
As the treasury shares are not entitled to dividend, the total amount of the dividend payment depends on the number of treasury shares held by the Company on 12 June 2025, at 11.59 pm Belgian time (being the day before the ex-date). This date is relevant for determining the dividend entitlement of the shares and therefore for the cancellation of the dividend rights attached to the treasury shares.
Authorisation of the board of directors to include the final amount of the dividend distribution (and other changes to the profit distribution resulting from it) in the annual accounts, if necessary.
FOR AGAINST ABSTAIN
Proposed decision: granting discharge to the directors for the performance of their mandate during the financial year closed on 31 December 2024.
| FOR | AGAINST | ABSTAIN | |||
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Proposed decision: granting discharge to the statutory auditor for the performance of its mandate during the financial year ended 31 December 2024.
| FOR | AGAINST | ABSTAIN | ||||
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| ----- | -- | --------- | -- | -- | --------- | -- |
6.1. Proposed decision: approval of the renewal of the mandate of Luc Bertrand as director for a term of one (1) year until the end of the ordinary general meeting of shareholders in 2026. Although Luc Bertrand has reached the age limit set forth in article 2.1.3 of the Company's Corporate Governance Charter, the board of directors proposes to approve his reappointment given his particular expertise and many years of experience as an investor in, and director and manager of, numerous companies in different sectors, including the sector in which the Company is active.
| FOR | AGAINST | ABSTAIN |
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| ----- | --------- | --------- |
6.2. Proposed decision: approval of the renewal of the mandate of Yu-Leng Khor as independent director for a term of four (4) years until the end of the ordinary general meeting of shareholders in 2029, as she complies with the independence criteria outlined in article 2.1.4 of the Company's Corporate Governance Charter.
| FOR | AGAINST | ABSTAIN | |||
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| ----- | -- | --------- | -- | --------- | -- |
Each director is entitled to an annual fixed remuneration of EUR 40 000 and an additional annual fixed remuneration of EUR 7 500 is granted to the members of the audit committee and EUR 4 000 to the members of the remuneration committee. Given their additional responsibilities, an increased annual fixed remuneration of EUR 120 000 is granted to the chairman of the board of directors, EUR 12 750 to the chairman of the audit committee and EUR 5 200 to the chairman of the remuneration committee. (1) The CVs of the persons concerned are available on the Company's website: www.sipef.com.
Proposed decision: approval of the annual fee for the statutory auditor, EY Bedrijfsrevisoren BV, represented by Christoph Oris, for the assurance of the consolidated sustainability information for a period of three (3) years until the closing of the ordinary general shareholders' meeting of 2027, covering financial years 2024, 2025 and 2026, in the amount of EUR 121 101 per year (excluding VAT and annually indexable), and an additional one-off fee of EUR 25 000 (excluding VAT) for financial year 2024 for the assurance readiness assessment.
| FOR | AGAINST | ABSTAIN | ||||
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| ----- | -- | --------- | -- | -- | --------- | -- |
Proposed decision: approval of the remuneration report for the financial year closed on 31 December 2024. This vote is advisory. If necessary, the Company will explain in its next remuneration report how the vote of the general meeting was taken into account.
| FOR AGAINST ABSTAIN |
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Proposed decision: approval of the remuneration policy applicable as of financial year 2025.
| FOR | AGAINST | ABSTAIN | |||||||
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| -- | -- | ----- | -- | -- | --------- | -- | -- | --------- | -- |
The proxy holder is hereby authorised to attend the Meeting on behalf of the undersigned and, as the case may be, vote on its postponement, participate in any other meeting with the same agenda in the event the Meeting would be adjourned or postponed or not have been regularly convened.
The proxy holder shall, on behalf of the undersigned, cast all votes attached to the shares with which the undersigned indicated above that he wished to participate in the Meeting, in accordance with the specific voting instructions set forth above. He may also, on behalf of the undersigned, amend or reject proposals on the agenda, sign the attendance list and the minutes of the Meeting and all attachments that may be attached thereto and, in general, do all that is necessary or useful to execute this proxy.
In the event of amendments or additions to the Meeting's agenda or amendments or additions to decision proposals regarding items on or to be added to the agenda in accordance with article 7:130 CAC, SIPEF shall publish a revised agenda and proxy form no later than Tuesday, 27 May 2025. Proxy forms received prior to this publication date shall remain valid for the topics for which they were granted, subject to applicable legislation and further clarifications in the proxy form.
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Done in (location) , on (date) ,
(If the shareholder is a legal entity, this proxy form must be signed by the person(s) that may legally represent it. Please indicate the name and capacity of the signator(y)(ies).)
SIGNATURE(S):
| Name: | ||
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Capacity:
Please provide your e-mail address and/or telephone number, so that SIPEF can reach you in the event of any questions regarding this proxy form:
E-mail:
Phone number:
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