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Crescent NV

Pre-Annual General Meeting Information Nov 7, 2025

3935_rns_2025-11-07_71e56f68-671f-4355-92e9-03a509cb323a.pdf

Pre-Annual General Meeting Information

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CRESCENT NV

Geldenaaksebaan 329, 3001 LEUVEN Company number: 0429.375.448 Register of legal entities: Leuven (hereinafter the "Company")

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS CRESCENT NV DECEMBER 8, 2025 AT 11:00 AM

The Board of Directors invites the Shareholders to participate in the Extraordinary General Meeting of CRESCENT SA, which will take place on 8 December 2025 at 11:00 a.m. at the notary office of BERQUIN Notarissen at Avenue Lloyd George 11, 1000 BRUSSELS. If the required attendance quorum is not reached by the aforementioned date, a second Extraordinary General Meeting will be held on 30 December 2025 at 9:00 a.m. at the registered office of the Company.

To date, the total number of shares and voting rights of the Company amounts to 1,994,069,717 shares.

AGENDA FOR THE EXTRAORDINARY GENERAL MEETING WITH PROPOSED RESOLUTIONS

1) To take note of the following reports:

  • (a) the report of the Board of Directors with regard to the contribution in kind of a debt claim, drawn up in application of Articles 7:179, §1, first paragraph and 7:197, §1, first paragraph of the CCA;
  • (b) the report of the Board of Directors regarding the adjustment of the issue price for the issuance of a maximum of one hundred and twenty-seven million (127,000,000) subscription rights in the context of the "Crescent Warrant Plan 2025" and with a detailed justification of the issue price and a description of the impact of the transaction on the equity and membership rights of the shareholders, with the cancellation of the preferential right in favour of the beneficiaries under the plan, drawn up in application of Article 7:180, first paragraph in conjunction with Article 7:191, second paragraph of the CCA;
  • (c) the report of the Board of Directors regarding the renewal of the authorizations regarding the authorized capital, drawn up in application of Article 7:199, second paragraph of the CCA;
  • (d) the statutory auditor's report in which he assesses whether the financial and accounting information included in the report of the Board of Directors (with regard to the contribution in kind) is true and fair in all material respects and sufficient to provide information to the General Meeting, drawn up in application of Articles 7:179, §1, second paragraph and 7:197, §1, second paragraph of the CCA;
  • (e) the statutory auditor's report in which he assesses whether the financial and accounting information included in the report of the Board of Directors (with regard to the adjustment of the issue price of subscription rights) is true and sufficient in all material respects to provide information to the general meeting, drawn up in accordance with articles 7:180, second paragraph in conjunction with Article 7:191, third paragraph of the CCA.
  • 2) Incorporation of the share premium of EUR 5,141,370.85 into the capital to bring the share capital from EUR 14,090,155.53 to EUR 19,231,526.38. The share premium item is thus increased from EUR 5,141,370.85 to EUR 0.00.

Proposed decision:

"The meeting resolves to incorporation the share premium of EUR 5,141,370.85 in the capital to bring the capital of the Company from EUR 14,090,155.53 to EUR 19,231,526.38. The share premium item is thus reduced from EUR 5,141,370.85 to EUR 0.00.

3) Resolution to reduce the capital in the amount of EUR 17,697,239.30 in order to reduce the capital from EUR 19,231,526.38 to EUR 1,534,287.08, in order to settle the same amount of the losses carried forward, in application of article 7:210 of the CCA, and without the cancellation of shares.

Proposed decision:

"The meeting resolves to reduce the capital by EUR 17,697,239.30 in order to reduce it from EUR 19,231,526.38 to EUR 1,534,287.08, in order to settle for the same amount of the losses carried forward, as they appear in the annual accounts as at 31 December 2024, approved by the annual meeting held on 30 May 2025, in application of article 7:210 of the BCCA, without the cancellation of shares."

4) Resolution to increase capital in the amount of EUR 415,929.17 by means of a contribution of a debt claim of VAN ZELE HOLDING NV on the Company against the issue of 540,571,428 new shares. On the occasion of the capital increase, the contributor will pay an issue premium of EUR 3,368,070.83.

Proposed decision:

"The meeting resolves to increase the capital by EUR 415,929.17 to bring it from EUR 1,534,287.08 to EUR 1,950,216.25, and to book the value of the contribution above the par value under share premium whereby it is increased to EUR 3,368,070.83, and all this against the issuance of 540,571,428 new shares of the same nature and which will offer the same rights and benefits as the existing shares, and who will share in the profits pro rata temporis from the subscription.

The meeting resolves that the capital increase will be realized by the contribution by the public limited company "VAN ZELE HOLDING" of a certain, fixed and due and payable claim that it has against the Company and which is described in detail in the aforementioned reports.

The meeting decides not to incorporate this share premium into the capital."

5) Amendment of Article 6 of the Articles of Association to bring it into line with the new situation of the capital.

Proposed decision:

The meeting resolves to amend the first paragraph of Article 6 of the Articles of Association as follows, in order to bring it into line with the new situation of the capital:

"The capital shall be one million nine hundred and fifty thousand two hundred and sixteen euros twenty-five cents (EUR 1,950,216.25), represented by two billion five hundred and thirty-four million six hundred and forty-one thousand one hundred and forty-five (2,534,641,145) shares, without indication of nominal value, with a par value of 1/2,534,641,145th of the capital (or rounded up to EUR 0.000769425)."

The meeting also resolves to add the following paragraph to the history of the capital as included in article 6 of the articles of association:

'41. By resolution of the extraordinary general meeting of 30 December 2025:

  • the capital was increased by five million hundred and forty-one thousand three hundred and seventy euros and eighty-five euro cents (5,141,370.85 EUR) to bring it from fourteen million ninety thousand one hundred and fifty-five euros fifty-three euro cents (14,090,155.53 EUR) to nineteen million two hundred thirty-one thousand five hundred twenty-six euros thirtyeight euro cents (19,231,526.38 EUR), by the incorporation of the share premium of five million hundred and forty-one thousand three hundred seventy euros and eighty-five euro cents (EUR 5,141,370.85);
  • the capital was reduced by seventeen million six hundred and ninety-seven thousand two hundred and thirty-nine euros thirty euro cents (EUR 17,697,239.30) in order to bring it from nineteen million two hundred and thirty-one thousand five hundred and twenty-six euros thirty-eight euro cents (EUR 19,231,526.38), to one million five hundred thirty-four thousand two hundred and eighty-seven euros eight euro cents (EUR 1,534,287.08), to be settled for the same amount of the losses carried forward;
  • the capital was increased by a contribution in kind by four hundred and fifteen thousand nine hundred and twenty-nine euros seventeen euro cents (EUR 415,929.17) in order to bring it from one million five hundred and thirty-four thousand two hundred and eighty-seven euros eight euro cents (EUR 1,534,287.08) to one million nine hundred and fifty thousand two hundred and sixteen euros twenty-five euro cents (EUR 1,950,216.25)."

6) Issuance of subscription rights under the "Crescent Warrant Plan 2025".

Proposed resolutions:

At the extraordinary general meeting of 30 May 2025, it was decided to issue a maximum of one hundred million (100,000,000) subscription rights in the context of the "Crescent Warrant Plan 2025" under the terms and conditions of issuance laid down in the aforementioned subscription right plan that is the subject of the relevant report of the Board of Directors, drawn up in application of article 7:180, first paragraph in conjunction with Article 7:191, second paragraph of the CCA (being the equivalent of 100,000 subscription rights after Share Regrouping).

The meeting resolves to approve the Crescent Warrant Plan 2025 – update Q4 2025 , which entails the following adjustments with respect to the Crescent Warrant Plan 2025 approved on 30 May 2025:

    1. Increasing the number of Warrants to be issued under the CRESCENT Warrant Plan 2025 from 100,000,000 to 127,000,000 Warrants in order to bring the number of Warrants to be issued proportionately in line with the (new) number of shares following the capital increase – which will also be submitted to the extraordinary general meeting for approval – (total number of shares increases from 1,994,069,717 shares to 2,534,641,145 shares) (being the equivalent of 127,000 subscription rights after Share Grouping);
    1. Adjustment of the Strike Price as follows:
  • The Warrants will be issued at a price equal to the "market value", being the lower of the following two amounts:
  • (i) the average of the closing prices of the Company's share (determined on the basis of the official closing price of the stock exchange) during the thirty (30) calendar days prior to the date of offering or
  • (ii) the closing share price on the business day immediately preceding the date of the offer,

If the market value is less than the par value of the share, the Strike Price shall not be less than the par value;

  1. Adjustment of the list of beneficiaries.

7) Renewal and adjustment of the authorizations to the Board of Directors regarding the authorized capital.

Proposed decision:

The extraordinary general meeting decides, in accordance with the aforementioned report of the Board of Directors drawn up in application of article 7:199 of the BCCA, to renew and amend the authorization to the Board of Directors regarding the authorized capital, in the sense that the Board of Directors is authorized to increase the issued capital of the Company in one or more instalments by an amount that may not exceed EUR 1,950,216.25. The renewed authorisation is valid for a period of five years after the publication of this renewal in the Annexes to the Belgian Official Gazette.

The capital increases that may be decided upon pursuant to this authorisation will take place in accordance with the modalities to be determined by the Board of Directors, such as, inter alia, by means of (i) a contribution in cash, or within the legal standards in kind, (ii) conversion of available or unavailable reserves and share premiums with or without the issue of new shares, with or without voting rights, (iii) the issuance of convertible bonds, subordinated or not, by the issuance of subscription rights or of bonds carrying subscription rights or other securities, or of other securities, such as shares in the context of stock option plans and plans in connection with subscription rights, etc., for the benefit of the employees of the Company and its subsidiaries, (iv) capital increases or the issuance of convertible bonds or of subscription rights where the preferential subscription rights of the shareholders are limited or excluded, (v) capital increases or the issuance of convertible bonds where the preferential subscription rights of the shareholders are limited or excluded in favour of one or more specific persons, other than members of the employees; in that case, the directors who actually represent the beneficiary of the cancellation of the preferential subscription right or a person related to the beneficiary as defined in Article 7:193, §1, sixth paragraph of the CCA, may not participate in the vote, (vi) capital increases by conversion of the reserves.

The extraordinary general meeting also decides that the board of directors is authorised to increase the capital of the Company within the authorized capital and under the conditions provided for by the Code of Companies and Associations after the Company has been notified by the Financial Services and Markets Authority (FSMA) of a public bid to purchase its securities for a period of three years from the date of the present Extraordinary General Meeting that decides on the authorization.

The extraordinary general meeting therefore decides to reformulate Article 9 of the Articles of Association on the authorized capital as follows:

"The board of directors is authorised to increase the capital in one or more instalments by an amount that may not exceed the amount of the subscribed capital in accordance with Article 7:198 et seq. of the Code of Companies and Associations. The capital increases decided upon pursuant to this authorisation may take place in accordance with the procedures to be determined by the Board of Directors, such as by means of contributions in cash or in kind, within the limits permitted by the Code of Companies and Associations, as well as by conversion of reserves and share premiums, with or without the issue of new shares, with or without voting rights, or by issuing convertible bonds, subordinated or not, or by issuing subscription rights or bonds to which subscription rights or other securities are attached, or of other securities, such as shares in the context of stock option plans and plans in connection with subscription rights, etc., for the benefit of the employees of the Company and its subsidiaries.

The Board of Directors may exercise this power for five (5) years after the publication in the Annexes to the Belgian Official Gazette of the amendment of the articles of association decided by the extraordinary general meeting of 30 December 2025 that granted this authorisation. This power may be renewed in accordance with the provisions of the law.

The Board of Directors is also specifically authorized, in the event of a public takeover bid on securities issued by the company during a period of three (3) years running from the extraordinary general meeting of 30 December 2025 that decided on this authorization, to proceed with capital increases in the conditions provided for by the Code of Companies and Associations.

The board of directors may, in the interest of the company, within the limits and in accordance with the conditions prescribed by the Code of Companies and Associations, limit or cancel the preferential subscription rights of the shareholders if a capital increase takes place within the limits of the capital authorized in accordance with this article.

This limitation or cancellation can also be done for the benefit of one or more specific persons. In the event that an share premium is paid as a result of a capital increase decided by the Board of Directors or as a result of the conversion of bonds or the exercise of subscription rights or rights to other securities, it will be automatically booked in an unavailable account, called the "Share Premium", which will constitute the guarantee for third parties to the same extent as the capital and over which, except for the possibility of converting this reserve into capital, can only be disposed of in accordance with the conditions for reduction of the capital, as set by the Code of Companies and Associations. The Board of Directors is empowered, with the possibility of substitution, after each capital increase within the limits of the authorized capital, to bring the articles of association into line with the new capital and share situation and to supplement the history of the capital."

8) Resolves to change the name of the Company from "CRESCENT" to "OPTION".

Proposed decision:

The meeting resolves to change the name of the Company to "OPTION" and to amend article 1 of the Articles of Association accordingly.

9) Modification of article 5 of the statutes regarding the website and the e-mail address.

Proposed decision:

The meeting decides to amend article 5 of the articles of association by including the modified website of the Company, in particular https://www.option.com/ in the text of the article.

10) Dismissals and appointments.

Following the voluntary resignation of Mr. René EIJSERMANS, the Board of Directors of the Company has appointed Mr. Nick VERMEERSCH co-opted as independent director with effect from 10 September 2025 and for the duration of the mandate of his predecessor (until 30 May 2031) against remuneration in accordance with the remuneration policy as approved by the general meeting of the Company of 31 May 2022.

According to the information made available to the Company, Mr. Nick VERMEERSCH meets the specific independence criteria of the Belgian Corporate Governance Code 2020 and the general independence criterion provided for in article 7:87 of the CCA.

11) Granting permissions.

Proposed decision:

The meeting grants, while retaining its own powers, to each director of the Company and to Mr. Edwin BEX, CFO, each acting alone and with the right of substitution, the broadest powers necessary or useful for the implementation of the resolutions taken, including, but not limited to, all actions in the context of the determination of the possible Share Regroupment as aforementioned, and all powers to publish those decisions.

In addition, the extraordinary general meeting grants in particular power of attorney to Mr. Anastasia KARPENKO (lawyer at law firm LLK BV), to perform all actions that may be necessary or useful for the completion of the formalities (including, but not limited to, the preparation and signing of documents and forms) with a view to (i) the filing of (an extract of) this document with the registry of the competent business court, (ii) their publication in the Annexes to the Belgian Official Gazette and (iii) the registration or adaptation of the data in the Crossroads Bank for Enterprises.

The notary and/or employee of the notary who is instrumenting, or any notary and/or employee of "Berquin Notarissen" BV, is granted all powers to draw up, sign and deposit the coordinated text of the articles of association of the Company in the electronic database provided for this purpose, in accordance with the legal provisions in this regard.

ADMISSION

Participation in the Extraordinary General Meeting (the "Meeting") by voting letter, proxy or physically is possible for the number of shares You hold on the Record Date (24 November 2025 at 12 p.m., Belgian time) and for which You have expressed your intention to exercise Your voting rights - at the latest on 2 December 2025 - regardless of the number of shares You hold on the day of the Meeting.

Only persons who are shareholders on 24 November 2025 at 24 p.m., Belgian time ("registration date") will have the right to participate in and vote at the General Meeting.

Are you a holder of registered shares?

Then you must be registered in the Company's share register on 24 November 2025 (at 24 p.m., Belgian time) for at least the number of shares with which you wish to participate in the General Meeting. No later than 2 December 2025 (at 24h, Belgian time), you must confirm your participation to us by e-mail ([email protected]) stating the number of shares with which you wish to participate. It is sufficient to send us your completed and signed proxy or voting letter as a confirmation of participation.

Are you a holder of dematerialised shares?

Then the shares with which you wish to participate in the General Meeting on 24 November 2025 (at 24 p.m., Belgian time) must be booked on your trading account. Ask your financial institution (bank, authorized account holder, or settlement institution) to:

  • (a) issue a certificate stating the number of shares you held on 24 November 2025 (at 24 p.m. Belgian time) and with which you wish to participate; and
  • (b) to provide this certificate to the Company by 2 December 2025 at the latest via the email address [email protected].

No later than 2 December 2025 (at 24h, Belgian time), you must confirm your participation stating the number of shares with which you wish to participate. You can ask your financial institution to confirm your participation to us at the same time as the registration formalities.

Would you like to be represented at the General Meeting?

If you meet the conditions set out above to participate in and vote at the General Meeting, you may be represented at the General Meeting by a single proxy holder.

You can use the proxy form on our website https://www.option.com/investor-relations (shareholders' meetings).

You must send us your completed and signed power of attorney by e-mail no later than December 2, 2025 at the following e-mail address: [email protected].

Do you wish to vote by letter prior to the General Meeting?

If you meet the conditions set out above to participate in and vote at the General Meeting, you can cast your vote by mail prior to the General Meeting. You can use the voting form on our website (https://www.option.com/investor-relations (shareholders' meetings)).

You can also request this form from us at any time. This form also serves as a confirmation of participation. You must provide us with your completed and signed ballot letter by e-mail ([email protected]). We must receive your ballot paper by 2 December 2025 at the latest. We would like to remind you that in order to validly cast your remote vote, you must clearly state the voting method or abstention in the ballot paper.

Do you want to put an item on the agenda?

If you alone or jointly with other shareholders hold at least 3% of the capital of the Company, you can have items placed on the agenda and submit proposals for resolutions with regard to the items included or to be included on the agenda. You must own this minimum share percentage, alone or together with other shareholders, both on the date of your request and on 24 November 2025 (at 24 p.m. Brussels time). This can be demonstrated by submitting a certificate of registration of the shares in question in the share register, or a certificate issued by a financial institution showing that the relevant number of dematerialised shares in the name of the relevant shareholder(s) has been registered on account. You must send us your requests in writing by e-mail. As the case may be, attach the text of the items to be discussed and the corresponding proposed resolutions, or the text of the proposed resolutions to be placed on the agenda. We must receive your requests by November 16, 2025. Don't forget to include an email address so that we can confirm receipt of your requests. If necessary, we will publish a supplemented agenda, proxy and voting form by 23 November 2025 at the latest (on our website, in the Belgian Official Gazette and in the financial press). The proxies that we would have already received prior to the publication of the supplemented agenda remain valid, but your proxy holder may deviate from your instructions for the new proposals for resolutions submitted to existing agenda items during the meeting if the execution of your instructions could harm your interests. Your proxy holder must inform you of this. Your proxy must state whether your proxy holder is allowed to vote on the new agenda items, or whether he/she must abstain on those new agenda items. The voting forms that we would have received prior to the publication of the supplemented agenda remain valid for the existing agenda items. If a new proposal for a resolution has been submitted for an existing agenda item, the remote vote on this agenda item will not be taken into account.

Would you like to ask a question ?

Following the General Meeting, you can submit written questions to the Directors and the Statutory Auditor regarding their report or the agenda items. If you meet the conditions set out above to participate in and vote at the General Meeting, your questions will be answered insofar as the disclosure of information or facts is not of such a nature that it may cause damage to the Company or is in breach of the confidentiality commitments entered into by the Company, its Directors or Statutory Auditor. We must receive your written questions by e-mail by 2 December 2025 at the latest.

Where can you find all the information about this General Assembly?

All relevant information regarding this General Meeting is available on our website https://www.option.com/investor-relations (shareholders' meetings)).

How can you contact us ?

For sending forms, written requests or practical questions, please contact Mr. Edwin BEX by e-mail: [email protected].

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