AGM Information • Apr 23, 2014
AGM Information
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The undersigned, ………………………………………………………………………………….................................................……. owner of ……………...…..............................dematerialised shares and/or …........................……………... registered shares of Ackermans & van Haaren NV, with registered office at Begijnenvest 113, 2000 Antwerpen, hereby appoints as special attorney in fact, with power of substitution:
…….………............................................................................................................................................................... to whom he/she/it confers all powers for the purpose of representing him/her/it at the annual general meeting of Ackermans & van Haaren NV to be held on 26 May 2014, at 15.00 h. at the registered offices of the company with the following agenda :
Proposed decision: approval of the statutory and consolidated annual accounts w.r.t. the financial year ended December 31, 2013, including the approval of a gross dividend of 1.70 euro per share.
| □ For | □ Against | □ Abstention |
|---|---|---|
Proposed decision: discharge of the directors for the exercise of their mandate during the financial year ended December 31, 2013.
| Alexia Bertrand | □ For | □ Against | □ Abstention |
|---|---|---|---|
| Luc Bertrand | □ For | □ Against | □ Abstention |
| Jacques Delen | □ For | □ Against | □ Abstention |
| Teun Jurgens | □ For | □ Against | □ Abstention |
| Pierre Macharis | □ For | □ Against | □ Abstention |
| Julien Pestiaux | □ For | □ Against | □ Abstention |
| Thierry van Baren | □ For | □ Against | □ Abstention |
| Frederic van Haaren | □ For | □ Against | □ Abstention |
| Pierre Willaert | □ For | □ Against | □ Abstention |
Proposed decision: discharge of the auditor for the exercise of his mandate during the financial year ended December 31, 2013.
| □ For | □ Against | □ Abstention |
|---|---|---|
6.1 Proposed decision: approval of the renewal of the mandate of Mr Teun Jurgens for a period of two (2) years. The director is entitled to an annual base remuneration of 30,000 euros and an attendance fee of maximum 2,500 euros per meeting of the board of directors or an advisory committee, with the exception of the nomination committee.
Teun Jurgens (°1948, Dutch) graduated as an agricultural engineer at the Rijks Hogere Landbouwschool in Groningen (The Netherlands). He was a member of the executive committee of Banque Paribas Nederland and founder of Delta Mergers & Acquisitions. Teun Jurgens was appointed director of Ackermans & van Haaren in 1996.
□ For □ Against □ Abstention
6.2 Proposed decision: approval of the renewal of the mandate of Mr Thierry van Baren for a period of four (4) years as independent director, as he complies with all the independence criteria set forth in Article 526ter of the Company Code and in Article 2.2.4 of the company's Corporate Governance Charter. The director is entitled to an annual base remuneration of 30,000 euros and an attendance fee of maximum 2,500 euros per meeting of the board of directors or an advisory committee, with the exception of the nomination committee.
If the board of directors thereafter reappoints Thierry van Baren as member of the remuneration committee, he shall be entitled to an additional annual remuneration of 2,500 euros. If the board of directors thereafter reappoints Thierry van Baren also as member of the audit committee, he shall be entitled to an additional annual remuneration of 5,000 euros.
Thierry van Baren (°1967, French/Dutch) holds a master's degree and teaching qualification in philosophy as well as an MBA from Solvay Business School. He is currently an independent consultant. Thierry van Baren was appointed director of Ackermans & van Haaren in 2006. He is a member of the audit committee and of the remuneration committee.
□ For □ Against □ Abstention
Proposed decision: approval of the remuneration report.
□ For □ Against □ Abstention
Proposed decision: approval of the right of BNP Paribas Fortis NV/SA, provided for in a "Facilities Agreement" of October 18, 2013, to demand early reimbursement of a loan of 87.989.800 euros, granted to Ackermans & van Haaren NV in view of the acquisition of control over Aannemingsmaatschappij CFE NV, in the event of a change of control over Ackermans & van Haaren NV.
□ For □ Against □ Abstention
The special attorney in fact may also represent the undersigned at any other meeting having the same agenda in the event that the aforementioned meeting would be postponed.
Signed, on ………………..… 2014 at ………………………………….
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