Proxy Solicitation & Information Statement • Apr 21, 2022
Proxy Solicitation & Information Statement
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In order to be valid, your completed and signed proxy must be in the possession of Ackermans & van Haaren NV by Tuesday May 17, 2022 at the latest (see practical formalities).
We would like to remind you that any appointment of a proxy holder must be made in accordance with Belgian law, particularly regarding conflicts of interest and the keeping of a register of voting instructions.
Please note that the company cannot guarantee that a proxy holder other than the secretary will be able to attend the physical meeting in person. Since the proposed proxy holder is potentially subject to the conflict of interest rules set forth in article 7:143, §4 CCA, you must also indicate specific voting instructions for each of the proposed resolutions. In case of absence of (clear) voting instructions, the proxy holder will be deemed to have been specifically instructed to vote in favour of the relevant proposed decision.
We recommend you to return this form by e-mail ([email protected]). Proxies arriving late or not complying with the required formalities may be rejected.
For dematerialized shares, the proxy must be accompanied by the bank certificate confirming your shareholding on May 9, 2022 (24h, Belgian time) (the registration date).
Please consult our Privacy Policy on our website, www.avh.be, for information on the processing of your personal data (including your rights).
ACKERMANS & VAN HAAREN NV
The undersigned, ………………………………………………………………………………….........................................……. owner / usufructuary of ……………...…..............................dematerialized shares and/or …........................……………... registered shares of Ackermans & van Haaren NV, with registered office at Begijnenvest 113, 2000 Antwerp, hereby appoints the secretary of the general meetings or ………………………………………………………… (to be completed only if you wish to appoint another proxy holder) as special attorney in fact to whom he/she confers all powers for the purpose of representing him/her at the general meeting of Ackermans & van Haaren NV to be held on May 23, 2022 as of 14h.
This proxy also serves as confirmation of participation. The undersigned confirms his/her/its intention to participate to the aforementioned general meetings with all his/her/its shares or …………… ………………………….. shares. (specific number of shares to be completed only in the event you intend to participate with less than the total number of shares. If no specific number is completed, we will assume that you wish to participate with all your shares.)
This proxy is valid for the total number of shares with which the undersigned intends to participate, but limited to the total number of shares whose shareholding will be determined on the registration date in accordance with the practical formalities.
Please provide your specific voting instruction in the below agenda for each resolution proposed by the board of directors by colouring or checking the check box of your choice.
The proxyholder will vote on behalf of the undersigned in accordance with the voting instructions. In the absence of specific voting instructions with regard to the agenda items or if, for whatever reason, there is a lack of clarity with regard to the voting instructions, or if there should be a vote on decisions to be taken by the general meeting, during the meeting, subject to compliance with the Code of Companies and Associations, the proxy holder will be deemed to have been instructed to have received the specific voting instruction to vote in favour of the decision proposed by the board of directors, as amended as the case may be.
Agenda of the ordinary general meeting
Proposed decision: approval of the statutory and consolidated annual accounts for the financial year ended December 31, 2021, including the approval of a gross dividend of 2.75 euros per share.
As treasury shares are not entitled to a dividend, the total amount of the dividend payment will depend on the number of treasury shares held by Ackermans & van Haaren NV and the persons acting in their own name but on its behalf. Determination of May 27, 2022 at 23:59 Belgian time (i.e. the business day before the ex-date) as relevant time for determining the dividend entitlement and thus the cancellation of dividend rights attached to the treasury shares. Authorisation for the board of directors to insert the final amount of the total dividend payment (and other resulting changes in the profit allocation) in the statutory annual accounts.
| □ For | □ Against | □ Abstention |
|---|---|---|
| ------- | ----------- | -------------- |
Proposed decision: granting discharge to the directors for the performance of their mandate during the financial year ended December 31, 2021.
| Alexia Bertrand | □ For | □ Against | □ Abstention |
|---|---|---|---|
| Luc Bertrand | □ For | □ Against | □ Abstention |
| Marion Debruyne BV (Marion Debruyne) | □ For | □ Against | □ Abstention |
| Jacques Delen | □ For | □ Against | □ Abstention |
| Pierre Macharis | □ For | □ Against | □ Abstention |
| Julien Pestiaux | □ For | □ Against | □ Abstention |
| Thierry van Baren | □ For | □ Against | □ Abstention |
| Menlo Park BV (Victoria Vandeputte) | □ For | □ Against | □ Abstention |
| Frederic van Haaren | □ For | □ Against | □ Abstention |
| Pierre Willaert | □ For | □ Against | □ Abstention |
Proposed decision: granting discharge to the auditor for the performance of its mandate during the financial year ended December 31, 2021.
6.1 Proposed decision: approval of the renewal of the mandate of Mr Jacques Delen for a period of one (1) year until the end of the annual general meeting in 2023. Although Jacques Delen has reached the age limit mentioned in article 2.3.3 of the company's Corporate Governance Charter, the board of directors wishes to propose Jacques Delen for reappointment in view of his particular experience and knowledge of the banking sector.
Jacques Delen (1949, Belgian) obtained the diploma of stockbroker in 1976. He has been chairman of the board of directors of Delen Private Bank since July 1, 2014. He is also a director of the listed plantation group SIPEF, of Bank Van Breda and of Scaldis Invest. Jacques Delen was chairman of the board of directors of Ackermans & van Haaren from 2011 to 2016.
□ 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 until the end of the annual general meeting in 2026.
Thierry van Baren (°1967, French/ Dutch) holds a master's degree and a teaching qualification in philosophy, and obtained an MBA, with specialisation marketing (Solvay Business School). He is currently an independent consultant. He worked for 13 years in MarCom as executive at TBWA Belgium and BDDP Belgium and in management functions at Ammirati Puris Lintas, Ogilvy Brussels and DDB.
□ For □ Against □ Abstention
6.3 Proposed decision: approval of the renewal of the mandate of Menlo Park BV, permanently represented by Mrs Victoria Vandeputte, for a period of four (4) years until the end of the annual general meeting in 2026 and this as an independent director, as she complies with the independence criteria set forth in article 2.3.4 of the company's Corporate Governance Charter.
Victoria Vandeputte (°1971, Belgian) is a civil engineer electromechanics (KU Leuven, 1995) and obtained a Master in Risk Management at the Ecole Supérieure de Commerce de Bordeaux (1996). She is currently member of the executive committee and Chief Innovation & Marketing Officer at Diversi Foods (Geschwister Oetker) and director of Acomo. Victoria Vandeputte has more than 20 years of national and international experience in the chemical and food industry and has a special expertise in marketing and innovation. Menlo Park BV, represented by Victoria Vandeputte, was appointed independent director of Ackermans & van Haaren in 2018 and is a member of the remuneration committee.
□ For □ Against □ Abstention
6.4 Proposed decision: acknowledgement of the voluntary and early resignation Mr Pierre Macharis as non-executive director and chairman of the remuneration committee, and approval of the appointment of Venatio BV, represented by Mr Bart Deckers, for a period of four (4) years until the closing of the ordinary general meeting of 2026, as independent director, as he complies with the independence criteria set forth in article 2.3.4 of the company's Corporate Governance Charter.
Bart Deckers (°1978, Belgian) holds a degree in bio-engineering (KU Leuven, 2001) and a PhD in Applied Biological Sciences (KU Leuven, 2005). He also holds an MBA from Vlerick Management School (2006). Bart Deckers is since 2013 managing director of Invale, a family owned private equity fund that provides growth capital to Belgian SMEs. Before that, he worked at Aveve (2008-2013), a.o. as business unit manager plant nutrition, and at McKinsey & C° as management consultant (2006-2008).
□ For □ Against □ Abstention
Each director is entitled to an annual base remuneration of 50,000 euros and an attendance fee of 2,500 euros per meeting of the board of directors or of an advisory committee, with the exception of the nomination committee. An additional annual remuneration of 100,000 euros is granted to the chairman of the board of directors, 10,000 euros to the chairman of the audit committee, 5,000 euros to the members of the audit committee and 2,500 euros to the members of the remuneration committee.
Proposed decision: at the recommendation of the audit committee, approval of the renewal of the mandate of Ernst & Young Bedrijfsrevisoren BV, with registered office at 1831 Diegem, De Kleetlaan 2, which designates as its permanent representative Mrs Christel Weymeersch, as
auditor of the company for a period of three (3) years and approval of the annual remuneration of 80,825 euros (VAT excl. and costs incl., indexed annually).
□ For □ Against □ Abstention
Proposed decision: approval of the remuneration report for financial year 2021. 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 □ Abstention
Proposed decision: approval of the adjusted remuneration policy applicable as of financial year 2022.
□ For □ Against □ Abstention
The proxy holder may also represent the undersigned at any other subsequent meeting having the same agenda.
In case of amendments to the agenda and proposed additional new or alternative resolutions as provided in article 7:130 CCA, the company will publish a revised agenda and proxy form at the latest on May 6, 2022.
Proxies received in advance of the publication of the revised agenda will remain valid for the agenda items to which the proxies apply, subject, however, to applicable law and the further clarifications set out on the proxy forms.
In case of amendments to a proposed resolution or a new proposed resolution:
□ the proxy holder must vote in favour of the amended or new resolution;
□ the proxy holder must vote against the amended or new resolution;
□ the proxy holder must abstain from the vote on the amended or new resolution.
In the absence of an instruction, the proxy holder will abstain from the vote on the amended or new resolution.
Done at ............................................................., on .............................................................. 2022.
(If the shareholder is a legal entity, this proxy must be signed by one or more persons who can validly represent it. Please also state explicitly the name and capacity of the signatory(-ies).)
SIGNATURE(S):
......................................................................................
Name: Capacity:
Please provide us with your telephone number and e-mail address so that we can reach you with any questions we may have regarding this proxy and your proxy's participation at the general meeting: Phone number: ....................................................................................................... E-mail: .........................................................................................................................
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