Proxy Solicitation & Information Statement • Apr 24, 2025
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 20, 2025 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.
Since the secretary of the general meeting has been included as proposed proxyholder and since he/she 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 12, 2025 (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).
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 meeting 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 26, 2025 as of 14h.
This proxy also serves as confirmation of participation. The undersigned confirms his/her/its intention to participate to the aforementioned general meeting 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 for which the 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 an agenda item or if, for whatever reason, the voting instructions are unclear, or if there should be a vote on decisions to be taken by the general meeting, during the meeting, subject to compliance with the Belgian Code of Companies and Associations, the proxy holder will be deemed to have been instructed to have received specific voting instructions 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, 2024, including the approval of a gross dividend of 3,80 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 28, 2025 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, 2024.
| Luc Bertrand | □ For | □ Against | □ Abstention |
|---|---|---|---|
| Sonali Chandmal | □ For | □ Against | □ Abstention |
| Marion Debruyne BV (Marion Debruyne) | □ For | □ Against | □ Abstention |
| Venatio BV (Bart Deckers) | □ For | □ Against | □ Abstention |
| Jacques Delen | □ For | □ Against | □ Abstention |
| Deborah Janssens | □ For | □ Against | □ Abstention |
| Julien Pestiaux | □ For | □ Against | □ Abstention |
| Thierry van Baren | □ For | □ Against | □ Abstention |
| Frederic van Haaren | □ For | □ Against | □ Abstention |
| De Lier BV (Frank van Lierde) | □ For | □ Against | □ Abstention |
| Menlo Park BV (Victoria Vandeputte) | □ For | □ Against | □ Abstention |
| Pierre Willaert | □ For | □ Against | □ Abstention |
Proposed decision: granting discharge to the statutory auditor for the performance of his mandate during the financial year ended December 31, 2024.
6.1 Proposed decision: approval of the renewal of the mandate of Mr Luc Bertrand for two (2) years until the end of the annual general meeting in 2027 and this as non-executive director. Although Mr Luc Bertrand 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 Mr Luc Bertrand for reappointment in view of his particular experience and knowledge of the group and the sectors in which it is active.
□ For □ Against □ Abstention
1 The CV's of the persons concerned are available on the website www.avh.be < Investors < General meetings.
6.2 Proposed decision: approval of the renewal of the mandate of Mr Jacques Delen as nonexecutive director for a period of two (2) years until the end of the annual general meeting in 2027 and this as non-executive director. Although Mr 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 Mr Jacques Delen for reappointment given his particular experience and knowledge of the banking sector.
□ For □ Against □ Abstention
6.3 Proposed decision : approval of the renewal of the mandate of Mr Frederic van Haaren as nonexecutive director for a period of four (4) years until the end of the annual general meeting in 2029.
□ 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, except for the nomination committee. An 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 : approval of the remuneration report for the financial year ended on December 31, 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 □ Abstention
Proposed decision : approval of the remuneration policy applicable as of financial year 2025. Under article 7:89/1 of the Companies and Associations Code, the company is required to establish a remuneration policy and submit this policy for approval to the general shareholders' meeting upon any material change and at least every four years.
□ For □ Against □ Abstention
2 The remuneration policy is available on the website www.avh.be < Investors < General meetings.
The proxy holder may also represent the undersigned at any other subsequent meeting with the same agenda.
In case of amendments to the agenda and proposed additional new or alternative resolutions under article 7:130 BCCA, the company will publish a revised agenda and proxy form at the latest on May 9, 2025.
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 resolutions.
Done at ............................................................., on .............................................................. 2025.
(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 function of the signatory(-ies).)
SIGNATURE(S):
......................................................................................
Name: Function:
Please provide 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 holders' participation at the general meeting:
| Phone number: |
|---|
| E-mail: |
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