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Brederode — Proxy Solicitation & Information Statement 2026
Apr 9, 2026
2268_rns_2026-04-09_5aff4cd5-53a6-4cd6-8355-758d659a919d.pdf
Proxy Solicitation & Information Statement
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PROXY FORM
Information regarding conflicts of interest
Article 8(3) of the Law of 24 May 2011 on the exercise of certain rights of shareholders at the General Meetings of listed companies states that, inter alia, the following proxies have a conflict of interest: (i) Brederode, its subsidiaries, its controlling shareholders and the subsidiaries of its controlling shareholders; (ii) the directors, employees and independent auditor of Brederode, its controlling shareholders and the subsidiaries of its controlling shareholders; (iii) individuals with a family connection to the aforementioned persons (where a physical person is involved).
If the shareholder does not indicate the name of a proxy in this proxy form, the mandate will be exercised by Mr Henri Culot or, if he is unable to be present, by Mrs Joanne Defer.
Although they do not fall within the categories referred to in the aforementioned Article 8(3), Mr Henri Culot and Mrs Joanne Defer have been selected by Brederode.
The proxy will comply with the explicit voting instructions indicated in this form. In the absence of explicit voting instructions, the proxy is not authorised to exercise the voting right on behalf of the shareholder.
Surname:
First names:
Occupation:
Address of legal residence:
OR
Company name:
Legal form:
Registered office:
VAT number or RCS [Commercial and Companies' Register] number:
Full identity of the legal representative and role within the company:
owner of... dematerialised shares of the société anonyme [limited company] BREDERODE, whose registered office is at L-1340 Luxembourg, 4 Place Winston Churchill, registered in the R.C.S. under number B 174.490 (hereinafter: "the Company").
Declares that they appoint as their special proxy Mr Henri Culot or, if he is unable to be present, Mrs Joanne Defer, whom they authorise to represent them at the Ordinary General Meeting of the Company which will be held on 13 May 2026, with the following agenda:
- Management report on the statutory annual financial statements for the financial year 2025
- Annual financial report containing the management report on the individual financial statements (IFRS) for the financial year 2025
- Corporate governance statement for the financial year 2025
- Independent auditor's report on the statutory annual financial statements and on the individual financial statements (IFRS) for the financial year 2025
- Approval of the annual financial statements of the company for the year ended 31 December 2025.
Proposed resolution: "The General Meeting approves the annual financial statements of the company as at 31 December 2025, as adopted by the Board of Directors at their meeting on 17 March 2026."
Voting instruction: FOR AGAINST ABSTENTION
- Allocation of the profit
Proposed resolution: "The General Meeting decides to allocate an amount of €1,790,000.00 to the legal reserve and to carry forward the balance of the profit to be allocated, namely €253,530,414.44."
Voting instruction: FOR AGAINST ABSTENTION
- Distribution
Proposed resolution: "The General Meeting approves the distribution of a gross amount of €1.46 per share, which will be paid out of the Share Premium account."
Voting instruction: FOR AGAINST ABSTENTION
2
- Discharge to the Directors
Proposed resolution: "By special vote, the General Meeting gives discharge to the directors of the company for the exercise of their mandate during the financial year 2025."
Voting instruction: FOR AGAINST ABSTENTION
- Renewal of a Director's mandate
Proposed resolution: "The General Meeting renews the mandate of Mr. Bruno Colmant as independent Director, for a period of one year expiring at the end of the Ordinary General Meeting of 2027."
Voting instruction: FOR AGAINST ABSTENTION
- Renewal of a Director's mandate
Proposed resolution: "The General Meeting renews the mandate of Mr. Axel van der Mersch as Director, for a period of three years expiring at the end of the Ordinary General Meeting of 2029."
Voting instruction: FOR AGAINST ABSTENTION
- Appointment of a Director
Proposed resolution: "The general meeting appoints Mr Dimitri van der Mersch as Director, for a period of four years expiring at the end of the Ordinary General Meeting of 2030."
Voting instruction: FOR AGAINST ABSTENTION
- Remuneration report
Proposed resolution: "By means of an advisory vote, the General Meeting approves (i) the 2025 remuneration report as set out in the corporate governance statement and (ii) the remuneration amounts indicated in the remuneration report."
Voting instruction: FOR AGAINST ABSTENTION
- Directors' remuneration
Proposed resolution: "For the financial year 2026, the General Meeting sets the overall maximum amount of the remuneration to be paid to the directors by Brederode S.A., at €260,000."
Voting instruction: FOR AGAINST ABSTENTION
- Discharge to the statutory auditor
Proposed resolution: "By special vote, the General Meeting gives discharge to the independent auditor for the exercise of his mandate during the financial year 2025."
Voting instruction: FOR AGAINST ABSTENTION
- Renewal of the mandate of statutory auditor
Proposed resolution: "The General Meeting renews the mandate of Forvis Mazars S.A., a statutory audit firm, with its registered office established at 1882 Luxembourg, 5, rue Guillaume J. Kroll, listed in the trade and companies register under number B 159.962, represented by Mr Guillaume Brousse, for a period of one year expiring at the end of the Ordinary General Meeting of 2027."
Voting instruction: FOR AGAINST ABSTENTION
The proxy may:
- Take part in all deliberations, ask questions, and vote, amend or reject, on behalf of the undersigned, all proposals relating to the agenda;
- Declare that the undersigned has full knowledge of the Articles of Association, the financial situation of the Company and the documents appended to the agenda and/or provided to the shareholders;
- During the meeting, make all statements, declarations, requisitions and reservations; accept all functions;
- Participate in any meeting with the same agenda if the proceedings of the original meeting were not valid;
- For the above purposes, approve and sign all deeds, documents, minutes, registers and attendance lists, and elect domicile, substitute and generally do whatever is necessary.
If a supplemented agenda is published under Article 4 of the Law of 24 May 2011 on the exercise of certain rights of shareholders at the General Meetings of listed companies, any proxies that are notified to the Company before the publication of a supplemented agenda remain valid for the agenda items they cover, but are considered invalid for the agenda items that are the subject of new proposed resolutions.
| Done in | Signature (preceded by the handwritten words “good for proxy”) |
|---|---|
| On |
The proxy in French constitutes the original text. In the event of any divergence between the different linguistic versions, the French text shall prevail.