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Crescent NV — AGM Information 2022
Apr 29, 2022
3935_rns_2022-04-29_c9722a60-52e8-4ea4-9dc7-1e613ca5c42d.pdf
AGM Information
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CRESCENT NV
(genoteerde vennootschap - voorheen "Option NV") Geldenaaksebaan 329 3001 LEUVEN BTW BE 0429.375.448 - RPR LEUVEN (the "Company")
ANNUAL GENERAL SHAREHOLDERS' MEETING OF CRESCENT NV MAY 31st 2022, 10AM
The Board of Directors has the honour to invite the Shareholders to the Annual General Meeting of CRESCENT NV which will be held at Gaston Geenslaan 14, 3001 LEUVEN, on Tuesday May 31, 2022 at 10am.
On this date the total number of shares and voting rights of the Company amounts to 1.753.073.960 shares.
AGENDA FOR THE AGM HOLDING PROPOSED RESOLUTIONS
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- Report of the Board of Directors on the statutory and consolidated financial year closed on 31 December 2021 with comments on the results, prospects and future strategy
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- Report of the statutory auditor on the statutory and consolidated annual accounts closed on 31 December 2021 and of the annual report
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- Approval of the statutory and consolidated annual accounts closed on 31 December 2021 and allocation of the results
Proposed resolution: approval of the statutory and consolidated annual accounts closed on 31 December 2021, including appropriation of the result.
- Approval of the remuneration report as included in the annual report of the board of directors for the financial year ending 31 December 2021
Proposed resolution: approval of the remuneration report as included in the annual report of the board of directors for the financial year ending 31 December 2021.
- Approval of the remuneration policy applicable as of fiscal year 2021, including a fixed remuneration for the chairman of the board of directors of EUR 24,000 per annum (2020: EUR 30,000), a fixed remuneration for the directors of EUR 2,000 per physical meeting of the board of directors and EUR 1,000 per virtual or telephonic meeting. Remuneration for additional assignments (such as participation in separate committees, audits, etc.), is set at EUR 1,000 per director per meeting.
Proposed resolution: approval of the remuneration policy applicable as of the 2021 financial year, including a fixed remuneration for the chairman of the board of directors of EUR 24,000 per annum (2020: EUR 30,000), a fixed remuneration for the directors of EUR 2,000
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per physical meeting and EUR 1,000 per virtual or telephonic meeting. Remuneration for additional tasks (such as participation in separate committees, audits, etc.), is set at EUR 1,000 per director per meeting.
6. Discharge of the directors
Proposed resolution: granting of discharge to the directors for the performance of their duties during the financial year ending 31 December 2021.
7. Discharge to the Statutory Auditor
Proposal for resolution: granting of discharge to the statutory auditor for the performance of his duties during the financial year ending 31 December 2021.
8. Resignations and Appointments
8.1 Acknowledgement of the voluntary resignation of VARES NV
Proposed resolution: to acknowledge the voluntary resignation of VARES NV (KBO: 0867.182.275) with registered office at 1000 Brussels, Zilverstraat 7, box 9.01, permanently represented by Mrs Martine Reijnaers after the annual general meeting (independent director).
8.2 Appointment of Mr Luc BOEDT as an independent director
Proposed resolution: Appointment of Mr Luc BOEDT as Independent Director with effect from today's shareholders meeting for a period of six (6) years. Mr Luc BOEDT meets the requirements of independence as stipulated in Article 7:87 of the Belgian Companies and Associations Code.
9. Delegation of powers for the implementation of decisions taken
Proposed resolution: to grant to the CFO, Mr Edwin BEX, acting individually, with the possibility of delegation, all powers for the execution of the resolutions taken by the Ordinary General Meeting as well as all powers for communicating these resolutions.
CONDITIONS OF ADMISSION TO THE ANNUAL GENERAL MEETING
Participation in the annual general meeting (the "Meeting") by proxy, voting paper or physical means is possible for the number of shares you hold on the Registration Date (17 May 2022 at midnight, Belgian time) and for which you have notified the Company, at the latest by 25 May 2022, of your intention to exercise your voting right, and this regardless of the number of shares you hold on the day of the Meeting.
Only persons who are shareholders on 17 May 2022 at midnight, Belgian time ("registration date"), will have the right to participate and vote at the General Meeting.
Do you own registered shares ?
You must be registered in the company's share register on May 17, 2022 (24h, Belgian time) for minimum the number of shares with which you wish to participate in the general meeting.
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In addition, you must confirm your participation to us in writing (by e-mail: [email protected]) no later than May 25, 2022, indicating the number of shares with which you wish to participate in the meeting. It is sufficient to submit your signed proxy or voting letter as confirmation of participation.
Do you own dematerialised shares ?
The shares with which you wish to participate at the General Meeting must be registered in your securities account on May 17, 2022 (24h, Belgian time).
You must request your financial institution (bank, recognised account holder or settlement institution) to:
- (a) provide a certificate stating the number of shares you own on May 17, 2022 (24h, Belgian time) and with which you wish to participate at the general meeting; and
- (b) send this certificate by May 25, 2022 at the latest by e-mail to [email protected].
In addition, you must confirm your participation no later than May 25, 2022 (24h, Belgian time), indicating the number of shares with which you wish to participate in the meeting. You can ask your financial institution to confirm your participation to CRESCENT NV simultaneously with the confirmation of your registration. You can also notify us in writing (by e-mail [email protected]). It is sufficient to submit your signed proxy or voting letter as confirmation of participation.
Do you wish to be represented at the General Meeting ?
If you meet the above conditions to participate and vote at the General Meeting, you may be represented at the General Meeting by one proxyholder.
For this purpose, you can use the proxy form on our website https://www.crescentventures.com/investor-relations (shareholders' meetings).
You must send us your completed and signed proxy form by e-mail to the following e-mail address: [email protected] by no later than May 25, 2022.
Do you wish to vote by correspondence in advance of the General Meeting ?
If you meet the aforementioned conditions to participate in and vote at the General Meeting, you may cast your vote by correspondence in advance of the meeting. For this purpose you may use the voting form available on our website (https://www.crescent-ventures.com/investor-relations (shareholders' meetings)).
You can also request this form from us at any time. This form also serves as confirmation of participation. You need to send us your signed voting letter by e-mail ([email protected]). We need to receive your voting letter on May 25, 2022 at the latest. We would like to remind you that to validly cast your vote by correspondence, you must clearly indicate your voting choice or your abstention in the letter.
Which conditions do you need to satisfy to add items to the agenda of the General Meeting ?
If you hold, alone or jointly with other shareholders, at least 3% of the company's share capital, you may request to add items to the agenda of the General Meeting and file resolution proposals in relation to items on or to be added to the agenda. You need to hold this minimum share percentage alone or jointly with other shareholders on the date of your request and on May 17, 2022 (24h, Belgian time). This can be demonstrated by submitting a certificate of registration of the relevant shares in the Company's share register, or a certificate issued by a financial institution certifying that
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the relevant number of dematerialized shares is registered in the name of such shareholder(s) in their account.
You must submit your requests in writing (by e-mail), adding, as the case may be, the text of the new agenda items and the relating resolution proposals or the text of the resolution proposals to be added to the agenda. We need to receive your request on May 9, 2022 at the latest. The request should also contain an email address on which we may confirm receipt of your requests. As the case may be, we will publish a revised agenda, proxy and voting form at the latest on May 16, 2022 (on our website, in the Belgian official journal and in the press).
The proxies that we have received in advance of the publication of the revised agenda will remain valid, but your proxy holder may deviate from your instructions with regard to new resolution proposals on existing agenda items if the execution of such instructions could jeopardize your interests. Your proxy holder must inform you hereof. Your proxy must state whether your proxy holder is authorized to vote on the new agenda items, or whether he/she should abstain with regard to the new agenda items.
The voting forms that we have received in advance of the publication of the revised agenda will remain valid for the existing agenda items. If a new resolution proposal is filed on an existing agenda item, the vote cast by correspondence in respect of such agenda item will be disregarded.
Do you wish to ask a question ?
You are entitled to submit questions to the directors and the auditor regarding their report or items on the agenda but solely in writing. If you meet the aforementioned conditions to participate in and vote at the General Meeting, your questions will be answered provided any communication of information or facts in response to such questions does not prejudice the company or breaches any confidentiality undertakings entered into by the Company, its directors or the auditor. We need to receive your written questions on May 25, 2022 at the latest (by email).
Where can you find all information on this General Meeting ?
All information relating to this General Meeting is available on our website (https://www.crescentventures.com/investor-relations (shareholders' meetings).
How can you contact us ?
For the submission of forms and written requests, and for practical questions, please contact us via email: [email protected], to the attention of Mr. Edwin BEX.