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Crescent NV

Pre-Annual General Meeting Information Apr 1, 2011

3935_rns_2011-04-01_0b180e48-1ab7-4fcf-9064-de6e66571d72.pdf

Pre-Annual General Meeting Information

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OPTION

PUBLIC LIMITED LIABILITY COMPANY GASTON GEENSLAAN 14 3001 HEVERLEE

VAT BE 0429.375.448 RLE LEUVEN

SPECIAL GENERAL MEETING OF SHAREHOLDERS

On 28 February 2011, the Board of Directors determined that due to incurred losses the net equity of the Company as per 31 December 2010 had decreased to less than half of its share capital amount. The Board of Directors wishes to emphasize that it concerns a temporary situation and that the financial situation of the Company has meanwhile improved substantially, taking into account received license fees.

Therefore, the Board of Directors is honoured to invite the shareholders to the special general meeting of shareholders, which will take place on Tuesday 26 April 2011 at 10.00 a.m. at the registered offices of the Company at Gaston Geenslaan 14, 3001 Leuven (Heverlee).

If the required attendance quorum is not reached at this meeting, i.e. half of the share capital of the Company is not represented, no item on the agenda shall be treated and the shareholders are hereby already invited to attend a second special general meeting of shareholders with the same agenda, which will take place on Monday 16 May 2011 at 10.00 a.m. at the abovementioned registered offices of the Company, and which will be able to decide upon all items on the agenda irrespective of the represented share capital.

The special general shareholders' meeting has the following agenda containing proposals for resolution:

    1. Acknowledgement of the special report drawn up by the Board of Directors pursuant to Article 633 of the Companies' Code.
    1. Decision on the dissolution or continuation of the Company following the decrease of its net equity to less than half of its share capital in conformity with Article 633 of the Companies' Code.

Proposal of decision: The general meeting of shareholders resolves not to dissolve the Company and to continue the Company's activities.

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

In order to be admitted to the general meeting, the holders of securities issued by the Company have to comply with the provisions of Articles 29 and 30 of the Company's articles of association, as well as Article 536 of the Companies' Code.

The owners of registered shares have to inform the Company of their intention to participate in the meeting by ordinary letter addressed to the Company's registered office at the latest five (5) working days prior to the general meeting. In order to be admitted to the general meeting of shareholders, the owners of dematerialized shares have to provide proof of the deposit– at the latest on the fifth (5th) working day prior to the meeting – via an affidavit prepared by a recognized account holder or by the clearing house itself, confirming the unavailability of the dematerialized shares up to the date of the meeting. The deposit of this affidavit will have to be done at the registered office of the Company.

The shareholders can cast their votes by proxy or in writing, by using the forms drawn up by the Company which can be obtained free of charge at the Company's registered office. These forms will also be timely available on the Company's website www.option.com. The proxies have to be deposited at the Company's registered office at least five (5) working days prior to the meeting. The owners of dematerialized shares who want to cast their votes by proxy or in writing will, in addition to the duly completed proxy form, also have to provide evidence of the fact that they have complied with the above mentioned deposit formalities. In order to be valid, the vote in writing has to be made by registered letter against acknowledgement of receipt to the registered office of the Company at least six (6) working days prior to the date of the meeting (the post stamp serving as evidence) and containing the following elements:

  • (i) full and precise identification of the shareholder and of the number of shares with which he participates in the voting;
  • (ii) the complete agenda;
  • (iii) the proposals of decision and the voting intentions of the shareholder (for, against, abstention). The shareholder is allowed to clarify or motivate his voting intentions.

The holders of warrants have to inform the Company of their intention to participate in the meeting by ordinary letter to the Company's registered office at the latest five (5) working days prior to the general meeting.

The Board of Directors

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