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Crescent NV

Pre-Annual General Meeting Information May 14, 2013

3935_rns_2013-05-14_cbf85899-0bc6-4e89-b10b-77c68a0287d0.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

Given the fact that the required attendance quorum was not reached at the special general meeting of shareholders on 3 May 2013, the Board of Directors is honored to invite the shareholders to attend a second Special Shareholders' Meeting, which will be held at the registered offices of the Company (Gaston Geenslaan 14, 3001 Heverlee) on Friday 31 May 2011 at 09.00 a.m., 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.


To be admitted to the special general meeting of shareholders (hereafter: the Special Meeting), the holders of securities issued by the company have to comply with the dispositions of articles 29 and 30 of the company's articles of association and article 536 of the Companies Code.

In order to participate in the Special Meeting and to exercise their voting rights, shareholders must be registered as shareholders of the company on the fourteenth (14th) day preceding the general meeting (i.e. on 17 May 2013), at twelve (12:00) AM at the latest, either:

  • (i) by their inclusion in the register of registered shares of the company;
  • (ii) by their inclusion on the accounts of a certified account holder or clearing institution

The financial intermediary, certified account holder or clearing institution provides the shareholder with a certificate evidencing how many shares that are registered in the name of the shareholder on the registration date (i.e. 17 May 2013), if he wishes to participate in the Special Meeting.

At the latest on the sixth day preceding the Special Meeting, (i.e. on 25 May 2013), the shareholders must notify the company or a person designated thereto by the company, of their intention to participate in the Special Meeting. Registration of participation can occur in writing (Patrick Hofkens, Gaston Geenslaan 14, 3001 Leuven), or by email ([email protected]; with a copy to [email protected] ).

Shareholders who comply with the formalities to be admitted to the Special Meeting can both orally (during the meeting) and in writing prior to the meeting ask questions. Written questions have to be submitted to the company (at its registered office) on 25 May 2013, or by email ([email protected]; with a copy to [email protected] ). Only those questions that are raised by shareholders who have complied with all the formalities to be admitted to the Special Meeting, and thus have proved to have the capacity of shareholder on the registration date, will be addressed during the meeting.

One or more shareholders who jointly own more than 3% of the total outstanding share capital can, at the latest on 9 May 2013, have items placed on the agenda of the Special Meeting and propose resolutions relating to the thus added items on the agenda, if they can evidence that they are shareholders. Questions or resolutions can be transmitted in writing (Patrick Hofkens, Gaston Geenslaan 14, 3001 Leuven), or by email ([email protected]; with a copy to [email protected] ). Receipt is acknowledged by the company within 48 hours.

In the event that shareholders thereto entitled desire to add additional items or proposed resolutions to the agenda, an amended agenda will be made public no later than 16 May 2013 through the company's website (www.option.com). This amended agenda will also be published in the Annexes of the Belgian State Gazette.

The shareholders may vote through proxy forms or by letter, using the forms thereto drafted by the company, which can be obtained free of charge at the company's registered office. These forms will also be made available on the company's website www.option.com. The proxy forms have to be deposited at least six (6) days prior to the Special Meeting at the company's registered office. In order to be valid, voting by letter has to be made through a registered letter with acknowledgement of receipt, which is sent at the latest six (6) days prior to the Special Meeting to the registered office of the company (the post stamp serving as evidence) and containing the following information:

  • 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 six (6) working days prior to the Special Meeting.

The Board of Directors

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