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Crescent NV

Proxy Solicitation & Information Statement May 15, 2020

3935_rns_2020-05-15_ae510a35-55fa-4adb-9032-c638edac334b.pdf

Proxy Solicitation & Information Statement

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CRESCENT NV (voorheen Option)

GENOTEERDE NAAMLOZE VENNOOTSCHAP GASTON GEENSLAAN 14 3001 LEUVEN BTW BE 0429.375.448 - RPR LEUVEN

POWER OF ATTORNEY

ANNUAL GENERAL SHAREHOLDERS' MEETING OF CRESCENT NV FRIDAY MAY 29, 2020 at 10AM

  • In order to be valid, your completed and signed proxy must be in the possession of CRESCENT NV by Saturday, May 23, 2020 at the latest.
  • Since the proposed proxy holder is potentially subject to the conflict of interest rules set forth in article 7:143, §4 of the Belgian Companies and Associations Code, 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.
  • For dematerialized shares, the proxy must be accompanied by the bank certificate confirming your shareholding on May 15, 2020 (24h, Belgian time) (the registration date).
  • Please return this form by e-mail ([email protected]).
  • Proxies arriving late or not complying with the required formalities may be rejected.

The undersigned, ………...................................................................................................................……................

owner / usufructuary (make a choice)of ....................................... dematerialized shares and/or……...................... registered shares of CRESCENT NV, with registered office at B-3001 LEUVEN, GASTON GEENSLAAN 14, hereby appoints Mr. Edwin BEX, CFO as special attorney in fact to whom he/she confers all powers for the purpose of representing him/her at the Annual General Meeting of CRESCENT NV, which will be held on May 29, 2020 at 10am.

This proxy also serves as confirmation of participation. The undersigned confirms his/her/its intention to participate at the aforementioned General Meeting with all his/her/its shares or …………………………………….. shares. (specific number to be completed in the event the undersigned intends to participate with less than the total number of 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 whose shareholding will be determined on the registration date in accordance with the admission conditions.

Please provide your specific voting instruction in the below agenda for each resolution proposed by the board of directors by colouring or checking the checkbox 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 the agenda items or if, for whatever reason, there is a lack of clarity with regard to the voting instructions, or if there should be a vote on decisions to be taken by the general meeting, during the meeting, subject to compliance with the Code of Companies and Associations, the proxy holder will be deemed to have been instructed to have received the specific voting instruction to vote in favour of the decision proposed by the board of directors, as amended as the case may be.

  • 1. Opening of the Meeting with explanation about the modified modus operandi of the Meeting in view of the exceptional COVID-19 circumstances.
  • 2. Presentation of the reports of the Board of Directors and the Auditor of CRESCENT NV regarding the annual accounts for financial year 2019.
  • 3. Presentation of the statutory and consolidated annual accounts for financial year 2019.
  • 4. Discussion and approval of annual accounts with regard to financial year 2019 + appropriation of the result.

Proposed resolution: "The General Meeting approves the annual accounts for financial year 2019 and the proposed allocation of the result."

□ For
□ Against
□ Abstention
-------------------- --------------

5. Discharge of the Directors

Proposed decision: "The General Meeting grants discharge from liability to the Directors of CRESCENT NV for the exercise of their mandate as Director of the Company during financial year 2019."

Eric VAN ZELE (VAN ZELE HOLDING NV)
For

Against

Abstention
Raju DANDU
For

Against

Abstention
Pieter BOURGEOIS (CRESCEMUS BV)
For

Against

Abstention
Johan MICHIELS (MICHIELS INVEST EN MNGMNT BV)
For

Against

Abstention
Prof. Liesbet VAN dER PERRE
For

Against

Abstention
Prof. Sarah STEENHOUT (S&S BV)
For

Against

Abstention
Lieve DECLERCQ (CRESPO CONSULTANCY BV)
For

Against

Abstention

6. Discharge of the Auditor

Proposed resolution: "The General Meeting grants discharge to the Auditor for the exercise of his mandate during financial year 2019."

□ For □ Against □ Abstention

7. Proxies

Proposed resolution: "The General Meeting gives a special proxy to each director of the Company, as well as to Mr. Edwin BEX (the "Proxy Holder"), acting individually and with the right of substitution, to represent CRESCENT NV with regard to the fulfilment of the filing and publication obligations contained in Articles 2:8 and 2:14 of the Belgian Companies and Associations Code. This power of attorney means that the Proxy Holder can perform all necessary and useful actions related to these filing and publication obligations."

□ For □ Against □ Abstention

8. Closing of the Meeting

The proxy holder may also represent the undersigned at any other subsequent Meeting having the same agenda in the event that the aforementioned General Meeting would be postponed.

In case of amendments to the agenda and proposed additional new or alternative resolutions as provided in article 7:130 of the Belgian Companies and Associations Code, the company will publish a revised agenda and voting form at the latest on May 14, 2020.

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 resoluon;

□ the proxy holder must vote against the amended or new resoluon;

□ 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 resolution.

Done at ....……....................................................................., on ............................................ 2020.

(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 capacity of the signatory(-ies).)

……………………………………………………………………….. (p/a)

……………………………………………………………………….. (signature)

Or (in case of a legal entity)

……………………………………………………………………….for ………………….…………………………………..…………….. in its or hers

capacity of………………………………………………………………………..

……………………………………………………………………….. (signature)

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