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Crescent NV Proxy Solicitation & Information Statement 2022

Apr 29, 2022

3935_rns_2022-04-29_3172f478-4c7e-45c3-8f8b-cb63cabde82d.pdf

Proxy Solicitation & Information Statement

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CRESCENT NV

(voorheen "Option NV") Genoteerde Naamloze Vennootschap Geldenaaksebaan 329 - 3001 LEUVEN BTW BE 0429.375.448 - RPR LEUVEN ("the Company")

VOTING FORM

ANNUAL GENERAL SHAREHOLDERS' MEETING OF CRESCENT NV MAY 31st 2022, 10AM

  • In order to be valid, your completed and signed voting form must be in the possession of the Company by Wednesday, May 25, 2022 at the latest.
  • For dematerialized shares, the form must be accompanied by the bank certificate confirming your shareholding on May 17, 2022 (24h, Belgian time) (the registration date).
  • Please return this form (completed and signed) to us by e-mail ([email protected]).
  • Voting forms arriving late or not complying with the required formalities shall be rejected.
  • We would like to remind you that to validly cast your vote by correspondence, you must clearly indicate your voting choice or your abstention on the voting form.
I, the undersigned:
First name + Last name:
Address:
If the Shareholder is a Company:
Company name + legal form:
Company n°:
Registered office:
Validly represented here in accordance with its articles of association by:
- First name + Last name:
capacity:
- First name + Last name:
capacity:
Owner/ usufructuary
(cross what doesn't fit) of
SHARES (please make a choice: registered shares / dematerialised shares)
WARRANTS

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the listed limited liability company CRESCENT NV whose registered office is at 3001 LEUVEN, Geldenaaksebaan 329, vote as follows at the abovementioned general meeting, which will be held on May 31st, 2022 at 10am at the location as indicated in the invitation.

This voting letter also serves as a confirmation of participation.

The undersigned confirms that he/she wishes to participate in the aforementioned general meeting with all his/her shares or .......................................... shares. (specific number to be filled in if the undersigned wishes to participate with less than the total number of shares)

This voting form is valid for the total number of shares for which the undersigned wishes to participate, but limited to the number of shares of which the shareholding will be determined on the registration date in accordance with the admission conditions (see above).

The undersigned votes on each of the proposed resolutions on the agenda as follows : (please colour or tick the appropriate box)

  1. 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

Proposed resolution: N/A - no vote

  1. Report of the statutory auditor on the statutory and consolidated annual accounts closed on 31 December 2021 and of the annual report

Proposed resolution: N/A - no vote

  1. 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.

□ For □ Against □ AbstenƟon

  1. 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.

□ For □ Against □ AbstenƟon

  1. 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.

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(2020: EUR 30,000), a fixed remuneration for the directors of EUR 2,000 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. □ For □ Against □ AbstenƟon 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. Eric VAN ZELE (VAN ZELE HOLDING NV) □ For □ Against □ Abstention Raju DANDU □ For □ Against □ Abstention Johan MICHIELS (MICHIELS INVEST EN MNGMNT BV) □ For □ Against □ Abstention Pieter BOURGEOIS (CRESCEMUS BV) □ For □ Against □ Abstention Prof. Sarah STEENHOUT (S&S BV) □ For □ Against □ Abstention Prof. Liesbet VAN dER PERRE □ For □ Against □ Abstention Lieve DECLERCQ (CRESPO CONSULTANCY BV) □ For □ Against □ Abstention Paul MATTHIJS (ADMODUM BV) □ For □ Against □ Abstention Martine Reijnaers (VARES NV) □ For □ Against □ Abstention 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. □ For □ Against □ AbstenƟon 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). □ For □ Against □ AbstenƟon 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. □ For □ Against □ AbstenƟon

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

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9. Delegation of powers for the implementation of decisions taken

as well as all powers for communicating these resolutions. 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
□ For □ Against □ AbstenƟon
aforementioned general meeting would be postponed. This form also applies for any subsequent Meeting having the same agenda in the event that the
choice concerning one or more of the agenda items of the general meeting. This form will be considered null and void in its entirety if the shareholder has not indicated his/her/its
revised agenda and voting form at the latest on May 16, 2022.
by correspondence in respect of such agenda item will be disregarded.
return it signed to the company via email ([email protected]).
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
Voting forms received in advance of the publication of the revised agenda will remain valid for
the agenda items to which the forms apply. The Belgian Companies and Associations Code provides for
the following exception: if a new resolution proposal is filed on an existing agenda item, the vote cast
The shareholder who wishes to vote on the new items on the agenda and / or on the new
resolutions must complete the revised voting form that the company will make available and
Done at, on 2022.
(If the shareholder is a legal entity, this voting form 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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