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Crescent NV — Proxy Solicitation & Information Statement 2026
Apr 29, 2026
3935_rns_2026-04-29_cea92d0a-043b-4cab-ba6d-70f0ef3ca700.pdf
Proxy Solicitation & Information Statement
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Unofficial English translation – Dutch version prevails
OPTION NV
Geldenaaksebaan 329, 3001 LEUVEN
Company number: 0429.375.448
Register of legal entities: Leuven
(hereinafter the "Company")
ORDINARY GENERAL MEETING OF SHAREHOLDERS FRIDAY, 29 MAY 2026 AT 10 A.M.
The Board of Directors invites the Shareholders to participate in the Ordinary General Meeting of OPTION NV, which will take place at the registered office of the Company on Friday 29 May 2026 at 10:00 a.m.
To date, the total number of shares and voting rights of the Company amounts to 2,534,641 shares.
AGENDA FOR THE ORDINARY GENERAL MEETING WITH PROPOSED RESOLUTIONS
- Acknowledgment of the special report of the Board of Directors of the Company in accordance with article 7:228 of the Code of Companies and Associations with a proposal of the measures to safeguard the continuity of the Company and the continuation of the activities of the Company and approval of the continuation of the Company's business activities and the remedial measures to be taken.
Comments on this agenda item:
The board of directors clarifies that the balance sheet shows a loss as at 31 December 2025. This loss (and the losses of previous years) has resulted in the net assets of the Company having decreased to less than half of the Company's capital. The procedure in accordance with article 7:228 of the Code of Companies and Associations regarding the alarm bell procedure must therefore be followed.
Proposed decision:
Having taken note of the special report of the Board of Directors mentioned in agenda item 1 and with reference to what is set out below, it is decided to (i) continue the activities of the Company, and (ii) to approve the measures proposed by the Board of Directors with a view to restoring the Company's equity as published on the Company's website.
On the basis of the measures set out in the above-mentioned report of the Board of Directors, the Board of Directors has communicated to the shareholders that it is confident that there will be sufficient liquid assets to continue its activities during the next twelve months, and has therefore proposed to the shareholders to continue the activities of the Company and not to proceed with dissolution of the Company.
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Acknowledgement of the report of the Board of Directors regarding the statutory and consolidated annual accounts for the financial year ended 31 December 2025
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Acknowledgment of the statutory auditor's report on the statutory and consolidated annual accounts for the year ended 31 December 2025 and the annual report
OPTION NV - Geldenaaksebaan 329 - 3001 Leuven - ON 0429.375.448
CRES CENT
Unofficial English translation – Dutch version prevails
- Approval of the company and consolidated financial statements for the year ended 31 December 2025 with appropriation of profit or loss
Proposed resolution: the meeting approves the company and consolidated financial statements for the financial year ended 31 December 2025, including the appropriation of the result.
- Approval of the remuneration report as included in the annual report of the Board of Directors for the financial year ended 31 December 2025
Proposed resolution: the meeting approves the remuneration report, as included in the annual report of the board of directors for the financial year ended 31 December 2025.
- Approval of the remuneration policy applicable as of financial year 2025, with a fixed remuneration for the Chairman of the Board of Directors of EUR 24,000 per year, 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 telephone meeting. Remuneration for additional assignments (such as participation in separate committees, audits, etc.), is set at EUR 1,000 per director per meeting.
Proposed decision: approval of the remuneration policy applicable from financial year 2025, with a fixed remuneration for the Chairman of the Board of Directors of EUR 24,000 per year, a fixed remuneration for the directors of EUR 2,000 per physical meeting and EUR 1,000 per virtual or telephone meeting. Remuneration for additional assignments (such as participation in separate committees, audits, etc.), is set at EUR 1,000 per director per meeting.
- Discharge of the directors
Proposed resolution: the meeting discharges the directors for the exercise of their mandate during the financial year 2025.
- Discharge to the statutory auditor
Proposed resolution: the meeting grants discharge to the statutory auditor for the exercise of his mandate in respect of the financial year 2025.
- Mandate of KPMG Réviseurs d'Entreprises BV/SRL as statutory auditor of the Company for the financial year 2025
Proposed resolution: the meeting confirms the mandate of KPMG Réviseurs d'Entreprises BV/SRL, ON 0419.122.548, with registered office at 1930 ZAVENTEM, Brussels National Airport 1K, with Mr. Raf COX as permanent representative of the Company for the financial year ended 31 December 2025 with a fee of EUR 265,000 (excl. IBR contribution and VAT).
- Miscellaneous
OPTION NV - Geldenaaksebaan 329 - 3001 Leuven - ON 0429.375.448
CRES CENT
Unofficial English translation – Dutch version prevails
ADMISSION REQUIREMENTS
Participation in the ordinary general meeting (the "Meeting") by voting letter, proxy, or physically is possible for the number of shares you hold on the Record Date (15 May 2026 at 12 p.m., Belgian time) and for which you have expressed your intention to exercise your voting rights - at the latest on 23 May 2026 - regardless of the number of shares you own on the day of the Meeting.
Only persons who are shareholders on 15 May 2026 at 24h, Belgian time ("registration date") will have the right to participate in and vote at the General Meeting.
> Are you a holder of registered shares?
Then you must be registered in the Company's share register on 15 May 2026 (at 24h, Belgian time) for at least the number of shares with which you wish to participate in the General Meeting. No later than 23 May 2026 (at 24h, Belgian time), you must confirm your participation to us by e-mail ([email protected]) stating the number of shares with which you wish to participate. It is sufficient to send us your completed and signed proxy or voting letter as a confirmation of participation.
> Are you a holder of dematerialised shares?
Then the shares with which you wish to participate in the General Meeting on 15 May 2026 (at 12 p.m., Belgian time) must be booked on your trading account. Ask your financial institution (bank, authorized account holder, or settlement institution) to:
(a) issue a certificate stating the number of shares you held on 15 May 2026 (at 24h Belgian time) and with which you wish to participate; and
(b) to provide this certificate to the Company at the latest on 23 May 2026 via the email address [email protected].
By 23 May 2026 at the latest (at 24 p.m., Belgian time), you must confirm your participation stating the number of shares with which you wish to participate. You can ask your financial institution to confirm your participation to us at the same time as the registration formalities.
> Would you like to be represented at the General Meeting?
If you meet the conditions set out above to participate in and vote at the General Meeting, you may be represented at the General Meeting by a single proxy holder.
You can use the proxy form on our website https://www.action.com/investor-relations (shareholders' meetings).
You must send us your completed and signed power of attorney by e-mail no later than May 23, 2026 at the following e-mail address: [email protected].
> Do you wish to vote by letter prior to the General Meeting?
If you meet the conditions set out above to participate in and vote at the General Meeting, you can cast your vote by mail prior to the General Meeting. You can use the voting form on our website (https://www.action.com/investor-relations (shareholders' meetings)).
You can also request this form from us at any time. This form also serves as a confirmation of participation. You must provide us with your completed and signed ballot letter by e-mail ([email protected]). We must receive your ballot paper by 23 May 2026 at the latest. We would like
OPTION NV - Geldenoaksebaan 329 - 3001 Leuven - ON 0429.375.448
CRES CENT
Unofficial English translation – Dutch version prevails
to remind you that in order to validly cast your remote vote, you must clearly state the voting method or abstention in the ballot paper.
> Do you want to put an item on the agenda?
If you alone or jointly with other shareholders hold at least 3% of the capital of the Company, you can have items placed on the agenda and submit proposals for resolutions with regard to the items included or to be included on the agenda. You must own this minimum share percentage, alone or together with other shareholders, both on the date of your request and on 15 May 2026 (at 12 p.m. Belgian time). This can be demonstrated by submitting a certificate of registration of the shares in question in the share register, or a certificate issued by a financial institution showing that the relevant number of dematerialised shares in the name of the relevant shareholder(s) has been registered on account. You must send us your requests in writing by e-mail. As the case may be, attach the text of the items to be discussed and the corresponding proposed resolutions, or the text of the proposed resolutions to be placed on the agenda. We must receive your requests by May 7, 2026. Don't forget to include an email address so that we can confirm receipt of your requests. If necessary, we will publish a supplemented agenda, proxy and voting form by 14 May 2026 at the latest (on our website, in the Belgian Official Gazette and in the financial press). The proxies that we would have already received prior to the publication of the supplemented agenda remain valid, but your proxy holder may deviate from your instructions for the new proposals for resolutions submitted to existing agenda items during the meeting if the execution of your instructions could harm your interests. Your proxy holder must inform you of this. Your proxy must state whether your proxy holder is allowed to vote on the new agenda items, or whether he/she must abstain on those new agenda items. The voting forms that we would have received prior to the publication of the supplemented agenda remain valid for the existing agenda items. If a new proposal for a resolution has been submitted for an existing agenda item, the remote vote on this agenda item will not be taken into account.
> Would you like to ask a question?
Following the General Meeting, you can submit written questions to the Directors and the Statutory Auditor regarding their report or the agenda items. If you meet the conditions set out above to participate in and vote at the General Meeting, your questions will be answered insofar as the disclosure of information or facts is not of such a nature that it may cause damage to the Company or is in breach of the confidentiality commitments entered into by the Company, its Directors or Statutory Auditor. We must receive your written questions by e-mail by 23 May 2026 at the latest.
> Where can you find all the information about this General Assembly?
All relevant information regarding this General Meeting is available on our website (https://www-option.com/investor-relations (shareholders' meetings)).
> How can you contact us?
For sending forms, written requests or practical questions, please contact Mr. Erwin Laureys by e-mail: [email protected].
OPTION NV - Geldenoaksebaan 329 - 3001 Leuven - ON 0429.375.448
CRES CENT