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Ctac N.V.

AGM Information May 14, 2021

3827_iss_2021-05-12_dd56a843-acd3-4196-a5b7-6776b40d8aad.pdf

AGM Information

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Resolutions of the Ctac N.V. Annual General Meeting of Shareholders

's-Hertogenbosch, 12 May 2021 – Business & Cloud Integrator Ctac N.V. (Ctac) today announces that the Annual General Meeting of Shareholders of 12 May 2012 resolved as follows:

Agenda item 3b Adoption of the 2020 financial statements
The meeting adopted the 2020 financial statements.
Agenda item 3d Motion to pay out a dividend for 2020
The meeting adopted the motion to pay out a (optional) dividend of € 0.08 per ordinary
share for the 2020 financial year.
Agenda item 3e Approval of the management of the Board of Directors and discharge of each
individual member of the Board of Directors
In accordance with the motion to that effect, the meeting discharged the Board of Directors.
Agenda item 3f Approval of the Supervisory Board's supervision of the management and discharge
of each individual member of the Supervisory Board.
In accordance with the motion to that effect, the meeting discharged the Supervisory Board.
Agenda item 4a Remuneration report
In accordance with the motion to that effect, the AGM gave its negative advice on the
remuneration report.
Agenda item 4b Motion to amend the remuneration policy for the Board of Directors and to adopt
the remuneration policy for the Supervisory Board
The meeting did not adopt the motion to amend the remuneration policy for the Board
of Directors and to adopt the remuneration policy for the Supervisory Board.
Agenda item 5 Appointment of the external auditor for the audit of the Company's financial
statements for the 2022 financial year.
In accordance with the motion to that effect, the meeting appointed
PricewaterhouseCoopers Accountants N.V. as the independent auditor to audit
Ctac's financial statements for the 2022 financial year.

PRESS RELEASE

  • Agenda item 6 Amendment of the articles of association In accordance with the motion to that effect, the meeting resolved to amend the articles of association, inter alia to increase the Company's share capital to € 9,600,000.
  • Agenda item 7 Authorisation of the Board of Directors to acquire treasury shares In accordance with the motion to that effect, the Board of Directors was authorised to acquire up to a maximum of 10% of the Company's outstanding ordinary shares.
  • Agenda item 8a Extension of the meeting's designation of the holder of the priority share as the body authorised to issue shares In accordance with the motion to that effect, the meeting extended its designation of the

holder of the priority share and thus of Stichting Prioriteit C/TAC as the body authorised to issue shares and/or grant rights to take shares, in accordance with the provisions of article 5 of the current articles of association. This authorisation extends to 10% of the outstanding ordinary shares in the Company's capital at the time of the decision in question and is valid for 18 months after the end of the 2021 AGM.

  • Agenda item 8b Extension of the meeting's designation of the holder of the priority share as the body authorised to limit or exclude preferential rights In accordance with the motion to that effect, the motion to extend the meeting's designation of the Stichting Prioriteit C/TAC as the body authorised to limit or exclude preferential rights accruing to shareholders when shares are issued, in accordance with the provisions of article 7 of the current articles of association, such for 18 months after the end of the 2021 AGM.
  • Agenda item 9a Composition of the Supervisory Board appointment Mr. Hendriks In accordance with the motion to that effect, Mr. Hendriks was appointed to the Supervisory Board for a term of four years, which will end at the end of the 2025 AGM.
  • Agenda item 9b Composition of the Supervisory Board appointment Mr. Vernaus In accordance with the motion to that effect, Mr. Vernaus was appointed to the Supervisory Board for a term of four years, which will end at the end of the 2025 AGM.

The members of the Board of Directors and Supervisory Board have taken note of the resolutions and will, as is customary, engage in a dialogue with its shareholders.

The full voting results will be published on the Ctac website as soon as possible.

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