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Ctac N.V.

AGM Information Apr 14, 2023

3827_iss_2023-04-13_2d45fb95-1a4b-4d43-9c97-b914a1676fec.pdf

AGM Information

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

About Ctac

As a Business & Cloud Integrator, Ctac helps its clients realise their ambitions. Ctac creates the required business value through constant innovation.

Ctac offers a broad portfolio of solutions, including SAP and Microsoft 'on any cloud' solutions, and provides services in the fields of Modern Workplace, Integration, Transformation & Change management, Security & Trust and Business Transformation.

In addition, Ctac has a number of its own products, including the XV Retail Suite, which consists of an omnichannel-driven Point-of-Sale & Loyalty platform, and SaaS solutions for commercial real estate, Fit4RealEstate.

In 2023, Ctac has been in business for 31 years and over the years has built up extensive experience and material know-how in the retail, wholesale, manufacturing, real estate and professional services. In 2022, Ctac recorded revenue of € 118 million with on average 463 FTE and 182 professional hires.

Ctac has a balanced workforce in terms of age, expertise and experience. Ctac sees working together to realise common goals as a high priority. Ctac is listed on the Euronext Amsterdam stock exchange (ticker: CTAC) and has offices in 's-Hertogenbosch and in Wommelgem (Belgium).

More information

Ctac N.V. Meerendonkweg 11, 5216 TZ 's-Hertogenbosch PO Box 773, 5201 AT 's-Hertogenbosch

www.ctac.nl [email protected]

+31 (0)73 - 692 06 92

Paul de Koning | CFO

In case of any inconcistencies the Dutch version of this press release is leading. RESOLUTIONS OF THE CTAC N.V. ANNUAL GENERAL MEETING OF SHAREHOLDERS - 2

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

's-Hertogenbosch, 13 April 2023 – Business & Cloud Integrator Ctac N.V. (the Company) announces what was resolved during the Annual General Meeting of Shareholders (AGM) of 13 April 2023. In addition, the Supervisory Board (the SB) resolves to appoint Paul de Koning as a director under the articles of association (CFO) of the Company.

During the AGM, the following was resolved:

Agenda item 3b Adoption of the 2022 financial statements
The AGM adopted the 2022 financial statements.
Agenda item 3d Proposal to distribute dividend over 2022
The AGM adopted the proposal to distribute an (optional) dividend over the 2022 financial
year of € 0.12 per ordinary share.
Agenda item 3e Approval of the management conducted by the Board of Directors and discharge
for each of the members of the Board of Directors
In accordance with the proposal to that effect, the AGM approved the management
conducted and discharged the members of the Board of Directors.
Agenda item 3f Approval of the supervision of the management conducted by the Supervisory Board
and discharge of each of the members of the Supervisory Board
In accordance with the proposal to that effect, the AGM approved the supervision of
the management and discharged the members of the Supervisory Board.
Agenda item 4a Remuneration report
The AGM issued a positive advice on the remuneration report.
Agenda item 4b Proposal to amend the remuneration policy for the Board of Directors and to adopt
the remuneration policy for the Supervisory Board
The AGM adopted the proposal 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 2024 financial year
In accordance with the proposal to that effect, the AGM appointed PricewaterhouseCoopers
Accountants N.V. as the independent auditor to audit the Company's financial statements
for the 2024 financial year.
  • Agenda item 8 Authorisation of the Board of Directors to repurchase ordinary shares In accordance with the proposal to that effect, the AGM authorised the Board of Directors to acquire a maximum of 10% of the Company's outstanding ordinary shares until eighteen months after the end of this AGM.
  • Agenda item 9 Extension of the designation of the Board of Directors as the body authorised to resolve to issue shares, to grant rights to subscribe for shares, and to restrict or exclude pre-emptive rights In accordance with the proposal to that effect, the AGM decided to designate the Board of Directors as the body authorised to resolve to issue shares, to grant rights to subscribe for shares and to restrict or exclude pre-emptive rights.

The full voting results will be published on the Company's website as soon as possible.

During the AGM, the shareholders have been heard by the SB on the proposed appointment of Paul de Koning as member of the Board of Directors. Following the AGM, the SB has formally appointed him as director under the articles in the position of Chief Financial Officer (CFO).

With the appointment of De Koning as director under the articles, interim-CFO Wim Geraats will no longer act as temporary director. For the time being Wim Geraats will continue to work for Ctac to support the Board of Directors.

FINANCIAL AGENDA

26 April 2023 : Trading update Q1 2023
28 July 2023 : Publication half-year results 2023
26 October 2023 : Trading update Q3 2023

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Disclaimer

This press release contains statements that provide forecasts of future results for Ctac N.V. and expresses certain intentions, objectives and ambitions on the basis of current insights. Such forecasts are, of course, not free of risks and, in view of the fact that there is no certainty about future circumstances, there is a certain degree of uncertainty. There is a multitude of factors that may underlie the fact that the actual results and forecasts may differ from those described in this document. Such factors may include: general economic and technical developments, scarcity in the labour market, the pace of internationalisation of the market for IT solutions and consulting activities as well as future acquisitions and/or divestments.

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