AI assistant
Euronav NV Proxy Solicitation & Information Statement 2025
3946_rns_2025-04-22_8cc136ff-750d-4ab5-b29f-00a24ea68a85.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
VOTING BY MAIL FORM1 ORDINARY, SPECIAL AND EXTRAORDINARY SHAREHOLDERS' MEETINGS THURSDAY 22 MAY 2025
This form is intended for holders of European Shares of CMB.TECH NV (the "Company") who want to vote by mail and have not used the Lumi Connect platform to register (as stipulated in the convening notice – if you have registered via the Lumi Connect platform please use this platform to complete the advanced electronic vote form available on https://www.lumiconnect.com/en/events).
An original signed and completed form must be provided prior or at the latest on Friday 16 May 2025 to Euroclear Belgium, for the attention of Issuer Services, Koning Albert II-laan 1, 1210 Brussels: (copy to e-mail: [email protected] (cc: [email protected]) or by fax: +32 2 337 54 46).
Holders of dematerialised European Shares of the Company who want to vote by mail must also register for the shareholders' meetings, as described in the convening notice for the shareholders' meetings. Following the registration of their shares with their financial institution, the owners of dematerialized European Shares (who have not used the Lumi Connect platform to register (as stipulated in the convening notice)) will receive a certificate stating the number of dematerialized shares registered in their name on the record date (i.e. Thursday 8 May 2025 at midnight (24.00 p.m., Belgian time) ("Record date").
The financial institution shall send the certificate directly to Euroclear Belgium, for the attention of Issuer Services, Koning Albert II-laan 1, 1210 Brussels (e-mail: [email protected] / fax: +32 2 337 54 46) at the latest by Friday 16 May 2025 at 17.00 p.m. Belgian time (the "Notification deadline"). The Company shall determine the ownership of the shares at the Record Date on the basis of the certificate provided by the relevant financial institution to Euroclear Belgium.
In case of amendments to the agenda or of new resolution proposals, the Company will publish a revised agenda with, as the case may be, additional agenda items and additional draft resolutions.
This will be done no later than on the fifteenth calendar day prior to the shareholders' meetings, i.e. prior to or at the latest on Wednesday 7 May 2025 at the latest. At that time, the Company will also make available amended forms for votes by mail. Votes by mail that reach the Company prior to the publication of the amended agenda remain valid for the agenda items to which the votes by mail apply, subject, however to the applicable law and the further clarifications set out in this form. In accordance with the Belgian Code on Companies and Associations, a vote via vote by mail for an agenda item in relation to which a new proposed resolution has been submitted by one or more shareholder(s) holding at least 3% of the share capital, shall not be taken into account.
1 Capitalized terms which are not defined in this voting by mail form have the meaning set forth in the conditions of admission included in the convening notice.
| The undersigned2 | ____________ | |
|---|---|---|
| Residing at3 | ____________ | |
| ____________ | ||
| Owner of: | ||
| □ | __ 4 European Shares (registered shares) |
□ ______________ 4 European Shares (dematerialised shares)
at the Record Date of the limited liability company CMB.TECH NV,
Hereby, irrevocably votes, as indicated hereafter on the items of the following agenda:
Agenda of the ordinary general meeting
1 Report of the supervisory board and of the statutory auditor for the financial year closed on 31 December 2024
This agenda item does not require your vote.
2 Acknowledgment and approval of the remuneration report
Proposed decision:
"The general meeting decides to approve the remuneration report."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
3 Approval of the annual accounts of the Company for the financial year closed on 31 December 2024
Proposed decision:
"The annual accounts for the financial year closed on 31 December 2024, prepared by the supervisory board, are approved."
2 Name and first names of the shareholder. In case the shareholder is a legal entity, also the name(s) and function(s) of the representative(s).
3 Address or registered office of the shareholder.
4 Number and nature of the owned shares.
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
4 Allocation of the result for the financial year closed on 31 December 2024
Proposed decision:
"The result to be allocated for the financial year 2024 amounts to USD 779,269,157.80. Together with the profit carried forward of USD 469,050,759.40 of the previous financial year, this results in a profit to be allocated of USD 1,248,319,917.20, which the general meeting resolves to allocate as follows:
| Reserves | USD 127,001,568.32 |
|---|---|
| Dividends (*) | USD 52,438,545.45 |
| Carried forward | USD 1,068,879,803.43 |
(*) already paid as intermediary dividend in a gross amount of 0.27 USD per share during the financial year closed on 31 December 2024."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
5 Discharge (release of liability) granted to the members of the supervisory board and to the statutory auditor, by means of separate voting, for the execution of their mandate in the course of the financial year 2024
5.1 Proposed decision:
"Discharge is granted to the members of the supervisory board of the Company: Ms. Julie De Nul, Ms. Catharina Scheers, Mr. Patrick De Brabandere, Mr. Marc Saverys, Mr. Patrick Molis and Mr. Bjarte Bøe, all members of the supervisory board, for any liability arising from the execution of their mandate in the course of the financial year under revision."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
5.2 Proposed decision:
"Discharge is granted to the auditor of the Company: BDO Bedrijfsrevisoren represented by Veerle Catry (partner) for the period from 1 January 2024 to 31 December 2024, for any liability arising from the execution of its mandate in the course of the financial year under revision."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
6 Special discharge (release of liability) granted to the members of the supervisory board, by means of separate voting, in relation to the date of the ordinary general meeting
Proposed decision:
"Special discharge is granted to the members of the supervisory board of the Company: Ms. Julie De Nul, Ms. Catharina Scheers, Mr. Patrick De Brabandere, Mr. Marc Saverys, Mr. Patrick Molis and Mr. Bjarte Bøe, all members of the supervisory board, for any liability arising from the fact that the ordinary general meeting is not held on the date provided in the articles of association."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
7 End of term of office and reappointment of Ms. Julie De Nul as member of the supervisory board
Proposed decision:
"The general meeting resolves to reappoint Ms. Julie De Nul, of whom the term of office expires today, as independent member of the supervisory board for a term of two years until and including the ordinary general meeting to be held in 2027. It appears from the information provided by Ms. Julie De Nul that the applicable legal requirements with respect to independence under Belgian law are satisfied. The supervisory board confirms that it has no indication of any element that could call into question such independence. The general meeting acknowledges the determination of the supervisory board that Ms. Julie De Nul can be considered independent under Belgian law, SEC and NYSE rules."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
8 Resignation of Mr. Patrick Molis as independent member of the supervisory board
Proposed decision:
"The general meeting approves the resignation of Mr. Patrick Molis, residing at Rue de Bourgogne 28, 75007 Paris, France, as an independent member of the supervisory board."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
9 Appointment of Compagnie Nationale de Navigation S.A.S., permanently represented by Mr. Patrick Molis, as independent member of the supervisory board
Proposed decision:
"The general meeting resolves to appoint Compagnie Nationale de Navigation S.A.S., a simplified public limited company (société par actions simplifiée) under the laws of France, with registered office at rue de Verneuil 4, 75007 Paris, France and registered under number 512 178 039 R.C.S. Paris ("Compagnie Nationale de Navigation"), permanently represented by Mr. Patrick Molis, as independent member of the supervisory board, for a term of two years until and including the ordinary general meeting to be held in 2027.
It appears from the information provided by Compagnie Nationale de Navigation, permanently represented by Mr. Patrick Molis, that the applicable legal requirements with respect to independence under Belgian law are satisfied. The supervisory board confirms that it has no indication of any element that could call into question such independence. The general meeting acknowledges the determination of the supervisory board that Compagnie Nationale de Navigation, permanently represented by Mr. Patrick Molis, can be considered independent under Belgian Law, SEC and NYSE rules."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
Proposed decision:
"For the execution of his/her mandate, every member of the supervisory board receives a gross fixed annual remuneration of EUR 60,000. The chairman receives a gross fixed annual remuneration of EUR 160,000. Each member of the supervisory board, including the chairman, shall receive an attendance fee of EUR 10,000 for each board meeting attended. The aggregate annual amount of the attendance fee shall not exceed EUR 40,000.
Every member of the audit and risk committee receives a gross fixed annual remuneration of EUR 20,000. The chairman of the audit and risk committee receives a gross fixed annual remuneration of EUR 40,000. Each member of the audit and risk committee, including the chairman, shall receive an attendance fee of EUR 5,000 for each committee meeting attended. The aggregate annual amount of the attendance fee shall not exceed EUR 20,000.
Every member of the remuneration committee, the corporate governance and nomination committee and the sustainability committee (who is also a member of the supervisory board) receives a gross fixed annual remuneration of EUR 5,000. The chairman of each of these committees receives a gross fixed annual remuneration of EUR 7,500. Each member of these committees, including the chairman, shall receive an attendance fee of EUR 5,000 for each committee meeting attended. The aggregate annual amount of the attendance fee shall not exceed EUR 20,000."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
11 Remuneration of the statutory auditor
Proposed decision:
"For the financial year ending 31 December 2025, the total amount of the remuneration for the statutory auditor is fixed at EUR 1,295,820 for the audit of the statutory and consolidated accounts, which includes the audit on financial reporting."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
12 Proxy Crossroad Bank for Enterprises, counters for enterprises, registers of the enterprise court, administrative agencies and fiscal administrations
Proposed decision:
"The general meeting decides to grant authority to Mr. Peter Laurijssen, Ms. Kathleen Denoodt, Ms. Sanae Aiau as well as any other duly authorised representative or
employee of the Company, to act alone with power to substitute, to fulfil all necessary formalities with the Crossroad Bank for Enterprises, counters for enterprises, registers of the enterprise courts, administrative agencies and fiscal administrations with respect to the decisions taken at the present meeting."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
Agenda of the special general meeting
- 1 Approvals of change of control clauses in credit agreements in accordance with Article 7:151 of the Code of Companies and Associations
- A. Approval of the change of control clauses in relation to the bridge facilities agreement dated 4 March 2025 in accordance with Article 7:151 of the Belgian Code of Companies and Associations
Proposed decision:
"The general meeting approves and, to the extent necessary, ratifies in accordance with Article 7:151 of the Code of Companies and Associations, all provisions of the following credit agreement which provides for a mandatory prepayment and/or cancellation in case of a change of control over the Company: a bridge facilities agreement dated 4 March 2025 entered into by CMB.TECH NV as borrower with (i) Crédit Agricole Corporate and Investment Bank, KBC Bank NV and Société Générale as bookrunning mandated lead arrangers and underwriters and, (ii) certain financial institutions listed therein as lenders, in respect of (a) a term loan bridge facility in an aggregate amount of USD 1,150,000,000 and (b) a term loan bridge facility in an aggregate amount of USD 250,000,000 (the "Bridge Facility")."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
B. Approval of the change of control clauses in relation to the bareboat charters of two bulk carriers dated 2 February 2024 in accordance with Article 7:151 of the Belgian Code of Companies and Associations
Proposed decision:
"The general meeting approves and, to the extent necessary, ratifies in accordance with Article 7:151 of the Code of Companies and Associations, all provisions of the following agreement which provides for a mandatory prepayment and/or cancellation in case of a change of control over the Company: the bareboat charters of two bulk carriers entered into between CMB.TECH Netherlands B.V. as charterers and Xiang T63 HK International Ship Lease Co. Limited and Xiang T64 HK International Ship Lease Co. Limited, subsidiaries of Bank of Communications Financial Leasing Co., Ltd., respectively, each as future owner of the relevant vessel, on 2 February 2024, whereby CMB.TECH NV (formerly known as Euronav NV), as of 2 May 2024, acts as "guarantor"."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
C. Approval of the change of control clauses in relation to the bareboat charters of five chemical tankers dated 13 October 2022 in accordance with Article 7:151 of the Belgian Code of Companies and Associations
Proposed decision:
"The general meeting approves and, to the extent necessary, ratifies in accordance with Article 7:151 of the Code of Companies and Associations, all provisions of the following agreement which provides for a mandatory prepayment and/or cancellation in case of a change of control over the Company: the bareboat charters of five chemical tankers entered into between CMB.TECH Netherlands B.V. as charterers and Sea 305 Leasing Co. Limited, Sea 306 Leasing Co. Limited, Sea 307 Leasing Co. Limited, Sea 308 Leasing Co. Limited and Sea 321 Leasing Co. Limited, subsidiaries of CMB Financial Leasing Co., Ltd., respectively, each as future owner of the relevant vessel, on 13 October 2022, whereby CMB.TECH NV (formerly known as Euronav NV), as of 19 August 2024, acts as "guarantor"."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
D. Approval of the change of control clauses in relation to the bareboat charters of two bulk carriers dated 14 December 2022 in accordance with Article 7:151 of the Belgian Code of Companies and Associations
Proposed decision:
"The general meeting approves and, to the extent necessary, ratifies in accordance with Article 7:151 of the Code of Companies and Associations, all provisions of the following agreement which provides for a mandatory prepayment and/or cancellation in case of a change of control over the Company: the bareboat charters of two bulk carriers entered into between CMB.TECH Netherlands B.V. as charterers and Sea 322 Leasing Co. Limited and Sea 323 Leasing Co. Limited, subsidiaries of CMB Financial Leasing Co., Ltd., respectively, each as future owner of the relevant vessel, on 14 December 2022, whereby CMB.TECH NV (formerly known as Euronav NV), as of 19 August 2024, acts as "guarantor"."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
E. Approval of the change of control clauses in relation to the bareboat charters of two bulk carriers dated 18 December 2023 in accordance with Article 7:151 of the Belgian Code of Companies and Associations
"The general meeting approves and, to the extent necessary, ratifies in accordance with Article 7:151 of the Code of Companies and Associations, all provisions of the following agreement which provides for a mandatory prepayment and/or cancellation in case of a change of control over the Company: the bareboat charters of two bulk carriers entered into between CMB.TECH Netherlands B.V. as charterers and Sea 22 Leasing Co. Limited and Sea 49 Leasing Co. Limited, subsidiaries of CMB Financial Leasing Co., Ltd., respectively, each as future owner of the relevant vessel, on 18 December 2023, whereby CMB.TECH NV (formerly known as Euronav NV), as of 19 August 2024, acts as "guarantor"."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
F. Approval of the change of control clauses in relation to a supplemental agreement dated 30 September 2024 to a credit facility agreement in accordance with Article 7:151 of the Belgian Code of Companies and Associations
Proposed decision:
"The general meeting approves and, to the extent necessary, ratifies in accordance with Article 7:151 of the Code of Companies and Associations, all provisions of the following credit agreement which provides for a mandatory prepayment and/or cancellation in case of a change of control over the Company: a supplemental agreement dated 30 September 2024 to a credit facility agreement dated 23 June 2021, as amended from time to time, entered into between (i) Windcat Workboats Holdings Ltd., Windcat Workboats B.V. and Windcat Workboats International B.V. as borrowers and (ii) KBC Bank NV and Belfius Bank SA/NV as lenders in respect of a credit facility of up to EUR 57,983,336 which may be increased to up to EUR 77,983,336, whereby CMB.TECH NV (formerly known as Euronav NV), as of 8 February 2024, acts as "guarantor"."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
2 Acknowledgement of supervisory board report and approval of the potential transfer of assets in accordance with Article 7:151/1 of the Code of Companies and Associations
Proposed decision:
2.1 "Acknowledgement and discussion of the report of the supervisory board in accordance with Article 7:151/1 of the Code of Companies and Associations with respect to a potential transfer of assets exceeding three quarters of the assets of the Company." 2.2 "Having discussed the report of the supervisory board, the general meeting resolves to approve the potential transfer of assets (as described in the board report) of the
Company or its subsidiaries in the event of an enforcement of the securities granted in the context of the Bridge Facility in accordance with Article 7:151/1 of the Code of Companies and Associations."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
3 Proxy Crossroad Bank for Enterprises, counters for enterprises, registers of the enterprise court, administrative agencies and fiscal administrations
Proposed decision:
"The general meeting decides to grant authority to Mr. Peter Laurijssen, Ms. Kathleen Denoodt, Ms. Sanae Aiau as well as any other duly authorised representative or employee of the Company, to act alone with power to substitute, to fulfil all necessary formalities with the Crossroad Bank for Enterprises, counters for enterprises, registers of the enterprise courts, administrative agencies and fiscal administrations with respect to the decisions taken at the present meeting."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
Agenda of the extraordinary general meeting
1 Authorization of the supervisory board to increase the share capital of the Company within the framework of the authorized capital.
Proposed decision:
1.1 "Acknowledgement and discussion of the report of the supervisory board in accordance with Article 7:199 of the Code of Companies and Associations with respect to the specific circumstances under which the supervisory board may make use of the authorized capital and the pursued objectives."
1.2 "Authorization of the supervisory board to increase the share capital of the Company and to issue convertible bonds or subscription rights, with the possibility to (i) restrict or suspend the preferential subscription rights of the existing shareholders, (ii) restrict or suspend the preferential subscription rights of the existing shareholders in favor of one or more specific persons, other than members of the personnel of the Company or of its subsidiaries, and (iii) increase the share capital by means of the conversion of reserves. Having discussed the report of the supervisory board, the general meeting resolves to authorize the supervisory board to increase the share capital of the Company and to issue convertible bonds or subscription rights, with the possibility to (i) restrict or suspend the preferential subscription rights of the existing shareholders, (ii) restrict or suspend the preferential subscription rights of the existing shareholders in favor of one or more specific persons, other than members of the personnel of the Company or of its subsidiaries, and (iii) increase the share capital by means of the conversion of reserves, in one or several times, within the framework of the authorized capital, for a total maximum amount of USD 239,147,500."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
2 Amendments to article 7 of the articles of association.
Proposed decision:
"The general meeting decides to replace article 7 of the articles of association in full with the following text:
"The supervisory board is authorized to increase the share capital in one or several times subject to the terms and conditions to be determined by the supervisory board and in accordance with the at the time of the share capital increase prevailing legal provisions. Furthermore, the supervisory board is authorized to decide in one or several times on the issue of convertible bonds, subordinated or otherwise, or subscription rights, whether or not linked to subordinated or unsubordinated bonds and which may lead to increases of share capital.
This authorization is granted for an amount of two hundred thirty-nine million one hundred forty-seven thousand five hundred (239,147,500) US Dollars. Upon deciding on a share capital increase or on an issue of the aforementioned convertible bonds or subscription rights to which in principle the preferential subscription rights of the existing shareholders apply, the supervisory board is authorized, in the company's interest, to (i) restrict or suspend the preferential subscription rights of the existing shareholders, (ii) restrict or suspend the preferential subscription rights of the existing
shareholders in favor of one or more specific persons, other than members of the personnel of the company or of its subsidiaries, or (iii) increase the share capital by means of the conversion of reserves. If the preferential subscription rights are suspended or restricted, the supervisory board may grant a right of priority to the existing shareholders on allotment of the new shares, convertible bonds or subscription rights. The reference value of the authorized capital by implementation of the applicable law amounts to [•] euro and [•] cents (EUR [•]). This value is based on the exchange rate of the US Dollar on [•] ([•]h[•]) published by the European Central Bank, as it appears from the bank statement delivered by BNP Paribas Fortis Bank on [•], attached to the authentic deed executed on 15 May 2025 before the Civil Law Notary Wesley Cielen, in Antwerp. The increases of the share capital decided upon under this authorization may be carried out by contribution in cash, by contribution in kind or by the incorporation of reserves, including the share premium account available for distribution. The reserves may be incorporated with or without new shares being issued.
In addition, the supervisory board is authorized to determine the dividend entitlement of the shares that will be issued following share capital increases and of the shares that will be issued following the conversion of the bonds or exercise of the subscription rights carried out under this authorization.
The supervisory board may exercise this authorization during the five years following publication of the decision of the extraordinary general shareholders' meeting of 15 May 2025. This authorization can be extended in accordance with the at the time of the renewal prevailing legal provisions."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
3 Renewal of the authorization of the supervisory board to acquire the Company's shares
Proposed decision:
"The general meeting resolves to renew the authorization of the supervisory board to acquire existing shares of the Company, for a maximum of 60,000,000 shares during a period of five years as from the publication of this decision in the Annexes to the Belgian Official Gazette, at a price per share not exceeding the maximum price allowed under applicable law and not less than EUR 0.01."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
4 Authorization of the supervisory board to dispose of the Company's shares to one or more specific persons, other than members of the personnel of the Company or its subsidiaries
"The general meeting resolves to grant the authorization to the supervisory board to dispose of the Company's shares to one or more specific persons, other than members of the personnel of the Company or its subsidiaries."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
5 Amendments to article 13 of the articles of association.
Proposed decision:
"The general meeting decides to amend article 13 of the articles of association whereby the following additional text will be included as paragraph 2:
"The supervisory board is authorized to dispose of the acquired shares of the company to one or more specific persons, other than members of the personnel of the company or one of its subsidiaries."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
6 Authorization to the notary public to amend and coordinate the articles of association in order to align these with the previous decisions.
Proposed decision:
"The general meeting decides to authorize the notary public to coordinate the articles of association in accordance with the aforementioned decisions."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
7 Proxy Crossroad Bank for Enterprises, counters for enterprises, registers of the enterprise court, administrative agencies and fiscal administrations
"The general meeting decides to grant authority to Mr. Peter Laurijssen, Ms. Kathleen Denoodt, Ms. Sanae Aiau as well as any other duly authorised representative or employee of the Company, to act alone with power to substitute, to fulfil all necessary formalities with the Crossroad Bank for Enterprises, counters for enterprises, registers of the enterprise courts, administrative agencies and fiscal administrations with respect to the decisions taken at the present meeting."
Vote:
If no choice is indicated, the mandatary will vote as recommended by the Supervisory Board.
For / Against / Abstention
* * *
The aforementioned votes apply to the shareholders' meetings that will be held on Thursday 22 May 2025. In case the aforementioned shareholders' meetings would be postponed or suspended, the aforementioned votes will also apply to the general meeting(s) that would be held having the same agenda:
□ yes □ no
Please tick the appropriate box. In the absence of an instruction, or if, for whatever reason, there is a lack of clarity with regard to the instruction given, the Undersigned will be deemed to have selected "yes".
Please note that in order to apply for such subsequent meetings, the holders of shares must again register for such meetings.
In case of amendments during the meeting to a proposed resolution or in case of a new proposed resolution:5
- □ the Undersigned votes for the amended or new proposed resolution
- □ the Undersigned votes against the amended or new proposed resolution
- □ the Undersigned abstains from the vote on the amended or new proposed resolution
This voting letter shall also serve as notification within the meaning of article 7:134,§2, lid 3 of the Belgian Code of Companies and Associations for the shareholders' meetings of the Company of Thursday 22 May 2025.
Done at on 2025
[signature]
___________________________
5 Please complete as appropriate. The absence of an instruction shall be counted as an instruction to vote as recommended by the Supervisory Board.