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Qrf

Proxy Solicitation & Information Statement Apr 18, 2025

3990_rns_2025-04-18_3bdc1a50-e8ad-4d70-a245-5185a520e6ba.pdf

Proxy Solicitation & Information Statement

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PROXY FORM ANNUAL GENERAL MEETING OF QRF NV OGVV

The Company can be notified of the proxy form in writing by depositing it at the Company's registered office (Veldstraat 88A bus 401, 9000 Gent) or, preferably, sending it via email to [email protected]. In the latter case, it is sufficient to provide a scanned or photographed copy of the completed and signed proxy form as an attachment.

The Company must receive the filled out, dated and signed proxy form no later than 14 May 2025.

Shareholders can also additionally use an electronic proxy by using ABN AMRO's platform (www.abnamro.com/evoting). The electronic proxy must be received by ABN AMRO Bank N.V. no later than May 14, 2025.

Proxy forms that arrive late or do not comply with the required formalities will be rejected.

The undersigned, the shareholder

  1. Legal entity:
Company name:………………………………………………………………………………………….
Legal form:
……………………………………………………………………………………………………………
Company number: ………………………………………………………………………………………
Registered office:
……………………………………………………………………………………………………………
……………………………………………………………………………………………………………
Duly represented by:
……………………………………………………………………………………………………………
Residing at:
……………………………………………………………………………………………………………
OR
2. Natural person:
Surname:
……………………………………………………………………………………………………………
First name:
……………………………………………………………………………………………………………

Address:

……………………………………………………………………………………………………………
…………………………………………………………………………………………………….……….

Holder of:

………………………………dematerialised shares

………………………………ordinary registered shares

in

  • full ownership
  • bare ownership
  • usufruct

of the public Regulated Real Estate Company under Belgian law, the limited liability company, "Qrf", with its registered office at Veldstraat 88A bus 401, 9000 Gent, with enterprise number 0537.979.024, hereby appoints as proxy to:

…………………………………………………………………………………(the independent representative)

to represent him/her at the general meeting of Qrf, which is being held on Tuesday 20 May 2025, at 2:00 PM, at Veldstraat 88A bus 401, 9000 Gent and in his/her name to vote or abstain with the totality of the aforementioned shares on all points in the following agenda.

Please indicate your specific voting instructions for each proposed resolution1.

1 In the absence of clear voting instructions to the proxy holder, the proxy holder will be deemed to be abstained.

Agenda point Proposal for resolution AGREE NOT
AGREE
ABSTAIN
1 Acknowledgment
and
discussion of the annual
reports
from
the
sole
director,
in relation to the statutory
and consolidated annual
financial
statements
for
the Company, closing on
31 December 2024.
Since it is purely a matter of
acknowledgement,
no
resolution needs to be adopted
by the general meeting.
2 Acknowledgment
and
discussion of the reports
from the Auditor in relation
to
annual
financial
statements mentioned in
agenda point 1.
Since it is purely a matter of
acknowledgement,
no
resolution needs to be adopted
by the general meeting.
3 Acknowledgment
and
discussion
of
the
consolidated
annual
financial
statements
for
the Company, closing on
31 December 2024.
Since it is purely a matter of
acknowledgement,
no
resolution needs to be adopted
by the general meeting.
4 Approval of the statutory
annual
financial
statements
for
the
Company, closing on 31
December 2024.
The general meeting approves
the statutory annual financial
statements for the Company,
closing on 31 December 2024.

Agenda point Proposal for resolution AGREE NOT
AGREE
ABSTAIN
5 Approval of the allocation of
the profit for the financial
year ending 31 December
2024.
The general meeting decides
to allocate the profit for the
past
financial
year
in
the
manner proposed by the sole
director, by which a gross
dividend of 0.84
EUR per
share
will
be
paid
for
7,798,886 shares entitled to
receive dividends.
6 Approval
of
the
remuneration report, which
forms a specific part of the
statement
on
sound
governance.
The
general
meeting
approves
the
remuneration
report
in
relation
to
the
financial
year
ending
31
December 2024.
7 Approval
of
the
remuneration of the sole
director for the financial year
ending 31 December 2024.
The
general
meeting
approves the calculation of
the remuneration of the sole
director for the financial year
ending 31 December 2024 for
an amount of 299,774 EUR. In
addition, as stipulated in the
articles of association, costs
incurred for an amount of
308,348 EUR are reimbursed.
8 Granting of discharge to the
sole director, the permanent
representative of the sole
director and the Auditor.
The general meeting grants,
by separate vote, discharge to
the
sole
director,
the
permanent representative of
the
sole
director
and
the
Auditor regarding the duties
performed by them during the
financial
year
ending
31
December 2024.

Agenda point Proposal for resolution AGREE NOT
AGREE
ABSTAIN
9 Reappointment
of
the
Company's auditor.
The general meeting appoints
KPMG
Bedrijfsrevisoren
BV/SRL
(B00001),
Luchthaven Brussel Nationaal
1K
at
1930
Zaventem
(hereinafter
'KPMG'),
as
auditor for a term of 3 years,
for the audit of the annual
accounts
of
Qrf
NV.
The
mandate will expire after the
general
meeting
held
to
deliberate on the financial
statements for the financial
year ending 31 December
2027. KPMG has appointed
Mr Filip De Bock (IBR No
A01913), company auditor, as
permanent
representative.
The auditor's remuneration for
the audit of the statutory and
consolidated
financial
statements is set at EUR
47,000, excluding VAT and
contributions
payable
by
KPMG
to
the
Institute
of
Company Auditors, for the
financial
year
ending
31
December 2025. This fee will
be
adjusted
each
year
according to the evolution of
the health index.
10 Questions
from
the
shareholders
to
the
directors
with
respect
to
their reports or the agenda
items and questions to the
Auditor with respect to his
reports.
No voting required.

The Grantor declares to be aware of the fact that after notification of the convocation to participate in the General Meeting one or more shareholders who together own at least 3% of the share capital of the Company, may place new items on the agenda for the meeting or new proposals for decisions with regard to matters included on the agenda or to be included therein.

No later than 5 May 2025 the Company will publish an amended agenda if it has received in a valid manner new items or proposals for decision which must be included in the agenda of the meeting. In that case the Company will provide the shareholders with a new proxy form containing these new items or proposals for decisions and the following rules shall apply:

(a) if this proxy has been validly notified to the Company before publication of the changed agenda of the meeting and the shareholder no new proxy form with voting instructions on the new topics and proposed resolutions on the agenda sent to the Company, this proxy will remain valid for the subjects and the proposed resolutions on the agenda of the meeting originally mentioned in the proxy and that have remained unchanged. For the new to be treated topics and proposed resolutions the proxy holder will abstain;

(b) if no proxy has been validly notified to the Company before the announcement of the changed agenda of the meeting, will only be the new proxy form be eligible to vote on the topics and proposed resolutions on the renewed agenda of the meeting.

This proxy is irrevocable. The shareholders who have granted a valid proxy for the meeting can no longer vote in person or by letter.

Done at …………………………………….……………., on ………/…….…/2025

Signatures: ………………………………………. (*)

(*) Legal entities must indicate the name, first name and position of the persons signing the power of attorney.

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