Proxy Solicitation & Information Statement • May 5, 2022
Proxy Solicitation & Information Statement
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Undersigned, Surname and first name/ company name: ……………………………………………………………............................................................. Address/ Registered office: …………………………………………………………………………….…………........................ owner(s) of ……………………………………….…dematerialized SIPEF shares registered at the recognized accountholder or financial institution stated below: ............................................................................................... ............................................................................................... ...............................................................................................
......................................................... SIPEF- registered shares
possession of which was established on the registration date, 25 May 2022 at 12 p.m. Belgian time and for which undersigned wishes to take part in and vote at the ordinary shareholders' meeting of June 8, 2022.
hereby states that he/she grants a proxy, with the possibility of substitution, to:
..........................................................................................................
to represent him/her at the ordinary shareholders' meeting of 8 June 2022, as well as at any following shareholders' meeting with the same agenda that is held at a later date due to adjournment, suspension or a new convocation.
According to article 7:143 of the Companies Code, there is a potential conflict of interest if the proxyholder: 1° is the company itself, or one of its subsidiaries; 2° is a member of the board of directors or one of the governing bodies of the company or its subsidiaries; 3° is an employee or auditor of the company or its subsidiaries; 4° has a parental relationship with a natural person as referred to in 1° through 3°, or is the spouse or the legally cohabitating partner of such a person or of a relation of such a person.
A potential conflict of interest arises if no proxyholder is designated. In such a case, the company will designate a member of its board of directors or of its executive committee or an employee as proxyholder.
In the event of a conflict of interest between the proxyholder and SIPEF, the following rules will apply:
SIPEF accordingly invites you to express your specific instructions by ticking the boxes below for each item on the agenda. If no specific voting instruction with regard to an item on the agenda in question is stated on the proxy form, it is assumed that the proxyholder has received the specific instruction to vote "For" this item.
The proxyholder must abstain from the vote on new items to be treated that are added to the agenda in compliance with the relevant stipulations of the Companies Code and of the articles of association on the request of certain shareholders.1
1. Report of the board of directors for the financial year ended December 31, 2021
For [ ] Against [ ] Abstention [ ]
Proposal to grant discharge to the directors for the performance of their duties during the financial year ended 31 December 2021.
For [ ] Against [ ] Abstention [ ]
1 Delete if you expressly wish to authorize the proxyholder to vote on these agenda items
Proposal to grant discharge to the auditor for the performance of his duties during the financial year ended 31 December 2021.
For [ ] Against [ ] Abstention [ ]
For [ ] Against [ ] Abstention [ ]
6.1.b.Proposal to re-elect Priscilla Bracht, whose current term of office expires at the end of the shareholders' meeting of 8 June 2022, for a term of four (4) years.
For [ ] Against [ ] Abstention [ ]
6.2. Appointment of a new director
Proposal to appoint Alexandre Delen as new director for a period of four (4) years.
For [ ] Against [ ] Abstention [ ]
Proposal to approve the remuneration report for the financial year ended 31 December 2021.
For [ ] Against [ ] Abstention [ ]
| Signed at ………………………on ………………………………….…2022. |
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Date and signature preceded by handwritten mention "good for proxy", if the proxy is sent by mail or by email.
To be valid this proxy must be at the latest by Thursday 2 June 2022 duly completed and signed in the possession of SIPEF, addressed to Johan Nelis, by mail (Calesbergdreef 5, 2900 Schoten) or by email ([email protected]).
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