AGM Information • Apr 25, 2024
AGM Information
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Annual Ordinary Shareholders' Meeting of Viohalco SA (the Company) of 28 May 2024 at 12.00 pm (CET) at the registered office of the Company, 30 Avenue Marnix, 1000 Brussels, Belgium (the Meeting).
This signed form must be returned by Wednesday, 22 May 2024 at 5.00 pm (CET) at the latest to:
(1) by mail Viohalco SA Catherine Massion, deputy manager 30 Avenue Marnix 1000 Brussels (Belgium)
OR
(2) by electronic mail
A copy of the signed original form must be sent to: [email protected].
All electronic mail must be signed by means of electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation.
The undersigned (name and first name / name of the company)
………………………………………………………………………………………………………….......
Domicile / Registered office
……………………………………………………………………………………………………………..
……………………………………………………………………………………………………………...
Owner of dematerialised shares (*)
of Viohalco SA
registered shares (*)
number
votes by mail in the following way with respect to the Annual Ordinary Shareholders' Meeting of the Company that will be held on Tuesday, 28 May 2024 at 12.00 pm (CET) at the registered office, 30 Avenue Marnix, 1000 Brussels, Belgium (the Meeting) with all above-mentioned shares.
The vote of the undersigned on the proposed resolutions is as follows :(**)
(*) Cross out what is not applicable. (**) Please tick the appropriate boxes.
Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2023, including the allocation of results contained therein and the distribution of a gross dividend of EUR 0.12 per share.
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
| ----- | --------- | --------- | -- |
Proposed resolution: it is proposed to grant discharge to the members of the Board of Directors from any liability arising from the performance of their duties during the financial year ended on 31 December 2023.
$$\begin{array}{|c|c|c|c|c|}\hline\hline\text{FOR} & & & & \ \hline\hline\text{FOR} & & & & \ \hline\hline\end{array} \qquad \begin{array}{|c|c|c|}\hline\hline\text{AGANST} & & & \ \hline\hline\end{array} \qquad \begin{array}{|c|c|c|}\hline\hline\text{ABSTAN} & & & \ \hline\hline\end{array}$$
Proposed resolution: it is proposed to grant discharge to the statutory auditor from any liability arising from the performance of their duties during the financial year ended on 31 December 2023.
FOR AGAINST ABSTAIN

Proposed resolution: it is proposed to renew the appointment of Mr. Nikolaos Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2025;
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
| -- | ----- | --------- | --------- |
Proposed resolution: it is proposed to renew the appointment of Mr. Evangelos Moustakas as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2025;
FOR AGAINST ABSTAIN
Proposed resolution: it is proposed to renew the appointment of Mr. Michail Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2025;
| FOR | AGAINST | ABSTAIN | ||
|---|---|---|---|---|
Proposed resolution: it is proposed to renew the appointment of Mr. Ippokratis Ioannis Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2025;
| FOR | AGAINST | ABSTAIN | ||||||
|---|---|---|---|---|---|---|---|---|
| Proposed resolution: it is proposed to renew the appointment of Mr. Jean Charles Faulx as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2025; |
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| FOR | AGAINST | ABSTAIN | ||||||
| Proposed resolution: it is proposed to renew the appointment of Mr. shareholders' meeting to be held in 2025; |
Thanasis Molokotos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary |
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| FOR | AGAINST | ABSTAIN | ||||||
| Proposed resolution: it is proposed to renew the appointment of Mr. Xavier Bedoret as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2025; |
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| FOR | AGAINST | ABSTAIN | ||||||
| Proposed resolution: it is proposed to renew the appointment of Mr. Patrick Kron as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2025; |
||||||||
| FOR | AGAINST | ABSTAIN | ||||||
| Proposed resolution: it is proposed to renew the appointment of shareholders' meeting to be held in 2025; FOR |
AGAINST | Mr. Joseph Rutkowski as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary ABSTAIN |
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| Proposed resolution: it is proposed to renew the appointment of Ms. Marion Jenny Steiner Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2025; |
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| FOR | AGAINST | ABSTAIN | ||||||
| Proposed resolution: it is proposed to renew the appointment of Mrs. Margaret Zakos as member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2025; |
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| FOR | AGAINST | ABSTAIN | ||||||
| Proposed resolution: it is proposed to renew the appointment of Mr. Efthimios Christodoulou as independent member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2025; Mr. Christodoulou complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any element that might bring such independence into question; |
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| FOR | AGAINST | ABSTAIN | ||||||
| Proposed resolution: it is proposed to renew the appointment of Mrs. Kay Marie Breeden as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2025; Mrs. Breeden complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any element that might bring such independence into question; |
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ----- | --------- | --------- |
Proposed resolution: it is proposed to renew the appointment of Mrs. Astrid de Launoit as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2025; Mrs. De Launoit complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any element that might bring such independence into question;
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
Proposed resolution: it is proposed to renew the appointment of Mrs. Bernadette Christine Blampain as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2025; Mrs. Blampain complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any element that might bring such independence into question.
| FOR AGAINST ABSTAIN |
|---|
| --------------------------- |
Proposed resolution: it is proposed to approve the fees of the statutory auditor, PwC Bedrijfsrevisoren - Reviseurs d'entreprises SRL (head office in 1831 Diegem, Culliganlaan 5), in connection with the ESEF reporting for financial year 2023 for an amount of EUR 16.500 (plus VAT, out-of-pocket expenses and the IRE/IBR fee).
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ----- | --------- | --------- |
b. Change of representative.
Proposed resolution: it is proposed to approve that the firm PwC Reviseurs d'Entreprises SRL/PwC Bedrijfsrevisoren BV, having its head office at 1831 Diegem, Culliganlaan 5, in compliance with article 3:60 of the Belgian Code of Companies and Associations, give its capacity of statutory auditor, to Alexis Van Bavel BV (B00810), registered auditor, as permanent representative, in its turn represented by Alexis Van Bavel, registered auditor, as from 1 July 2024, replacing Marc Daelman.
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
c. Appointment of sustainability limited assurance auditor.
Proposed resolution: The Directive (EU) 2022/2464 of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, regarding sustainability reporting by companies, requires that an assurance engagement with a limited level of assurance is performed on the sustainability information. Pending the transposition of this European directive into national law, it is proposed to approve the appointment of the firm PwC Bedrijfsrevisoren BV/PwC Reviseurs d'Entreprises SRL, having its registered address at 1831 Diegem, Culliganlaan 5, to carry out this engagement. The aforementioned firm designates Alexis Van Bavel BV (B00810), registered auditor, as permanent representative, in its turn represented by Alexis Van Bavel, registered auditor. This engagement will be considered as a legal mission as provided for by the law transposing the Corporate Sustainability Reporting Directive (CSRD) once it is enacted.
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
Proposed resolution: it is proposed to approve the remuneration report for the financial year 2023 as set out in the 2023 annual report.
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
The shareholder who has cast his vote by validly returning the present form to the Company cannot vote in person or by proxy at the Meeting for the number of votes already cast.
*
If the Company publishes at the latest on Monday, 13 May 2024 a revised agenda for the Meeting to include new items or proposed resolutions upon the request of one or more shareholders in execution of Article 7:130 of the Belgian Code of Companies and Associations, the present form will remain valid for the items on the agenda it covers, provided it has validly reached the Company prior to the publication of such revised agenda. Notwithstanding the above, the vote cast in the present form on an item on the agenda will be null and void if the agenda has been amended concerning this item to include a new proposed resolution in application of Article 7:130 of the Belgian Code of Companies and Associations.
Done at …………………………………………., on …………………….
Signature(s): ……………………………………….(***)
(***) Legal entities must specify the name, first name and title of the natural person(s) who sign on their behalf.
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