Pre-Annual General Meeting Information • Mar 14, 2025
Pre-Annual General Meeting Information
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Abbreviated as "Xior"
Public Limited liability company (NV/SA), public regulated real estate company under Belgian law Frankrijklei 64-68, 2000 Antwerp (Belgium) RPR (Antwerp, Antwerp division) 0547.972.794 www.xior.be – email address : [email protected] (the "Company" or "Xior")
Since the extraordinary meeting of Friday March 14, 2025 did not achieve the required quorum, the shareholders, directors and statutory auditor of the Company are hereby invited to a new extraordinary general meeting of the Company to be held on Friday April 4, 2025 at 10:00 am (the "Extraordinary General Meeting").
The purpose of the Extraordinary General Meeting is to deliberate on the agenda and proposed resolutions listed below. The meeting will proceed at the Company's registered office.
1.1 Acknowledgment of the special report of the Board of Directors in accordance with Article 7:199 of the Companies and Associations Code regarding the renewal and extension of the authorised capital
As this is a mere acknowledgment, no proposal of decision is included in relation to this agenda item.
Company is provided, to increase the capital for five years by a maximum amount of 50% of the amount of the capital on the date of the Extraordinary General Meeting;
provided that the capital in the context of the authorised capital can never be increased by an amount higher than the capital on the date of the extraordinary general meeting that approved the authorisation (in other words, the sum total of the capital increases applying the proposed authorisations cannot exceed the amount of the capital on the date of the extraordinary general meeting that approved the authorisation).
provided that the capital under the authorised capital can never be increased by an amount higher than the capital on the date of the extraordinary general meeting that approved the authorisation (in other words, the sum total of the capital increases applying the proposed authorisations cannot exceed the amount of the capital on the date of the extraordinary general meeting that approved the authorisation).
The aforesaid authorisation is a complete renewal and extension of the existing authorisation provided for in Article 7, paragraph 1 until 3 of the Company's Articles of Association which will be replaced and modified by the aforesaid renewed and extended authorisations.
The proposal to renew and extend the authorization authorized capital is subject to the condition precedent of approval by the Financial Services and Markets Authority (FSMA) of the resulting amendment to the Articles of Association.
Please note that all dates and hours listed below are final dates and will not be extended due to weekends, holidays or any other reason.
Since the extraordinary meeting of Friday March 14, 2025 did not achieve the required quorum, the Extraordinary General Meeting to be held on Friday April 4, 2025 (with the same agenda mutatis mutandis), will be able to deliberate validly regardless of the amount of capital present or represented.
However, there must be a majority of at least three/fourths of the votes cast at the meeting.
Formalities for admission and exercise of voting rights: To be present or represented at the Extraordinary General Meeting and exercise voting rights, shareholders must comply with the provisions of Articles 26 and 27 of the Company's articles of association. To be admitted to the meeting, shareholders must prove that they are the actual owners of the relevant shares.
Registration: Only persons who are shareholders of the Company on the Record Date (as defined below) may participate in the Extraordinary General Meeting and exercise voting rights therein, based on the accounting registration of the shares in the shareholder's name on the Record Date, either by their registration in the share register or by their registration in the accounts of an authorised account holder or a settlement institution, irrespective of the number of shares held by the shareholder on the date of the meeting. March 21, 2025 (midnight Belgian time) will be the record date (the "Record Date").
Confirmation of participation: Shareholders who wish to participate in the Extraordinary General Meeting must give notice of their intention to do so before or no later than March 28, 2025: electronically to ABN AMRO Bank N.V. via www.abnamro.com/shareholder (in case of dematerialised shares whether or not via a financial intermediary on behalf of the shareholder); by e-mail to the Company, [email protected]; or by post to the Company, Frankrijklei 64-68, 2000 Antwerp – attn. Investor Relations). Holders of dematerialised shares must enclose with the notification a certificate issued by a recognised account holder or by a settlement institution showing the number of dematerialised shares registered in the name of the shareholder in his accounts on the Record Date and by which the shareholder has indicated his intention to participate in the Extraordinary General Meeting. In case of electronic notification to ABN AMRO Bank N.V., the authorised account holder or the settlement institution will provide this certificate electronically via the following website: www.abnamro.com/intermediary.
Proxy: Each shareholder may be represented at Extraordinary General Meeting by Mr Christian Teunissen, managing director of the Company, or by another person (who is not necessarily a shareholder), by means of a proxy with specific voting instructions.
A proxy can be given in two ways:
The proxy should arrive at the Company's registered office no later than March 28, 2025 via the ABN AMRO platform mentioned above, by ordinary mail (Frankrijklei 64-68, 2000 Antwerp – attn. Investor Relations) or by e-mail ([email protected]). Shareholders are requested to follow the instructions on the proxy form in order to be validly represented. Furthermore, shareholders wishing to be represented will have to follow the registration and confirmation procedure mentioned above.
The proxies given by shareholders related to the extraordinary general meeting of March 14, 2025 will also be valid for this Extraordinary General Meeting provided that the shareholder wishing to be represented again complies with the aforementioned registration and confirmation procedure.
Written questions: Shareholders may exercise their right to ask questions. Written questions to the directors or the statutory auditor must be submitted by ordinary mail or by e-mail to the Company's registered office (Frankrijklei 64-68, 2000 Antwerp – attn. Investor Relations; [email protected]) no later than March 28, 2025. More detailed information on the rights under Article 7:139 of the Companies and Associations Code is available on the Company's website (https://corporate.xior.be/en/investors/general-meeting). Only written questions submitted by shareholders who have complied with the formalities to be admitted to the meeting and have thus proven their capacity as shareholders on the Record Date will be answered at the relevant meeting.
Provision of documents: Each shareholder may, upon presentation of his certificate (in case of dematerialised shares), as soon as the convocation for the Extraordinary General Meeting is published,
obtain free of charge at the Company's registered office (Frankrijklei 64-68, 2000 Antwerp) a copy of the documents that will be submitted to the meeting, of the agenda of the meeting, which also contains a proposal for a resolution or a comment from the Board of Directors, and of the form that can be used to vote by proxy. These documents, as well as the information to be made available pursuant to Article 7:129 of the Companies and Associations Code, can be consulted on the Company's website (https://corporate.xior.be/en/investors/general-meeting).
Practical information: Shareholders seeking further information on the modalities of participation in the Extraordinary General Meeting can contact the Company (T +32 3 257 04 89; E [email protected]).
The Board of Directors
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