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Xior Student Housing — Proxy Solicitation & Information Statement 2026
Apr 14, 2026
4028_rns_2026-04-14_40d09fb0-4e15-44a4-bbf9-ec8d81b241e1.pdf
Proxy Solicitation & Information Statement
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Xior Student Housing
Public Limited Company, PRREC according to Belgian law
Frankrijklei 64-68, 2000 Antwerp (Belgium)
RPR (Antwerp Register of Companies, Antwerp division) 0547.972.794
(the "Company" or "Xior")
CONVENING NOTICE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 21 MAY 2026
The shareholders, directors and statutory auditor of Xior Student Housing NV are hereby invited to the ordinary general meeting of the Company (the "General Meeting"), to be held on 21 May 2026 at 10:00 a.m. at the Company's registered office, in order to deliberate on the following agenda and proposals for resolution.
AGENDA OF THE ORDINARY GENERAL MEETING
1. Xior Student Housing NV
1.1. Acknowledgement of the annual reports of the Board of Directors relating to the statutory and consolidated annual accounts of the Company as at 31 December 2025.
Since this is a mere acknowledgement, no proposed resolution is included with respect to this agenda item.
1.2. Acknowledgement of the reports of the Statutory Auditor of the Company concerning the statutory and consolidated annual accounts of the Company as at 31 December 2025.
Since this is a mere acknowledgement, no proposed resolution is included with respect to this agenda item.
1.3. Acknowledgment of the consolidated annual accounts of the Company as at 31 December 2025.
Since this is a mere acknowledgement, no proposed resolution is included with respect to this agenda item.
1.4. Approval of the statutory annual accounts of the Company closed on 31 December 2025 and allocation of the result.
Proposed resolution: The General Meeting approves the statutory financial statements of the Company as at 31 December 2025, including the allocation of the result. Consequently, a dividend of EUR 1,7680 gross or EUR 1,2376 net per share will be paid for 2025 (taking into account the dividend entitlement of (respectively coupons that are detached or will be detached from) the
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shares, represented by coupon n°27 (amounting to EUR 0,4989 gross) and coupon n°28 (amounting to EUR 1,2691 gross)).
1.5. Approval of the Company's remuneration policy.
Proposed resolution: The General Meeting approves the remuneration policy, which forms part of the Company's Corporate Governance Charter. No material changes have been made to the remuneration policy.
1.6. Approval of the remuneration report, which forms a specific part of the corporate governance statement.
Proposed resolution: The General Meeting approves the remuneration report, which forms a specific part of the corporate governance statement.
1.7. Reappointment directors.
The board of directors confirms that it has no indication of any element that could question the independence of Colette Dierick, Conny Vandendriessche, Joost Uwents, Wilfried Neven, and Wouter De Maeseneire as defined in Article 7:87 of the Belgian Companies and Associations Code.
Proposed resolution: The General Meeting reappoints, subject to FSMA approval:
- Christian Teunissen as executive director;
- Frederik Snauwaert as executive director;
- Colette Dierick as a non-executive independent director: the General Meeting acknowledges that based on the information available to the Company, Colette Dierick still qualifies as an independent director according to the independence criteria of Article 7:87 of the Belgian Companies and Associations Code, and
- Conny Vandendriessche as non-executive independent director: the General Meeting acknowledges that based on the information available to the Company, Conny Vandendriessche still qualifies as independent director according to the independence criteria of Article 7:87 of the Belgian Companies and Associations Code.
The General Meeting decides that each of these mandates will start at the close of this General Meeting (which signals the end of the previous board mandate), and will end at the closing of the General Meeting that will decide on the annual financial statements for the financial year ending 31 December 2029. The General Meeting decides that each of these mandates will continue to be remunerated in the same way.
The General Meeting then reappoints, subject to approval by the FSMA:
- Joost Uwents as non-executive independent director: the General Meeting acknowledges that based on the information available to the Company, Joost Uwents still qualifies as independent
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director according to the independence criteria of Article 7:87 of the Belgian Companies and Associations Code;
- Wilfried Neven as non-executive independent director: the General Meeting acknowledges that based on the information available to the Company, Wilfried Neven still qualifies as independent director according to the independence criteria of Article 7:87 of the Belgian Companies and Associations Code, and
- Wouter De Maeseneire as non-executive independent director: the General Meeting acknowledges that based on the information available to the Company, Wouter De Maeseneire still qualifies as independent director according to the independence criteria of Article 7:87 of the Belgian Companies and Associations Code.
The General Meeting decides that each of these mandates will start at the close of this ordinary General Meeting (i.e. at the end of the previous board mandate) and shall end at the close of the ordinary General Meeting that will decide on the annual accounts for the financial year ending 31 December 2026. With the exception of the mandate of the chairman, Wilfried Neven (see agenda item 1.8), the General Meeting decides that each of these mandates will continue to be remunerated in the same manner.
In view of the imminent expiry of the twelve-year independence period (in accordance with the 2020 Corporate Governance Code) in 2027 for Joost Uwents, Wilfried Neven, and Wouter de Maeseneire, the aforementioned directors will be reappointed for one year. The Company will conduct a thorough analysis of the composition of the Board of Directors during 2026.
1.8. Approval of adjustment to the remuneration of the Chairman of the Board of Directors.
Proposed resolution: The General Meeting approves to adjust the remuneration of the Chairman of the Company's Board of Directors with effect from 1 January 2026, as follows: the fixed annual remuneration will be increased to EUR 75.000. The existing lump-sum expense allowance of EUR 2.500 per year remains unchanged. No attendance fees are paid for participation in meetings of the Board of Directors.
The nomination- and remuneration committee conducts a bi-annual analysis of the remuneration of the directors. The Company aims to position itself at the median of the benchmark group. The reference group identified by the Company in this regard consists of a group of comparable listed
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real estate companies. This analysis by the appointment- and remuneration committee has led to the aforementioned proposal to increase the remuneration of the chairman.
1.9. Discharge to the directors of the Company.
Proposed resolution: The General Meeting grants discharge to the directors of the Company for their mandate for the financial year ended on 31 December 2025.
1.10. Discharge to the Company's Auditor.
Proposed resolution: The General Meeting grants discharge to the Company's Auditor for its mandate for the financial year ended on 31 December 2025.
2. Approval pursuant to Article 7:151 of the Belgian Companies and Associations Code
In connection with the financing of its operations, the Company has entered into the following (re)financing agreements:
i) a credit agreement (Revolving Loan Facility Agreement), dated 19 June 2025 for an amount of EUR 35.000.000 EUR between the Company as borrower and Argenta Spaarbank as lender, (ii) a credit agreement (Revolving Facility Agreement) dated 5 November 2025 for an amount of 50.000.000 EUR (Revolving Facility A) and an amount of 50.000.000 EUR (Revolving Facility B) between the Company as borrower and Coöperatieve Rabobank U.A. as lender, (iii) a credit agreement (Term Loan Facility Agreement) dated 19 December 2025 for an amount of 25.000.000 EUR between the Company as borrower and Industrial and Commercial Bank of China (Europe) S.A. Brussels Branch as lender, (iv) a credit agreement (Term Facility Agreement) dated 1 December 2025 for an amount of 10.000.000 EUR between the Company as borrower and Caisse d'Epargne et de Prevoyance Hauts de France as lender, (v) a credit agreement (Committed Term Loan Facility Agreement) dated 30 July 2025 for an amount of 15.000.000 EUR between the Company as Borrower and ING Belgium NV as lender (vi) a credit agreement (Amended and Restated Revolving Loan Facility Agreement) dated 16 June 2025 for the respective amounts of 60.000.000 EUR (revolving facility A), 50.000.000 EUR (revolving facility B), 50.000.000 EUR (revolving facility C) en 50.000.000 EUR (revolving facility D) between the Company as borrower and ABN AMRO Bank NV as lender, (vii) Addendum No. 2 dated 8 September 2025 to the credit agreement (Investment Facility Agreement) dated 23 October 2019 for the amount of EUR 25.000.000 between the Company as borrower and Banque de Luxembourg S.A. as lender; and (viii) a business loan dated 15 September 2025 for the amount of EUR 10.000.000 between the Company as borrower and VDK Bank N.V. as Borrower, (ix) a Term Loan Facility Agreement dated 30 March 2026 for the amount of EUR 25.000.000 between the Company as borrower and Argenta Spaarbank N.V. as lender; and (x) a credit agreement (Term Loan Facility Agreement) dated 30 March 2026 for an amount of EUR 20.000.000 between the Company as borrower and Argenta Spaarbank N.V. as lender (together the "Financing Agreements").
These Financing Agreements contain, inter alia, provisions granting rights to third parties (in particular the financing banks, in this case Argenta Spaarbank N.V., Coöperatieve Rabobank U.A.,
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Industrial and Commercial Bank of China (Europe) S.A. Brussels Branch, Caisse d'Epargne et de Prevoyance Hauts de France, ING Belgium N.V., ABN AMRO Bank NV, Banque de Luxembourg S.A. and VDK Bank N.V.) that may have an impact on the assets of the Company or create a debt or an obligation for the Company (among others, cancellation of credit lines and/or immediate acceleration and repayment). The exercise of these rights is subject to a change of control (as defined in the respective Financing Agreements) over (or a public take-over bid on) the Company.
Proposed resolution: The General Meeting approves, with application of article 7:151 of the Belgian Companies and Associations Code, the fact that the Company is party to the Financing Agreements and that certain provisions of the Financing Agreements grant rights to third parties that affect the assets of the Company or create a debt or an obligation to be borne by the Company, the exercise of which is subject to a change of control (as defined in the respective Financing Agreements) over (or a public takeover bid for) the Company.
3. Power of attorney
Proposed resolution: The General Meeting decides to grant power of attorney to the directors, each acting individually and with the right of substitution, to perform all acts necessary or useful for the implementation of the resolutions adopted.
In view of the foregoing resolutions, the General Meeting also decides to grant power of attorney to Sofie Robberechts, Pieter Bogaert, Julie Vuylsteke, and Ismail Mintas, each acting individually and with the right of substitution, to perform all acts necessary or useful for the fulfillment of the formalities (including, but not limited to, the preparation and signing of all necessary documents and forms) with a view to (i) the filing of these minutes (or an extract thereof) with the clerk's office of the competent commercial court, (ii) the publication in the Annexes to the Belgian Official Gazette, and (iii) where applicable, the registration or amendment of the data in the Crossroads Bank for Enterprises.
Information for shareholders
Please note that all dates and hours listed below are final deadlines and will not be extended due to weekends, public holidays or any other reason.
Amendment of the agenda: Shareholders who alone or jointly hold at least 3% of the capital of the Company shall be entitled to have items placed on the agenda of the ordinary General Meeting and to submit proposals for resolutions (relating to items included or to be included on the agenda).
The requests to that effect must reach the Company by 29 April 2026 at the latest by ordinary mail (Frankrijklei 64-68, 2000 Antwerp, FAO Investor Relations) or by e-mail ([email protected]) (Article 7:130 of the Belgian Companies and Associations Code). The Company shall acknowledge receipt of the requests by e-mail or by letter within a period of 48 hours from receipt. More detailed information on the rights pursuant to Article 7:130, §2 of the Belgian Companies and Associations Code is made available to shareholders on the website of the Company (https://corporate.xior.be/en/investors/general-meeting).
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If the Company receives any requests to supplement the agenda and/or proposed resolutions, it shall (i) add such proposed resolutions to its website as soon as possible after receiving them, and (ii) publish amended agenda and amended proxy forms on its website, no later than 6 May 2026.
Formalities for admission and exercise of voting rights: In order to be represented and exercise voting rights at the ordinary General Meeting, shareholders must comply with the provisions of Articles 26 and 27 of the Company's articles of association. In order to be admitted to the meeting, shareholders must prove that they are the actual owner of the shares concerned.
Registration: Only persons who are shareholders of the Company on the Record Date (as defined below) may participate in the ordinary General Meeting and exercise the voting rights therein, on the basis of the accounting registration of the shares in the name of the shareholder on the Record Date, either by their registration in the share register or by their registration in the accounts of a recognized account holder or a settlement institution, regardless of the number of shares held by the shareholder on the date of the meeting. 7 May 2026 (24:00 hours Belgian time) shall be the record date (the "Record Date").
Confirmation of participation: Shareholders who wish to participate in the ordinary General Meeting must, before or at the latest on 15 May 2026, notify their intention to do so: electronically to ABN AMRO Bank N.V. via www.abnamro.com/shareholder (in case of dematerialised shares whether or not through a financial intermediary at the instruction of the shareholder); via e-mail to the Company, [email protected]; or by mail to the Company, Frankrijklei 64-68, 2000 Antwerp - FAO Investor Relations). Holders of dematerialised shares must enclose with the notification a certificate issued by a recognised account holder or a settlement institution certifying the number of dematerialised shares registered in the shareholder's name in its accounts on the Record Date with which the shareholder has indicated its intention to participate in the ordinary General Meeting. In the event of electronic notification to ABN AMRO Bank N.V., the authorized account holder or the settlement institution shall provide such certificate electronically via the following website: www.abnamro.com/intermediary.
Proxy: Each shareholder may be represented at the ordinary 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 power of attorney with specific voting instructions.
A power of attorney can be issued in two ways:
- By using ABN AMRO's platform (www.abnamro.com/evoting): if a shareholder has registered via this platform, the shareholder can give a proxy with voting instructions via an electronic form – this proxy can only be granted to Mr. Christian Teunissen;
- By using a written power of attorney, for which a form is available at the registered office of the Company or can be downloaded from its website (https://corporate.xior.be/en/investors/general-meeting) – this proxy may be given to Mr. Christian Teunissen as well as to any other person.
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The proxy must arrive at the Company's registered office via the abovementioned ABN AMRO platform, by ordinary mail (Frankrijklei 64-68, 2000 Antwerp – FAO Investor Relations) or by e-mail ([email protected]) no later than 15 May 2026. The shareholders are requested to follow the instructions set out in the proxy form in order to be validly represented. In addition, shareholders wishing to be represented will have to comply with the registration and confirmation procedure mentioned above.
Written questions: Shareholders may exercise their right to ask questions. Written questions to the directors or the statutory auditor should be submitted by ordinary mail or by e-mail to the registered office of the Company (Frankrijklei 64-68, 2000 Antwerp – FAO Investor Relations; [email protected]) at the latest on 15 May 2026. More detailed information on the rights pursuant to Article 7:139 of the Belgian Companies and Associations Code is made 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 meeting.
Provision of documents: Each shareholder may, upon presentation of his certificate (in case of dematerialised shares), as soon as the convocation for the ordinary General Meeting has been published, obtain at the Company's registered office (Frankrijklei 64-68, 2000 Antwerpen), free of charge, a copy of the documents that will be submitted to the meeting, the agenda of the meeting, which also contains a proposal for resolution or a commentary by the Board of Directors, and the form that can be used for voting by proxy. These documents, as well as the information that must be made available in accordance with Article 7:129 of the Belgian Companies and Associations Code, can be consulted on the Company's website (http://www.xior.be/nl/investor/investor-relations).
Practical information: Shareholders who wish to obtain further information on the modalities of participation in the ordinary general meeting may contact the Company (T +32 3 257 04 89; E [email protected]).
The Board of Directors