Free English translation For information purposes only
VOTE BY CORRESPONDENCE
ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF 10 MAY 2022
(A copy of) this duly completed, dated and signed form must be received by the Company on 4 May 2022 at the latest:
- by ordinary letter (to Belliardstraat / rue Belliard 40 box 11, 1040 Brussels), or - by e-mail (toshareholders@aedifica.eu).
Voting forms received late or failing to comply with the required formalities will be rejected.
The undersigned,
Legal entity:
Corporate name and legal form: | |
Seat: | |
Company number: | |
Validly represented by1: | 1. 2. |
Natural person:
Name and first name: |
Address: |
Owner of __________________ registered shares (in full property / in usufruct / in bare property)2 and __________________ dematerialised shares (in full property / in usufruct / in bare property)3 of the limited liability company "AEDIFICA", a public regulated real estate company under Belgian law, with office at 1040 Brussels, Belliardstraat / rue Belliard 40 box 11, RLE Brussels 0877.248.501, (hereafter, "Aedifica" or the "Company")
1 In case of signature on behalf of a legal entity, please specify name, first name and title of natural person(s) and provide supporting documentation confirming representation powers. In the absence thereof, the undersigned declares and certifies to Aedifica NV/SA to have the necessary power of attorney to sign this form on behalf of the shareholder.
2 Delete as appropriate.
3 Delete as appropriate.
votes as follows, by correspondence, regarding the following proposed resolutions at the Ordinary General Meeting of shareholders of the Company to be held at hotel Hilton Brussels Grand Place, Europakruispunt 3 / Carrefour de l'Europe 3, 1000 Brussels, on 10 May 2022 at 15:00 CET (see agenda as published in the Belgian State Gazette, De Tijd and L'Echo and on the websitehttps://aedifica.eu/investors/shareholder-information/). (Please circle your choice):
1. Presentation of the annual report | NO VOTE REQUIRED | ||
2. Presentation of the reports of the statutory auditor | NO VOTE REQUIRED | ||
3. Presentation of the consolidated annual accounts | NO VOTE REQUIRED | ||
4. Approval of the statutory annual accounts closed per 31 December 2021 and allocation of financial results Approval of the distribution of a gross dividend of EUR 3.40 per share (divided as follows between coupon no. 28: EUR 1.5370 and coupon no. 29: EUR 1.8630) | YES YES | NO NO | ABSTAIN ABSTAIN |
5. Approval of the remuneration report | YES | NO | ABSTAIN |
6. Discharge to Mr Serge Wibaut Discharge to Mr Stefaan Gielens Discharge to Ms Ingrid Daerden Discharge to Mr Jean Franken Discharge to Mr Sven Bogaerts Discharge to Ms Katrien Kesteloot Discharge to Ms Elisabeth May-Roberti Discharge to Mr Luc Plasman Discharge to Ms Marleen Willekens Discharge to Mr Charles-Antoine van Aelst Discharge to Mr Pertti Huuskonen | YES YES YES YES YES YES YES YES YES YES YES | NO NO NO NO NO NO NO NO NO NO NO | ABSTAIN ABSTAIN ABSTAIN ABSTAIN ABSTAIN ABSTAIN ABSTAIN ABSTAIN ABSTAIN ABSTAIN ABSTAIN |
7. Discharge to EY Bedrijfsrevisoren represented by Mr Joeri Klaykens BV/SRL, | YES | NO | ABSTAIN |
8. Appointment of:
Remuneration of Ms Waldburg in the same way as the other non-executive directors within the framework of the remuneration policy. The mandate of the executive director will not be separately remunerated. | YES YES YES | NO NO NO | ABSTAIN ABSTAIN ABSTAIN |
9. Approval of change of control clauses in the credit agreement with KBC Bank NV/SA of 8 June 2021 Approval of change of control clauses in the credit agreements with BNP Paribas Fortis NV/SA of 23 June 2021
YES
NO
ABSTAIN
YES
NO
ABSTAIN
Approval of change of control clauses in the credit agreement with Belfius Bank NV/SA of 12 July 2021
YES
NO
ABSTAIN
Approval of change of control clauses in the credit agreement with ING Belgium NV/SA of 15 July 2021
YES
NO
ABSTAIN
Approval of change of control clauses in the credit agreements with ABN AMRO Bank NV/SA of 27 July 2021 and 22 November 2021 Approval of the change of control provisions under Condition 6(c) of the terms and conditions of the Sustainable Notes issued by the Company on 9 September 2021 | YES YES | NO NO | ABSTAIN ABSTAIN |
10. Approval annual accounts of stamWall BV/SRL for the period from 1 January 2021 until 30 June 2021 (including) Approval annual accounts of Familiehof BV/SRL for the period from 1 January 2021 until 30 June 2021 (including) | YES YES | NO NO | ABSTAIN ABSTAIN |
11.Discharge of the directors stamWall BV/SRL for the period from 1 January 2021 until 30 June 2021 (including), and, insofar as required, from 1 July 2021 until 9 November 2021):
Discharge of the directors of Familiehof BV/SRL for the period from 1 January 2021 until 30 June 2021 (including), and, insofar as required, from 1 July 2021 until 9 November 2021):
| YES YES YES YES YES YES YES YES | NO NO NO NO NO NO NO NO | ABSTAIN ABSTAIN ABSTAIN ABSTAIN ABSTAIN ABSTAIN ABSTAIN ABSTAIN |
12. Discharge of BST Réviseurs d'Entreprises BV/SRL, represented by Mr Vincent Dumont (statutory auditor stamWall from 1 January 2021 until 30 June 2021 (including), and, insofar as required, from 1 July 2021 until 9 November 2021) Discharge of EY Bedrijfsrevisoren BV/SRL, represented by Mr Joeri Klaykens (statutory auditor Familiehof from 1 January 2021 until 30 June 2021 (including), and, insofar as required, from 1 July 2021 until 9 November 2021) | YES YES | NO NO | ABSTAIN ABSTAIN |
13. Miscellaneous | NO VOTE REQUIRED | ||
* *
*Shareholders who vote by duly returning this voting form can no longer vote in person or by proxy at the Ordinary General Meeting for the number of shares mentioned above.
If the Ordinary General Meeting is unable to validly deliberate or if it is adjourned for any reason whatsoever, this form for vote by correspondence remains valid for each subsequent meeting with the same agenda. However, this only applies in so far as the undersigned has complied in due time with the required participation and voting formalities for subsequent meetings.
In case new items or proposals for resolution are put on the agenda pursuant to Article 7:130 of the Belgian Code of companies and associations (see convocation notice for more information), the Company will make available an updated form for vote by correspondence on its website. In such case, the Company strongly recommends to use the updated form for vote by correspondence. If a form for vote by correspondence was provided to the Company with respect to the initial agenda and no updated form for vote by correspondence would be received (in time) by the Company for the amended agenda, the forms for vote by correspondence which have been validly notified to the Company before the publication of the revised agenda, will remain valid for the agenda items mentioned in the agenda. Notwithstanding the foregoing, the votes cast on this form with respect to the items included in the agenda for which new proposed resolutions have been submitted will be null and void.
Done at
, on
2022.
……………………………………………………………………………… (name and first name / corporate name and legal form)
………………………………………………………………………… .… (signature)
Shareholders who wish to vote by correspondence have to comply with the procedure relating to registration and notification of participation as described in the convocation notice and attach the requested documents as annexes to this form.
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Aedifica SA published this content on 31 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2022 05:35:03 UTC.