Image
The Annual General Meeting of Shareholders of TIE Kinetix N.V. (the "Company"), was held on Friday, March 26th, 2021 at 10:00 AM CET in Breukelen. Participation was possible by conference call only.
Agenda:
1. Opening and announcements*.
2. Proposal to adopt the minutes of the General Meeting of Shareholders of March 27, 2020.
3. a. Financial report of the Executive Board for the financial year 2020.*
b. Operational report of the Executive Board for the financial year 2020, outlook 2021, growth strategy and development FLOW.*
4. a. Proposal for adoption of the financial statements FY 2020.
b. Proposal for appropriation of Net result.
c. Proposal to discharge the members of the Executive Board.
d. Proposal to discharge the members of the Supervisory Board.
5. a. Proposal to reappoint Mr. Jan Sundelin as Chairman of the Executive Board for a period of four years until the Annual General Meeting of Shareholders to be held on March 28, 2025.
b. Proposal to reappoint Mr. Michiel Wolfswinkel as member of the Executive Board and Chief Financial Officer, for a period of 4 years, until and including the regular General Meeting of Shareholders on March 28, 2025.
6. a. Proposal to reappoint Mrs. Gerdy Harteveld as member of the Supervisory Board for a period of 2 years up to and including the regular General Meeting of Shareholders on March 31, 2023.
b. Proposal to reappoint Mr. Per Nordling as member of the Supervisory Board for a period of 3 years, up to and including the regular Annual General Meeting of Shareholders of March 29, 2024.
7. Proposal to advise on the Remuneration report FY 2019, subject to art. 2:136b, section 2 Dutch Civil Code.
8. Proposal to authorize the Board of Directors regarding the issue of shares (options, warrants, convertibles) and the restriction or exclusion of any pre-emptive rights.
9. Any other business and closing.*
(*) No vote will be taken on these agenda items.
The General Meeting of Shareholders will be held in Breukelen. With reference to the government-imposed measures relating to COVID-19, only the President of the Supervisory Board, the Chairman of the Executive Board and the Company Secretary will be present at this location.
All other participants can participate by telephone only. The dial-in code will be provided to the relevant participants by e-mail after registration.
The agenda with explanatory notes (Dutch only), the financial statements 2020 and further meeting documents are available via the company's corporate website (https://tiekinetix.com/en/annual-general-meeting-2021).
Record Date
Those entitled to attend and/or exercise voting rights at the General Meeting of Shareholders are those who:
a. on Friday, February 26, 2021, after all debits and credits have been processed (the "Record Date"), are registered in the Company's share deposits held by the intermediaries of Euroclear Nederland ("Intermediaries"); and
b. have been duly registered for participation in the General Meeting of Shareholders in accordance with the instruction below.
Participation in the Annual General Meeting of Shareholders
A shareholder wishing to participate in the General Meeting of Shareholders may apply in writing through his bank to Van Lanschot Kempen Wealth Management N.V., Beethovenstraat 300, 1077 WZ Amsterdam, until 10:00 a.m. on Friday, March 12, 2021. This notification must be accompanied by proof that the relevant shares are registered in the intermediary's records in the name of the relevant shareholder on the Record Date. The receipt which will then be issued will serve as the admission ticket for the meeting. Van Lanschot Kempen Wealth Management N.V. will arrange for the registration to be filed at the offices of the Company.
The notification must also state the e-mail address for the purpose of sending the dial-in code.
Proxy and Instruction to Vote
A shareholder who wishes to be represented at the General Meeting of Shareholders by a third party must - in addition to the requirements set out above - provide to the Company a copy of a proxy for that purpose. To grant a proxy, a shareholder must use the proxy form that can be obtained from Van Lanschot Kempen Wealth Management N.V., (fax number: +31 (0) 20 3489549 or e-mail address: proxyvoting@kempen.nl) or from the Company (telephone number: +31 (0) 88 3698000; e-mail address: investor.relations@tiekinetix.com) and can also be downloaded from the Company's website (investorcenter.tiekinetix.com). The form duly completed by the shareholder must be received by Van Lanschot Kempen Wealth Management N.V. before 10:00 a.m. on Friday, March 12, 2021. Proxy forms received thereafter may be rejected. The proxy form must also include the e-mail address for the purpose of sending the dial-in code.
Participation in the meeting may be made conditional on the identification of the participants.
On the day of the General Meeting of Shareholders the Company had 1,633,656 shares outstanding with a nominal value of EUR 0.10 per share, each representing one vote.
TIE Kinetix N.V. - Breukelen, February 12, 2021.
Attachment