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General Meeting of Shareholders of TIE Kinetix N.V. (the "Company"), to be held on Friday, March 24, 2023 at 10:00 a.m. in Breukelen, Stationsweg 91, 3621 LK Breukelen in (hotel Van der Valk).
Agenda:
1. Opening and announcements*.
2. Proposal to adopt the minutes of the General Meeting of Shareholders of March 25, 2022.
3. a. Financial report of the Executive Board for the financial year 2022.*
3. b. Operational report of the Executive Board for the financial year 2022.*
3. c. Explanation to the dividend policy.*
4. a. Proposal for adoption of the financial statements FY 2022.
4. b. Proposal for appropriation of Net result 2022.
4. c. Approval for the decision to pay dividend over the financial year 2022 and explanation to the proposal for interim-dividend over the financial year 2023.
4. d. Proposal to discharge the members of the Executive Board over the financial year 2022.
4. e. Proposal to discharge the members of the Supervisory Board over the financial year 2022.
5. a. Proposal to re-appoint Mr Georg Werger as member of the Supervisory Board for 4 years, until and including the regular General Meeting of Shareholders of March 27, 2027.
5. b. Proposal to re-appoint Mrs Gerdy Harteveld as member of the Supervisory Board for 3 years, until and including the regular General Meeting of Shareholders of March 27, 2026.
6. Proposal to advise on the Remuneration report FY 2022, subject to art. 2:136b, section 2 Dutch Civil Code.
7. 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.
8. Any other business and closing.*
(*) No vote will be taken on these agenda items.
Physical participation
Physical participation is only possible with a valid COVID-19 QR code and proof of identity. This will be checked prior to the meeting.
Physical participation is only possible with a valid COVID-19 QR code and proof of identity. This will be checked prior to the meeting.
Participation by phone
If a participant wishes to participate by telephone, this is also possible. The participant is requested to indicate this at registration. Participation by telephone is open to shareholders who have submitted a voting proxy in good time (before March 17, 15.00 CER). The template for this can be found on the Company's website.
If a participant wishes to participate by telephone, this is also possible. The participant is requested to indicate this at registration. Participation by telephone is open to shareholders who have submitted a voting proxy in good time (before March 17, 15.00 CER). The template for this can be found on the Company's website.
Conference call only if covid-19 measures do not allow an on-site meeting.
If it is not possible to hold the meeting at the above location due to the measures imposed by the government regarding covid-19, the participants will only be able to participate by telephone. If this is the case, all registered participants will be personally notified and the dial-in code will be provided by e-mail. In that case, only the President of the Supervisory Board, the Chairman of the Board of Directors and the Company Secretary will be present at the Company's location.
E-mail address required
For the above reasons, it is necessary for every participant to provide an e-mail address at registration for the purpose of sending the login code. This will be sent the day before the meeting.
The agenda with explanatory notes (Dutch only), the financial statements 2021 and further meeting documents are available via the Company's corporate website: (https://tiekinetix.com/en/annual-general-meeting-2023).
For the above reasons, it is necessary for every participant to provide an e-mail address at registration for the purpose of sending the login code. This will be sent the day before the meeting.
The agenda with explanatory notes (Dutch only), the financial statements 2021 and further meeting documents are available via the Company's corporate website: (https://tiekinetix.com/en/annual-general-meeting-2023).
Record date
Those entitled to attend and/or exercise voting rights at the General Meeting of Shareholders are those who:
Those entitled to attend and/or exercise voting rights at the General Meeting of Shareholders are those who:
a. on Friday, February 23, 2023, 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 as described in this Convocation.
Participation in the General Meeting of Shareholders
A shareholder who wishes to participate in the General Meeting of Shareholders can register in writing via his bank until Friday 17/03/2023 15.00 CET at Van Lanschot Kempen N.V., Beethovenstraat 300, 1077 WZ Amsterdam. With this registration, proof must be submitted that the relevant shares are registered in the name of the shareholder concerned in the records of the Intermediary on the Record Date. The receipt that will be provided will serve as admission ticket to the meeting. Van Lanschot Kempen N.V. will arrange for the registrations to be deposited at the offices of the Company.
At registration, the e-mail address must also be stated for the purpose of sending the dial-in code in case the meeting can only be held by telephone.
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 stated in this Convocation - provide the Company with a power of attorney to that effect. To issue a proxy, a shareholder must use the proxy form that can be sent via Van Lanschot Kempen NV, (fax number: +31 (0) 20 3489549 or e-mail address: proxyvoting@kempen.nl) or at the Company (telephone number: +31 (0) 88 3698000; email address: investor.relations@tiekinetix.com) can be requested and downloaded from the Company's website (investorcenter.tiekinetix.com). The form duly completed by the shareholder must be received by Van Lanschot Kempen N.V. before 15.00 CET on Friday March 17, 2023. Proxy forms received afterwards may be rejected. The e-mail address must also be stated on the power of attorney for the purpose of sending the dial-in code.
Participation in the meeting can be made dependent on the identification of the participants.
On the day of the convocation of the General Meeting of Shareholders, the Company had 1,950,539 outstanding shares with a nominal value of EUR 0.10 per share, each representing one vote.
TIE Kinetix N.V. - Breukelen, February 10, 2023.
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