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General Meeting of Shareholders of TIE Kinetix N.V. (the "Company"), was held on Wednesday, September 6, 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 approve the sale and transfer the shares in TIE Kinetix Holding B.V. to SPS Commerce, Inc or one of its group companies, and the proposal in connection with this transfer to change the name of TIE Kinetix NV into Titan N.V.
3. Proposal to approve the payment of interim dividend
4. Any other business and closing.*
(*) No vote will be taken on these agenda items.
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 Friday September 1, 2023, 15:00 hrs.). The template for this can be found on the Company's website. The agenda with explanatory notes (in Dutch only), the shareholders' circular and further meeting documents are available via the Company's corporate website: https://tiekinetix.com/en/extraordinary-general-meeting-2023
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 Friday September 1, 2023, 15:00 hrs.). The template for this can be found on the Company's website. The agenda with explanatory notes (in Dutch only), the shareholders' circular and further meeting documents are available via the Company's corporate website: https://tiekinetix.com/en/extraordinary-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 Wednesday August 9, 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 September 1, 2023, 15:00 hrs. 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@vanlanschotkempen.com) 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 Friday September 1, 2023, 15:00 hrs.
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 1.991.584 outstanding shares with a nominal value of EUR 0.10 per share, each representing one vote.
TIE Kinetix N.V. - Breukelen, July 26, 2023.
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