Financière de Tubize SA

Financière de Tubize - Convening of the ordinary and extraordinary general meetings of shareholders of April 25, 2025

Convening of the Ordinary and Extraordinary General Meetings of shareholders of 25 April 2025

The shareholders are invited to attend the ordinary and extraordinary general meetings, which will take place on Friday 25th of April 2025 at 11:00AM and 12:00PM respectively, at the registered seat in 1070 Brussels (Anderlecht), Allée de la Recherche 60.

The board of directors has decided not to organize a remote general meeting in accordance with article 7:137, §1 of the Companies and Associations Code.

Agenda of the ordinary general meeting of 25 April 2025

1.       Report of the board of directors on the financial year ended 31 December 2024.

Commentary: the board report discusses all the items referred to in article 3:6 of the Company and Associations code.

2.       Remunerations report on the financial year ended 31 December 2024.

Proposed decision: approve the remunerations report on the financial year ended 31 December 2024.

3.       Statutory auditor’s report on the annual accounts as at 31 December 2024.

Commentary: this report has been prepared in accordance with the articles 3:74 and 3:75 of the Company and Associations code.

4.       Annual accounts as at 31 December 2024 – Reserves not available statutorily – Annual accounts - Result appropriation.

a)   Conversion of ‘Reserves not available statutorily’ into ‘Available reserves’

Proposed decision: on the proposal of the Board of Directors which, following an in-depth analysis, considers that the current classification of €455,590 in the Company's balance sheet as ‘Reserves not available statutorily’ is no longer justified, approve the conversion of this amount to ‘Available reserves’.

b)   Proposed decision: approve the annual accounts as at 31 December 2024, including the distribution of a gross dividend of € 1.04 per share (which will be payable as from 5 May 2025).

5.       Discharge of the directors for the financial year ended 31 December 2024.

Proposed decision: discharge each of the directors for the execution of their respective mandate during the financial year ended 31 December 2024.

6.       Discharge of the statutory auditor for the financial year ended 31 December 2024.

Proposed decision: discharge the statutory auditor for the execution of his mandate during the financial year ended 31 December 2024.

7.       Remuneration policy.

Proposed decision: approve the remuneration policy drawn up in accordance with article 7:89/1 of the Companies and Associations Code.

8.       Board of Directors - Renewal – Resignation – Appointment.

a)    Proposed decision: reappoint Nikita SRL, represented by Mr Cyril Janssen, as a Director for a period of four years expiring at the close of the Annual General Meeting to be held in 2029;

b)    Proposed decision: reappoint Praksis BV, represented by Mr Bruno Holthof, as a Director for a period of four years expiring at the close of the Annual General Meeting to be held in 2029;

c)    Proposed decision: confirm that Praksis BV, represented by Mr Bruno Holthof, is appointed as independent director in accordance with the independence criteria set out in the Company and Associations code and the 2020 Governance code. The Board of Directors confirms that it has no indication of anything that might cast doubt on the independence of Praksis BV.

d)    Proposed decision: approve the appointment as Director of Algoscient SARL, represented by Mr Cédric van Rijckevorsel, for a term of four years expiring at the close of the Annual General Meeting to be held in 2029.

Agenda of the extraordinary general meeting of 25 April 2025

1.   Amendment of the Articles of Association: Renewal of the authorisation given to the board of directors to purchase and dispose of own shares in order to avoid serious and imminent harm

 Proposed decision: replace article 10, paragraphs 7 and 8, by the following text:

“The General Meeting of 25 April 2025 authorised the Board of Directors to acquire and dispose of shares in the Company in order to avoid serious and imminent harm, for a period of three years from the publication of the amendment to these Articles of Association decided by the aforementioned meeting”.

2.   Amendment of the Articles of Association: Amendment and renewal of the authorisation given to the board of directors to purchase and dispose of own shares

Proposed decision: replace article 10, paragraphs 4 and 5, by the following text:

“This authorisation may be extended once or several times in accordance with the provisions of the Companies and Associations Code. The general meeting of 25 April 2025 has granted the board of directors, for a period of five years from the date of publication of the minutes of the said meeting, the authorisation to acquire shares of the company under the conditions provided for by law. The par value of the shares purchased may not exceed 20% of the subscribed capital. Shares may be acquired at a price between 1 euro and a price per share not higher than the highest price quoted for the company's shares on Euronext Brussels on the day of the acquisition. The Board of Directors is authorised, in the event of the cancellation of own shares acquired by the company, to establish the number of shares to be cancelled and to adapt Article 5 of the articles of association based on the number of shares cancelled. The Board of Directors may also dispose of the company's shares on the stock exchange or in any other way.”

3.   Assign the powers to execute the above-mentioned decisions:

Proposed decision: assign powers, with possibility of sub-delegation, to the board of directors for the execution of the above-mentioned decisions, and to Mrs Nathalie Dubois and Mrs Anne-Catherine Guiot, from Van Halteren Notary office, each acting separately, to prepare the consolidated text of the Articles of Association.

Formalities to attend the general meetings

To attend or be represented at the general meeting and exercise her/his voting right, a shareholder must have carried out the accounting registration of his/her shares on the fourteenth day before the general meeting at 24:00h Belgian time (being Friday 11 April 2025, the “Registration Date”), either by registering them in the Company’s register of nominative shares, or by registering them in the accounts of a licensed account holder or a settlement institution, the number of shares held on the day of the meetings being disregarded.

The shareholder must also inform the Company of her/his desire to attend the general meetings. A holder of nominative shares should send to the Company the duly signed attendance notice, this form being appended to the invitation to attend. A holder of dematerialized shares should send to the Company the attestations issued by the licensed account holder or by the settlement institution, certifying the number of shares that are registered in the accounts of the account holder or settlement institution on the name of the shareholder at the Registration Date and for which the shareholder has declared he/she wants to participate in the general meeting. The attendance notices or the attestations should reach the Company, at the e-mail address investorrelations@financiere-tubize.be, no later than six days before the date of the general meeting (being Saturday 19 April 2025).

Voting by proxy

The board of directors encourages shareholders to be represented by a proxy, in accordance with the provisions of articles 7:142 to 7:145 of the Companies and Associations Code.

The proxies must be executed in writing on the basis of the form drawn up by the board of directors and must be signed by the shareholder. For the nominative shareholders, the form is appended to their invitation to attend. Holders of dematerialized shares can retrieve the form from the Company’s website www.financiere-tubize.be. The proxy must reach the Company, at the e-mail address investorrelations@financiere-tubize.be, no later than six days before the date of the meeting (being Saturday 19 April 2025).

Adding items to the agenda and submitting proposed decisions

One or more shareholders collectively holding at least 3% of the share capital may request that items be added to the agenda of the meetings and submit proposed decisions concerning original and/or added matters on the agenda.

Requests should be made in writing and include the text of items to be added with corresponding proposed decisions or of proposed decisions relating to original agenda items. They should state the e-mail address to which the Company can send an acknowledgement of receipt within 48 hours. Requests should reach the Company no later than twenty-two days before the date of the general meeting (being Thursday 3^d of April 2025) by e-mail sent to investorrelations@financiere-tubize.be.

Shareholders intending to exercise this right should prove, on the date of their request, that they hold at least 3% of the share capital, either through a certificate stating that the corresponding shares are registered in the Company’s register of nominative shares, or through a certificate drawn up by a licensed account holder or settlement institution certifying the number of corresponding dematerialised shares registered in accounts on the name of the shareholders. They should also perform the accounting registration for at least 3% of the capital.

If shareholders exercise this right, the Company shall publish a supplemented agenda for the general meetings according to the same terms as the original agenda and no later than fifteen days before the date of the general meetings (being Thursday 10 April 2025). Simultaneously, the Company will make amended forms for voting by proxy available to its shareholders through its website.

Right to ask questions to the directors and the auditor

Each shareholder who has satisfied the formalities for admission to the meetings has the right, as from the publication of the invitation to attend, to ask questions in writing about the directors’ and the statutory auditor’s reports, as well as about any other items indicated on the agenda of the general meetings, to which will be responded, as the case may be, by the directors or the statutory auditor, as long as the disclosure of data or facts does not harm the Company’s commercial interests and does not violate the confidentiality agreements binding the Company, its directors or the statutory auditor. These questions should be sent electronically to investorrelations@financiere-tubize.be, no later than the sixth day before the date of the meeting (being Saturday 19 April 2025).

Information on the website

The following information can be consulted on the Company’s website www.financiere-tubize.be:

• Present convening
• Proxy forms
• Total number of shares and voting rights at the date of the present convening
• All documents intended to be presented to the ordinary general meeting
  • Annual accounts
  • Management report of the Board of Directors
  • Remuneration report
  • Auditor's report on the annual accounts
  • Annual financial report
  • Draft of the remuneration policy
  • Profile of the proposed new director and profile of the Directors proposed for re-election.
    
    

Holders of nominative shares receive a copy of all documents. Other shareholders may obtain a free copy of the documents by sending a request to investorrelations@financiere-tubize.be.

On the day of the assembly, share owners and proxy holders will have to prove their identity and representatives of corporations will have to evidence their power. Therefore, it is highly recommended to register at 10:00AM.

The board of directors