Voting proxy and- instruction
Proxy for the annual general meeting of Basic-Fit N.V. on Friday 26 April 2023 at 10.00 CET, to be held at the GXR Studio of Basic-Fit, Diamantlaan 2, 2132 WV, Hoofddorp, the Netherlands.
The undersigned:
If shareholder is a private person:
Name: ___________________________________________________________________________
Address: ___________________________________________________________________________
Holder of a [Dutch] / ____________ passport with number __________________________________1
If the shareholder is a legal entity:
Company name: _____________________________________________________________________
Office address: ______________________________________________________________________
Legal representative(s)2: ______________________________________________________________
Holder of a [Dutch] / ________________ passport with number ______________________________3
Number of shares held on the record date (27 March 2023): ______________________________
(the "Shareholder")
herewith
- grants a proxy to M.A.J. Cremers, civil-law notary in Amsterdam, the Netherlands, and/or her legal substitute and/or each civil-law notary of Stibbe (Beethovenplein 10, 1077 WM, Amsterdam, manon.cremers@stibbe.com)4 to be present at the abovementioned general meeting on behalf of the undersigned, to sign the presence registration forms, participate in deliberations, speak, exercise voting rights that are connected to all the shares held by the undersigned in accordance with the instructions below, and do whatever the proxy holder may deem necessary, all with the authority of substitution.
- agrees to indemnify and to hold harmless the attorney against any claims, actions or proceedings made against the attorney and against any damages, costs and expenses that the attorney might incur in connection with this power of attorney.
- Please attach copy of passport.
- Please attach documents evidencing that the representative/signatory is hereby authorized to represent the company or legal entity (e.g. by means of an extract of the Trade Register evidencing the authority).
- Please attach copy of passport.
- With the right of substitution in the event of a calamity at the discretion of the proxyholder.
This power of attorney is governed by Dutch law. Disputes, if any, with respect to this power of attorney shall be exclusively submitted to the competent Court in Amsterdam. This power of attorney and voting instruction form must have been received by M.A.J. Cremers, civil-law notary in Amsterdam, the Netherlands, at the offices of Stibbe (Beethovenplein 10, 1077 WM Amsterdam, the Netherlands) or, if sent in pdf-form electronically at her e-mail address manon.cremers@stibbe.com ultimately on 19 April 2024 no later than 17:00 hours.
In the event the Shareholder later decides to attend the meeting he/she has the possibility to withdraw his/her proxy and voting instruction prior to the meeting, at the reception desk of the venue of the General Meeting.
Voting instruction
In case this proxy is granted without voting instructions it shall be deemed to include a voting instruction in favour of all proposals made by the Management Board and/or Supervisory Board where no voting instruction was given.
Agenda item | for | against | abstain | |
3(b) | Remuneration report 2022 | […………] | […………] | […………] |
(advisory voting item) | ||||
3(c) | Proposal to adopt the annual | […………] | […………] | […………] |
accounts for 2022 | ||||
3(d) | Proposal to discharge the | […………] | […………] | […………] |
members of the | ||||
Management Board | ||||
3(e) | Proposal to discharge the | […………] | […………] | […………] |
members of the Supervisory | ||||
Board | ||||
4(a) | Proposal to adopt the | […………] | […………] | […………] |
revised Remuneration policy | ||||
2024 for the Management | ||||
Board | ||||
4(b) | Proposal to adopt the | […………] | […………] | […………] |
revised Remuneration policy | ||||
2024 for the Supervisory | ||||
Board | ||||
5(a) | Re-appointment Carin Gorter | […………] | […………] | […………] |
6(a) | Designation of the | […………] | […………] | […………] |
Management Board to issue | ||||
shares and/or to grant rights | ||||
to subscribe for shares | ||||
6(b) | Designation of the | […………] | […………] | […………] |
Management Board to | ||||
restrict or exclude pre- | ||||
emptive rights upon the | ||||
issue of shares and/or the | ||||
granting of rights to | ||||
subscribe for shares as | ||||
described under 5(a) | ||||
7 | Proposal to authorise the | […………] | […………] | […………] |
Management Board to | ||||
repurchase shares |
2
8(a) | Proposal to appoint the | […………] | […………] | […………] |
external auditor E&Y for the | ||||
year 2025 | ||||
8(b) | Proposal to rotate the | […………] | […………] | […………] |
external auditor and to | ||||
appoint PwC for the year | ||||
2026 |
Please complete this voting proxy and - instruction and send it timely to your bank or intermediary or the notary taking into account the deadline for registration. Your bank or intermediary must notify your presence at the meeting to ABN AMRO and state the number of shares held by you at the record date of 29 March 2024. Please instruct your bank or intermediary timely. If we have not received such confirmation via ABN AMRO, your vote will not be valid.
Signed at _________________________ | Date_______________________________ |
Signature (legal representative) shareholder ______________________________________________
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Disclaimer
Basic Fit NV published this content on 13 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 March 2024 14:44:08 UTC.