[ONLY FOR TRANSLATION PURPOSES,

THE FILLED OUT AND SIGNED PROXY NEEDS TO BE IN DUTCH]

PROXY1

The undersigned:

(full name and address of the shareholder)

Owner - joint owner - bare owner - usufructuary - pledgor - pledgee - custodian2 (delete as appropriate)

of ______________________ registered shares - dematerialized shares

(delete as appropriate)

of MELEXIS NV, with registered office at Rozendaalstraat 12, 8900 Ieper, listed in the register of legal persons of Ieper with company number 0435.604.729.

Herewith appoints as special proxy holder:

(name, place of birth, date of birth and address)

To whom he/she grants proxy to:

Participate on his/her behalf to the annual shareholders' meeting that will be held on May 14th, 2024 at

11h00 at Melexis Technologies NV, Transportstraat 1, 3980 Tessenderlo, Belgium:

ANNUAL SHAREHOLDERS' MEETING AGENDA

  1. Acknowledgement and explanation of the annual report of the board of directors regarding the statutory annual accounts for the financial year ended on December 31st, 2023, with explanation of the remuneration report that is included in the corporate governance statement.
    Explanatory statement: Pursuant to Articles 3:5 and 3:6 of the Belgian Code on Companies and
    Associations (the "BCCA"), the directors have drafted an annual report in which they account for their management. This agenda item does not require a resolution of the shareholders.
  2. Acknowledgement and explanation of the statutory auditor's report regarding the statutory annual accounts for the financial year ended on December 31st, 2023.

1 This proxy is not a proxy solicitation and cannot be used in the cases contemplated by articles 7:144 and 7:145 of the Belgian Code on companies and associations.

2 In accordance with articles 9 and 29 of the articles of association the joint owners, the pledgers and pledges, the bare owners and usufructuaries of shares and custodians are requested to appoint one single proxy holder.

Melexis NV| Rozendaalstraat 12 | 8900 Ieper | Phone: +32 57 226 131 |

Register Legal Persons Ghent, division of Ieper 0435.604.729| V.A.T. BE0435.604.729

Explanatory statement: Pursuant to Articles 3:74 and 3:75 of the BCCA, the statutory auditor has drafted a detailed report. This agenda item does not require a resolution of the shareholders.

  1. Acknowledgement and explanation of the consolidated annual accounts, the report of the board of directors and the statutory auditor's report with regard to the consolidated annual accounts for the financial year ended on December 31st, 2023.
    Explanatory statement: The board of directors submits the consolidated annual accounts for discussion. Pursuant to Article 3:32 of the BCCA, the directors have drafted a report on the consolidated annual accounts. Pursuant to Article 3:80 of the BCCA, the statutory auditor has drafted a detailed report on the consolidated annual accounts. This agenda item does not require a resolution of the shareholders.
  2. Approval of the statutory annual accounts and other documents to be deposited in accordance with the BCCA for the financial year ended on December 31st, 2023, with allocation of the financial result.
    Proposed resolution: Subsequent to the acknowledgement and discussion of the reports of the board of directors and the statutory auditor and to the discussion of the statutory annual accounts and other documents to be deposited in accordance with the BCCA, and the consolidated annual accounts for the financial year ended on December 31st, 2023, the statutory annual accounts for the financial year ended on December 31st, 2023, are approved.

The ordinary result amounts to EUR 478,820,666. Including the result carried forward from the financial year ended on December 31st, 2022, the total result to be appropriated for the financial year ended on December 31st, 2023, amounts to EUR 1,224,030,936. The shareholders' meeting approves that this result be allocated as determined in the annual accounts closed on December 31st, 2023, as follows:

  • Result to be carried forward: EUR 1,074,550,936
  • Gross dividend: EUR 149,480,000 (*)
    1. The Board of Directors approved on February 5th, 2024 to propose to the shareholders' meeting to pay out over the result of 2023 a total dividend of EUR 3.70 gross per share. This amount contains an interim dividend of EUR 1.30 per share which was paid in October 2023 and a final dividend of EUR 2.40 per share which will be payable after approval of the shareholders' meeting. The Melexis shares will start trading ex coupon on May 15th, 2024 (opening of the market). The record date is May 16th, 2024 (closing of the market) and the dividend will be payable as from May 17th, 2024.
  1. Approval of the remuneration report regarding the financial year ended on December 31st, 2023.
    Proposed resolution: The shareholders' meeting approves the remuneration report regarding the financial year ended on December 31st, 2023.
  2. Discharge from liability to the directors.
    Proposed resolution: The directors and their permanent representatives are, by separate vote for each director, discharged from liability for their mandate executed during the financial year ended on December 31st, 2023.
  3. Discharge from liability to the statutory auditor.
    Proposed resolution: The statutory auditor is discharged from liability for its mandate executed during the financial year ended on December 31st, 2023.

Melexis NV| Rozendaalstraat 12 | 8900 Ieper | Phone: +32 57 226 131 |

Register Legal Persons Ghent, division of Ieper 0435.604.729| V.A.T. BE0435.604.729

  1. Determination of the statutory auditor's remuneration.
    Proposed resolution: The statutory auditor's fee of fiscal year 2023 amounts to EUR 143,418 (plus VAT, out-of-pocket expenses and the IRE/IBR fee) and is subject to annual adjustment based on the consumer price index or as agreed between the parties.
  2. Appointment of statutory auditor for certifying the corporate sustainability reporting .
    Proposed resolution: The Directive (EU) 2022/2464 of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU with regard to corporate sustainability reporting (the "CSRD") requires that an assurance engagement with limited assurance be performed on the sustainability information. Pending the transposition of the CSRD into national law, the shareholders' meeting appoints the auditing firm PwC Bedrijfsrevisoren BV for this engagement as of and for the year ending on 31 December 2024. PwC Bedrijfsrevisoren BV/ PWC Reviseurs d'Entreprises SRL, appoints Ms. Griet Helsen, acting on behalf of Griet Helsen BV, as its permanent representative. This engagement is considered as a legal assignment as will be provided in the national law transposing the CSRD, unless the national law transposing the CSRD is not enacted on the date on which PwC Bedrijfsrevisoren BV issues its assurance report or imposes other requirements for the appointment of the party responsible for certifying the sustainability information.

Melexis NV| Rozendaalstraat 12 | 8900 Ieper | Phone: +32 57 226 131 |

Register Legal Persons Ghent, division of Ieper 0435.604.729| V.A.T. BE0435.604.729

VOTING INSTRUCTIONS ANNUAL SHAREHOLDERS' MEETING

Complete your voting instructions here:

  1. Statutory annual report of the board of directors on the financial year 2023
    (does not involve a vote)
  2. Report of the statutory auditor regarding the statutory annual accounts on the financial year 2023
    (does not involve a vote)
  3. Report on the consolidated annual accounts on the financial year 2023
    (does not involve a vote)
  4. Approval statutory annual accounts for the financial year 2023 with allocation of the result

for

against

abstain

5. Approval remuneration report financial year 2023

for

against

abstain

6. Discharge liability directors

for

against

abstain

7. Discharge liability statutory auditor

for

against

abstain

8. Determination of the statutory auditor's remuneration

for

against

abstain

9. Appointment of statutory auditor for certifying the corporate sustainability reporting

for

against

abstain

Done at [location] on: [date]

Signature of the shareholder (preceded by the hand-written words "Good for proxy")

If the shareholder is not a natural person:

Name of the individual signatory:

Function:

who certifies being authorized to sign this proxy for and on behalf of the shareholder identified on page 1.

Melexis NV| Rozendaalstraat 12 | 8900 Ieper | Phone: +32 57 226 131 |

Register Legal Persons Ghent, division of Ieper 0435.604.729| V.A.T. BE0435.604.729

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Melexis NV published this content on 08 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 04:54:07 UTC.