MELEXIS N.V.

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Melexis N : Proxy to the ordinary shareholders' meeting 2022

04/08/2022 | 03:59am

[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 10th, 2022 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, 2021, 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, 2021.

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.

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.

  • 3. 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, 2021.

    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.

  • 4. 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, 2021, 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, 2021, the statutory annual accounts for the financial year ended on December 31st, 2021, are approved.

    The ordinary result amounts to EUR 3,774,141. Including the result carried forward from the financial year ended on December 31st, 2020, the total result to be appropriated for the financial year ended on December 31st, 2021, amounts to EUR 831,979,238. The shareholders' meeting approves that this result be allocated as determined in the annual accounts closed on December 31st, 2021, as follows:

    - - -

    Withdrawals from reserves EUR (3,837,828) Result to be carried forward: EUR 730,777,066 Gross dividend: EUR 105,040,000 (*)

    (*) On a per share basis this represents a gross dividend for 2021 of EUR 2.60. On January 28th, 2022, the board of directors decided to propose to the annual shareholders' meeting to pay out over the result of 2021 a total dividend of 2.60 EUR gross per share. This amount contains an interim dividend of 1.30 EUR per share which was paid in October 2021 and a final dividend of 1.30 EUR per share which will be payable after approval of the annual shareholders' meeting. The Melexis shares will start trading ex coupon on May 11th, 2022 (opening of the market). The record date is May 12th, 2022 (closing of the market) and the dividend will be payable as from May 13th, 2022.

  • 5. Approval of the remuneration report regarding the financial year ended on December 31st, 2021.

    Proposed resolution: The shareholders' meeting approves the remuneration report regarding the financial year ended on December 31st, 2021.

  • 6. 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, 2021.

  • 7. 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, 2021.

  • 8. Re-appointment of director and determination of their remuneration.

    Proposed resolution: The meeting decides to proceed to the re-appointment of Ms. Françoise Chombar as director for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2025.

    The director waives any remuneration for this mandate.

  • 9. Re-appointment of director and determination of their remuneration.

    Proposed resolution: The meeting decides to proceed to the re-appointment of Mr. Roland Duchâtelet as director for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2025.

    The director waives any remuneration for this mandate.

  • 10. Re-appointment of independent director and determination of their remuneration.

    Proposed resolution: The meeting decides to proceed to the re-appointment of Ms. Martine Baelmans as independent director, in accordance with Article 7:87 of the BCCA and provision 4 of the Belgian Corporate Governance Code 2020, for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2025.

    The director will receive an annual gross remuneration of EUR 20,000.00 for this mandate.

11. Determination of the statutory auditor's remuneration.

Proposed resolution: The statutory auditor's fee of fiscal year 2021 amounts to EUR 88,735.00 (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.

VOTING INSTRUCTIONS ANNUAL SHAREHOLDERS' MEETING

Complete your voting instructions here:

1.

Statutory annual report of the board of directors on the financial year 2021 (does not involve a vote)

2. Report of the statutory auditor regarding the statutory annual accounts on the financial year 2021

(does not involve a vote)

3.

Report on the consolidated annual accounts on the financial year 2021 (does not involve a vote)

4.

Approval statutory annual accounts for the financial year 2021 with allocation of the result

5.

6.

7.

abstain

abstain

abstain

Discharge liability statutory auditor

abstain

  • for

  • against

Approval remuneration report financial year 2021

  • for

  • against

Discharge liability directors

  • for

    • against

  • for

  • against

8.

Approval re-appointment of director and determination of their remuneration

  • for

  • against

  • abstain

9.

Approval re-appointment of director and determination of their remuneration

  • for

  • against

  • abstain

10. Approval re-appointment of independent director and determination of their remuneration

abstain

11. Approval statutory auditor's remuneration

abstain

  • for

    • against

  • for

  • against

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

Disclaimer

Melexis NV published this content on 06 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2022 07:58:04 UTC.

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