LIMITED LIABILITY COMPANY Karel Oomsstraat 37

2018 Antwerp

RPR Antwerp, section Antwerp: 0894.555.972

Annual and Extraordinary General Shareholders Meeting

Convocation

The statutory director has the pleasure to invite all shareholders of TINC NV (the "Company") to attend the Annual and Extraordinary General meeting to be held on Wednesday 20 October 2021 at 10.00h in BluePoint Antwerpen, Filip Williotstraat 9, 2600 Berchem.

The shareholders and/or their representatives can register on this date as from 9.00h.

The shareholders are advised that measures of the public authorities within the framework of the health crisis linked to the Covid-19 epidemic, may still be in force on the date of the shareholders meeting. In light thereof, the statutory director may be obliged to adopt measures, whether or not based upon applicable regulation, which restrict or deny access to the meeting in order to saveguard the health of the shareholders and the persons involved with the organization of the meeting. Shareholders who wish to participate to the Annual and Extraordinary General meeting are therefore encouraged to make use, as much as possible, of the right to vote by letter or by proxy and to exercise their right to ask questions in writing. For an updated situation shareholders are invited to regularly consult the TINC website (www.tincinvest.com).

AGENDA OF THE ANNUAL GENERAL MEETING

This annual general meeting is convened to discuss and resolve on the following agenda:

  1. Presentation and discussion of the statutory and consolidated annual report of the statutory director on the financial year closed on 30 June 2021
    This agenda item requires no resolution by the general shareholders meeting since it concerns a presentation.
  2. Presentation and discussion of the reports of the statutory auditor regarding the statutory and the consolidated annual accounts on the financial year ended on 30 June 2021
    This agenda item requires no resolution by the general shareholders meeting since it concerns a presentation.
  3. Approval of the remuneration report
    Proposed resolution:
    The general meeting of shareholders approves the remuneration report as incorporated in the annual report of the statutory director on the financial year ended on 30 June 2021.

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  1. Approval of the statutory annual accounts of the financial year ended on 30 June 2021
    Proposed resolution:
    The general meeting of shareholders approves the statutory annual accounts of the financial year from 1 July 2020 till 30 June 2021.
  2. Presentation of the consolidated annual accounts on the financial year ended on 30 June 2021
    This agenda item requires no resolution by the general shareholders meeting since it concerns a presentation.
  3. Discharge to the statutory director for the financial year ended on 30 June 2020
    Proposed resolution:
    The general meeting of shareholders discharges the statutory director of the Company, TINC Manager NV, for the performance of its mandate during the financial year ended on 30 June 2021.
  4. Discharge to the auditor for the extended financial year ended on 30 June 2021
    Proposed resolution:
    The general meeting of shareholders discharges the statutory auditor of the Company, EY Bedrijfsrevisoren BV, represented by Mr. Ronald Van den Ecker for the performance of his duties during the financial year ended on 30 June 2021.

AGENDA OF THE EXTRAORDINARY GENERAL MEETING

This Extraordinary General Meeting is convened to discuss and resolve on the following agenda:

1. Shareholder distribution of a (gross) amount of € 0,52 per share - Qualification partially as a capital reduction - Authorization to the statutory director to implement the distribution

Proposed resolution:

The general shareholders' meeting resolves to approve a distribution to the shareholders of a (gross) amount of € 0,52 per share or a total of € 18.909.091,24 (the "Distribution") as follows:

  1. The Distribution will be distributed to the shareholders as a single payment, representing a decrease of the company's equity, and is charged in accordance with article 18, paragraph 7 of the Income Tax Code 1992 for (i) a (gross) amount of € 0,07 per share as a dividend of the distributable reserve and retained earnings, and (ii) a (gross) amount of €
    0,45 per share as a reduction of the company's share capital in accordance with article 7:208 of the Code for Companies and Associations (the "Capital Reduction").
  2. As a result of the Capital Reduction, the share capital of the company will be reduced by an amount equal to € 16.363.636,65, being the result of (i) € 0,45 multiplied by (ii) the number of issued and outstanding shares of the company at the time of the approval of this resolution. The purpose of the Capital Reduction is to realize a shareholder distribution, is to take place without cancellation of existing shares of the company and shall be borne in

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the same way by each of the existing shares of the company. In view of the above decision, the Capital Reduction is fully charged to the fiscally paid-up capital in accordance with article 18 paragraph 7 of the Income Tax Code. Following the Capital Reduction, each share will represent an equal fraction of the Company's share capital.

  1. The general shareholders' meeting decides to expressly authorize the statutory director (with the right of substitution and sub-delegation) to implement and execute the Distribution and to determine the payment date of the Distribution.

2. Alternative shareholder distribution of a (gross) amount of € 0,52 per share

Proposed resolution (only to be submitted to the general shareholders' meeting in case the proposed resolution mentioned under item 1 of this agenda is not approved):

The general meeting resolves to approve an intermediate dividend amounting to a (gross) amount of € 0,52 per share (or in total € 18.909.091,24), to be charged to the distributable reserve or retained earnings. The general shareholders' meeting resolves to expressly authorize the statutory director (with the right of substitution and sub-delegation) to implement and execute the dividend distribution and to determine the payment date of the dividend distribution.

3. Authorizations to complete formalities

Proposed resolution:

The meeting decides to grant an authorization:

  • to the statutory director, TINC Manager NV, represented by Mr. Manu Vandenbulcke, with the right of substitution, of the broadest powers necessary or useful for the execution of the decisions taken;
  • to the notary who will execute the deed, of all powers with a view to the publication and filing of the deed, as well as the coordination of the articles of association.

PARTICIPATION

  1. Participation in person - requirements for admission

In accordance with article 7:134, §2 WVV and article 22 of the articles of association of the Company the shareholders who wish to participate in person to the Annual and Extraordinary General shareholders meeting need to comply with two requirements in order to be admitted:

  1. Registration

The Company must be able to determine that you are the holder of the number of shares for which you want to participate and vote on the Annual and Extraordinary Meeting of shareholders on Wednesday 6 October 2021 at 24.00h CET (the"Registration date") on the basis of

  • Registration of such shares in your name in the share register of the Company prior to ; or

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  • Registration of such shares in the accounts of a certified account holder or clearing and settlement institution,

in both cases prior to expiry of the registration date.

Please note that only persons who are a shareholder on the Registration date, are entitled to attend and vote at the Annual and Extraordinary General Meeting of shareholders.

    1. Notification of attendance
      In addition the shareholders need to notify the Company of their intention to attend the Annual and Extraordinary General shareholders meeting:
      • The holders of registered shares shall see to it that a written confirmation of their intention to attend the Annual and Extraordinary General shareholders meeting is received by the Company at the latest on Thursday 14 October 2021. This notification can be delivered to the Company by mail (Karel Oomsstraat 37, 2018 Antwerpen, België, to the attention of Investor Relations), or email (investor.relations@tincinvest.com). A template notification of attendance letter is available at the registered office and on the website (www.tincinvest.com/generalmeeting) of the Company.
      • The holders of dematerialised shares shall file a certificate, issued by their financial institution, certified account holder or clearing and settlement institution certifying the number of dematerialised shares for which the shareholder wants to participate on the securities account on the registration date; the filing of the certificate shall be made at the latest on Thursday 14 October 2021 in any branch of Belfius Bank, whether or not through the intervention, at their instruction, of a financial intermediary or at the registered office of the Company (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations).
  1. Representation by proxy holder

Shareholders can also be represented by a proxy holder of their choice, who may or may not be a shareholder of the Company, on the basis of a written proxy. Shareholders shall only appoint one representative, unless Belgian legislation allows otherwise. A proxy holder may hold a power of attorney of more than one shareholder.

For the appointment of a proxy holder, shareholders shall use a template proxy form which is available on the website of the Company (www.tincinvest.com/generalmeeting). The proxy form must be signed by the shareholder (or, in case of a legal entity, by its legal representative(s)), where appropriate electronically in accordance with Belgian legislation, and shall, at the latest on Thursday 14 October 2021, be delivered at the registered office of the Company (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations) or email (investor.relations@tincinvest.com). Shareholders who want to be represented, shall comply with the admission requirements outlined above (see section a).

  1. Voting by mail

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In accordance with article 25 of the articles of association of the Company, any shareholder is authorised to participate by mail to the voting on the agenda items by means of a voting form, provided by the Company. The voting form is available at the registered office and on the website (www.tincinvest.com/generalmeeting) of the Company. The shareholder shall see to it that the signed voting form is received by the Company at the latest on Thursday 14 October 2021. Voting forms shall be sent to the Company by registered mail(Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations). Shareholders who wish to participate to the Annual and Extraordinary Meeting by voting form shall also comply with the admission requirements outlined above (see section a).

RIGHT TO AMEND THE AGENDA AND INTRODUCE PROPOSALS FOR RESOLUTIONS

One or more shareholders holding jointly at least 3% of the Company's share capital, have the right to add items to the agenda of the Annual and Extraordinary General Shareholders Meeting and to introduce proposals for resolution. The requests thereto shall at the latest on Tuesday 28 September 2021 be received by the Company by mail at its registered office (Karel Oomsstraat 37, 2018 Antwerp, Belgium, to the attention of Investor Relations) or by email (investor.relations@tincinvest.com). Upon receipt of the new items on the agenda and proposals for resolution, the Company will, at the latest on 5 October 2021 publish the revised agenda and additional proposals for resolution and make an adapted proxy and voting form available on its website (www.tincinvest.com/generalmeeting).

Shareholders who file a request shall prove to hold the required number of shares. More detailed information on the right to amend the agenda and introduce proposals for resolution can be found on the website of the Company: www.tincinvest.com/generalmeeting.

RIGHT TO WRITTEN ENQUIRIES

Shareholders who meet with the admission requirements, have the right to make enquiries in writing to the statutory director of the Company regarding the items on the agenda. In addition, the shareholders have the right to ask questions during the Annual and Extraordinary General shareholders meeting.

Written enquiries need to be received by the Company at the latest on Thursday 14 October 2021 by mail at the registered office (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations) or by email (investor.relations@tincinvest.com).

More detailed information on the right to written enquiries can be found on the website: www.tincinvest.com/generalmeeting.

AVAILABLE INFORMATION

The Company makes the following information available on its website (www.tincinvest.com/generalmeeting):

  • This convocation
  • The total number of shares and voting rights
  • Notification of attendance form
  • Proxy form / Form for voting by mail

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TINC Comm. VA published this content on 20 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 September 2021 12:21:01 UTC.