LIMITED LIABILITY COMPANY

Karel Oomsstraat 37

2018 Antwerp

RPR Antwerp, section Antwerp: 0894.555.972

Extraordinary General Shareholders Meeting

Convocation

The statutory director has the pleasure to invite all shareholders of TINC NV. (the "Company") to attend the Extraordinary General Meeting to be held on Thursday 11 April 2024 at 10.00h in the Company's registered office, Karel Oomsstraat 37, 2018 Antwerp.

Important announcement :

It is TINC's experience that a first called Extraordinary General Meeting of Shareholders does not attain the required attendance quorum (in particular that the shareholders present or represented must together hold at least half of the Company's share capital at this meeting). Therefore this Extraordinary General Meeting will most likely not be able to make valid decisions.

If this is the case, TINC will convene a second Extraordinary General Meeting with the same agenda and proposed resolutions together with the convocation of the Ordinary General Meeting. Both meetings will be held on Wednesday, May 15, 2024 at 10.00 am. The shareholders will then be timely informed hereof. This second Extraordinary General Meeting will be able to validly deliberate and resolve irrespective of the share capital represented by the shareholders present or represented.

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 € 0,84 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 € 0,84 per share or a total of € 30.545.455,08 (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 € 0,23 per share as a dividend of the distributable reserve and retained earnings, and (ii) a (gross) amount of €
    0,61 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").

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    1. As a result of the Capital Reduction, the share capital of the company will be reduced by an amount equal to € 22.181.818,57, being the result of (i) € 0,61 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 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.
    2. 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.
  1. Alternative shareholder distribution of a (gross) amount of € 0,84 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 € 0,84 per share (or in total € 30.545.455,08), 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.
  2. 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 extraordinary general shareholders meeting need to comply with two requirements in order to be admitted:

  1. Registration

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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 extraordinary meeting of shareholders on Thursday 28 March 2024 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; or
  • Registration of such shares in the accounts of a certified account holder or clearing and settlement institution,

Each time 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 Extraordinary General Meeting of shareholders.

    1. Notification of attendance
      In addition the shareholders need to notify the Company of their intention to attend the extraordinary general shareholders meeting:
      • The holders of registered shares shall see to it that a written confirmation of their intention to attend the extraordinary general shareholders meeting is received by the Company at the latest on Friday 5 April 2024. 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 contact their financial intermediary, certified account holder or central securities depository with a request to :
      • o draw up an attestation certifying the number of dematerialised shares, entered in the shareholder's name in its accounts on the Registration date, for which the shareholder intends to participate to the Extraordinary General Meeting, and
      • o to file this attestation and notice of participation to the Extraordinary General Meeting at the registered office of the Company (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations, investor.relations@tincinvest.com) or to communicate these to Belfius (via e-mail to vergad-assem@belfius.be) at the latest on Friday 5 April 2024.
  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 Friday 5 April 2024, be delivered at the registered office of the Company (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to

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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

In accordance with article 24 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 Friday 5 April 2024. 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 extraordinary general shareholders meeting and to introduce proposals for resolution. The requests thereto shall at the latest on Wednesday 20 March 2024 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 27 March 2024 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 extraordinary general shareholders meeting.

Written enquiries need to be received by the Company at the latest on Friday 5 April 2024 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

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  • Proxy form / Form for voting by mail
  • Further information on the right to amend the agenda and to written enquiries
  • The adapted agenda (if any)
  • The proposals for resolution (if any)

The shareholders can prior to the extraordinary general shareholders meeting, take notice and obtain, for free, a copy of these documents at the registered office of the Company.

DATA PROTECTION

The Company is responsible for processing personal data received from persons in connection with the general meeting in accordance with applicable data protection law. Such data will be used for the analysis and management of the attendance and voting procedure relating to the general meeting and may be transferred to third parties assisting the Company in this regard. More information on the processing of your personal data by the Company can be found at: www.tincinvest.com/nl- BE/content/privacy-policy/40074

MORE INFORMATION

Shareholders who wish to obtain more information on the extraordinary general shareholders meeting can find this on the website: www.tincinvest.com/generalmeetingor can contact Investor Relations (Karel Oomsstraat 37, 2018 Antwerp, tel +32 3 290 21 73, investor.relations@tincinvest.com).

On behalf of the supervisory board of TINC Manager NV, statutory manager of TINC NV

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Disclaimer

TINC Comm. VA published this content on 08 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2024 10:04:04 UTC.