The Board of Directors is pleased to invite all holders of securities issued by Option NV (the “Company”) to attend the Annual Shareholders’ Meeting, which will take place on Wednesday, March 31, 2004 at 10.00 a.m., at the registered office of the Company, Kolonel Begaultlaan 45, 3012 Leuven, Belgium.
The agenda and proposals of decision for this Annual Shareholders’ Meeting are the following:
A G E N D A
1. Presentation and discussion of the report of the Board of Directors for the financial year ended on December 31, 2003.
2. Presentation and discussion of the report of the statutory auditor for the financial year ended on December 31, 2003.
3. Presentation of the annual consolidated accounts and consolidated reports for the financial year ended on December 31, 2003.
4. Approval of the annual statutory accounts for the financial year ended on December 31, 2003 and allocation of results.
Proposal of decision: To approve the annual accounts for the financial year ended on December 31, 2003, including the allocation of results proposed by the Board of Directors.
5. Release of liability of the directors.
Proposal of decision: To release the directors of liability for the performance of their duties in the course of the financial year ended on December31, 2003.
6. Release of liability of the statutory auditor.
Proposal of decision: To release the statutory auditor of liability for the performance of his duties in the course of the financial year ended on December31, 2003.
7. Nomination of the statutory auditor – Compensation for the exercise of his office.
Proposal of decision: To nominate the candidate proposed by the Board of Directors at the Annual Shareholders’ Meeting as statutory auditor, whose term of office will expire immediately after the Annual Shareholders’ Meeting, which will be asked to deliberate and vote upon the approval of the annual accounts for the financial year ending on December 31, 2006 and to fix his remuneration at the amount proposed by the Board of Directors at the Annual Shareholders’ Meeting.
8. Miscellaneous.
In order to be admitted to the abovementioned Annual Shareholders’ Meeting, the holders of securities issued by the Company must follow the provisions of articles 29 and 30 of the Articles of Association of the Company and article 536 of the Companies Code and also fulfill the following formalities : (i) if they are owners of registered shares, notify the Company of their intention to attend the Annual Shareholder’s Meeting, by sending a letter by regular mail to the Company’s registered office; (ii) if they are owners of dematerialized shares deposited through Euroclear, deposit, at the latest five working days prior to the date of the Annual Shareholders’ Meeting, a certificate at the registered office of the Company, drawn up by the recognized holder of their securities’ accounts or by Euroclear itself, confirming the number of shares registered under the name of the shareholder and declaring that the shares are non-negotiable until the date of said Annual Shareholders’ Meeting; and (iii) if they are owners of warrants, they must inform the Company in writing, by an ordinary letter addressed to the registered office of the Company, at least five working days prior to the meetings, of their intention to attend the meeting.
Shareholders can vote by proxy or by letter, using documents drawn up by the Company and which can be obtained at no cost at the registered office of the Company. The proxies have to be deposited at the registered office of the Company at the latest five (5) business days prior to the date of the meeting. The owners of dematerialized shares who whish to vote by proxy or by letter have to deposit, in addition to the documents properly filled out, the certificate drawn up by the recognized holder of their securities’ accounts or by Euroclear itself, confirming the number of shares registered under the name of the shareholder and declaring that the shares are non-negotiable until the date of said Annual Shareholders’ Meeting.
In order for the vote by letter to be valid, a form must be sent by registered mail with acceptance receipt to the Company’s registered office, which must be sent at the latest six days before the Annual Shareholders’ Meeting (the postage stamp shall serve as proof) and which must contain the following information: (i) mentioning of the complete and accurate indication of the shareholder and of the number of shares he is voting with; (ii) the complete agenda; (iii) the proposals of decision and the voting instructions of the shareholder (for, against and abstain). The shareholder may explain or motivate his or her voting instructions.
A copy of the documents and reports mentioned in the agenda of the Annual Shareholders’ Meeting can be obtained at no cost at the registered office of the Company.
The Board of Directors