Convening of the Ordinary Meeting of shareholders of 24 April 2026
The shareholders are invited to attend the ordinary general meeting, which will take place on Friday 24th of April 2026 at 11:00AM at 1070 Brussels (Anderlecht), Allée de la Recherche 60.
The board of directors has decided not to organize a remote general meeting in accordance with article 7:137, §1 of the Companies and Associations Code.
Agenda of the ordinary general meeting of 24 April 20256
1. Report of the board of directors on the financial year ended 31 December 2025.
Commentary: the board report discusses all the items referred to in article 3:6 of the Company and Associations code.
2. Remunerations report on the financial year ended 31 December 2025.
Proposed decision: approve the remunerations report on the financial year ended 31 December 2025.
3. Statutory auditor's report on the annual accounts as at 31 December 2025.
Commentary: this report has been prepared in accordance with the articles 3:74 and 3:75 of the Company and Associations code.
4. Annual accounts as at 31 December 2025: Annual accounts - Result appropriation.
Proposed decision: approve the annual accounts as at 31 December 2025, including the distribution of a gross dividend of € 1.08 per share (which will be payable as from 11 May 2026).
5. Discharge of the directors for the financial year ended 31 December 2025.
Proposed decision: discharge each of the directors for the execution of their respective mandate during the financial year ended 31 December 2025.
6. Discharge of the statutory auditor for the financial year ended 31 December 2025.
Proposed decision: discharge the statutory auditor for the execution of his mandate during the financial year ended 31 December 2025.
7. Board of Directors - Renewal - Resignation - Appointment.
a)Proposed decision: reappoint Mr Eric Cornut, as a Director for a period of four years expiring at the close of the Annual General Meeting to be held in 2030;
b)Proposed decision: approve the appointment as Director of Corisatis SRL, represented by Mrs Cynthia Favre d'Echallens, for a term of four years expiring at the close of the Annual General Meeting to be held in 2030;
c)Proposed decision: register that Ms Evelyn du Monceau's term of office will expire at the end of this General Meeting, in accordance with the provisions of the Company's Governance Charter;
d)Proposed decision: approve the appointment as Director of Heygieia Consulting BV, represented by Mr Stef Heylen, for a term of four years expiring at the close of the Annual General Meeting to be held in 2030;
e)Proposed decision: register the resignation as a director of Mrs Carinne Brouillon, with effect from the date of this meeting;
f)Proposed decision: approve the appointment as Director of StratRisk Partners GmbH, represented by Mrs Carinne Brouillon, for a term of four years expiring at the close of the Annual General Meeting to be held in 2030;
g)Proposed decision: confirm that StratRisk Partners GmbH, represented by Mrs Carinne Brouillon, is appointed as independent director in accordance with the independence criteria set out in the Company and Associations code and the 2020 Governance code. The Board of Directors confirms that it has no indication of anything that might cast doubt on the independence of StratRisk Partners GmbH.
8. Change of control provisions included in the Revolving Credit Facility documentation
In accordance with Article 7:151 of the Companies and Associations Code, the general meeting is invited to approve the change of control clauses contained in the documentation concluded with Belfius, BNP Paribas Fortis and KBC, which provide that, in the event of a change of control of the Company, these institutions may demand early repayment of the sums lent and/or suspend the credit lines granted.
These clauses reflect the standard provisions required by our creditors and/or included in the legal documentation relating to our financial transactions.
La Financière de Tubize has renegotiated its credit lines with effect from 1 January 2026, the total amount of which (unchanged) is €350 million, broken down as follows:
- Belfius : € 150 million
- BNPPF : € 100 million
- KBC : € 100 million
The agreements with these three banks each contain a change of control clause which provides that if a change of control occurs, the credit facility may be terminated or suspended.
a) Proposed decision: approve the provision in the BNP Paribas Fortis SA «Conditions Générales d'Ouverture de Crédit » that grants BNP Paribas Fortis SA the right to
« suspend or terminate, with immediate effect and without notice, all or part of and all forms of use, both for the used and unused portions, in the event of a substantial change in the shareholding structure of Financière de Tubize that could influence the composition of the management bodies or the bank's overall risk assessment »
b) Proposed decision: approve the provision in the Belfius Banque SA « Règlement de Crédit » that grants Belfius Banque SA the right to
« terminate or suspend, in whole or in part, the credit facility without prior notice or legal recourse, with immediate effect from the date of dispatch of the letter of notification of termination or suspension, in the event of a change in the management of Financière de Tubize or if one of the active or jointly liable members or one of the majority shareholders withdraws or dies »
c) Proposed decision: approve the provision in the KBC Bank SA « Conditions Générales des Crédits » that grants KBC Bank SA the right to
« terminate or suspend, in whole or in part, the credit facility and its forms of use, both for the used and unused portions, without prior notice or legal recourse, with immediate effect on the date of dispatch (by digital or non-digital means) of the letter of notification of termination or suspension in the event of a substantial change in the shareholding structure of the borrowers or in the voting rights attached to the shares, which is likely to have an impact on the composition of the administrative bodies or on the bank's overall risk assessment ».
Formalities to attend the general meeting
To attend or be represented at the general meeting and exercise her/his voting right, a shareholder must have carried out the accounting registration of his/her shares on the fourteenth day before the general meeting at 24:00h Belgian time (being Friday 10 April 2026, the "Registration Date"), either by registering them in the Company's register of nominative shares, or by registering them in the accounts of a licensed account holder or a settlement institution, the number of shares held on the day of the meeting being disregarded.
The shareholder must also inform the Company of her/his desire to attend the general meeting. A holder of nominative shares should send to the Company the duly signed attendance notice, this form being appended to the invitation to attend. A holder of dematerialized shares should send to the Company the attestations issued by the licensed account holder or by the settlement institution, certifying the number of shares that are registered in the accounts of the account holder or settlement institution on the name of the shareholder at the Registration Date and for which the shareholder has declared he/she wants to participate in the general meeting. The attendance notices or the attestations should reach the Company, at the e-mail address investorrelations@financiere-tubize.be, no later than six days before the date of the general meeting (being Saturday 18 April 2026).
Voting by proxy
The board of directors encourages shareholders to be represented by a proxy, in accordance with the provisions of articles 7:142 to 7:145 of the Companies and Associations Code.
The proxies must be executed in writing on the basis of the form drawn up by the board of directors and must be signed by the shareholder. For the nominative shareholders, the form is appended to their invitation to attend. Holders of dematerialized shares can retrieve the form from the Company's website www.financiere-tubize.be. The proxy must reach the Company, at the e-mail address investorrelations@financiere-tubize.be, no later than six days before the date of the meeting (being Saturday 18 April 2026).
Adding items to the agenda and submitting proposed decisions
One or more shareholders collectively holding at least 3% of the share capital may request that items be added to the agenda of the meeting and submit proposed decisions concerning original and/or added matters on the agenda.
Requests should be made in writing and include the text of items to be added with corresponding proposed decisions or of proposed decisions relating to original agenda items. They should state the e-mail address to which the Company can send an acknowledgement of receipt within 48 hours. Requests should reach the Company no later than twenty-two days before the date of the general meeting (being Thursday 2d of April 2026) by e-mail sent to investorrelations@financiere-tubize.be.
Shareholders intending to exercise this right should prove, on the date of their request, that they hold at least 3% of the share capital, either through a certificate stating that the corresponding shares are registered in the Company's register of nominative shares, or through a certificate drawn up by a licensed account holder or settlement institution certifying the number of corresponding dematerialised shares registered in accounts on the name of the shareholders. They should also perform the accounting registration for at least 3% of the capital.
If shareholders exercise this right, the Company shall publish a supplemented agenda for the general meeting according to the same terms as the original agenda and no later than fifteen days before the date of the general meeting (being Thursday 9 April 2026). Simultaneously, the Company will make amended forms for voting by proxy available to its shareholders through its website.
Right to ask questions to the directors and the auditor
Each shareholder who has satisfied the formalities for admission to the meeting has the right, as from the publication of the invitation to attend, to ask questions in writing about the directors' and the statutory auditor's reports, as well as about any other items indicated on the agenda of the general meeting, to which will be responded, as the case may be, by the directors or the statutory auditor, as long as the disclosure of data or facts does not harm the Company's commercial interests and does not violate the confidentiality agreements binding the Company, its directors or the statutory auditor. These questions should be sent electronically to investorrelations@financiere-tubize.be, no later than the sixth day before the date of the meeting (being Saturday 18 April 2026).
Information on the website
The following information can be consulted on the Company's website www.financiere-tubize.be:
- Present convening
- Proxy form
- Total number of shares and voting rights at the date of the present convening
- All documents intended to be presented to the ordinary general meeting
- Annual accounts
- Management report of the Board of Directors
- Remuneration report
- Auditor's report on the annual accounts
- Annual financial report
- Profile of the proposed new Directors and profile of the Directors proposed for re-election.
Holders of nominative shares receive a copy of all documents. Other shareholders may obtain a free copy of the documents by sending a request to investorrelations@financiere-tubize.be.
On the day of the assembly, share owners and proxy holders will have to prove their identity and representatives of corporations will have to evidence their power. Therefore, it is highly recommended to register at 10:00AM.
The Board of Directors
