’s-Hertogenbosch (the Netherlands), 1 July 2020
Resolutions of the Annual General Meeting of Ctac N.V.
Business & Cloud Integrator Ctac N.V. (Ctac) announces the resolutions of the Annual General Meeting of Shareholders held on 1 July 2020:
Agenda item 3b – Adoption of the 2019 financial statements
The financial statements for 2019 were adopted.
Agenda item 3c – Adoption of the appropriation of profit for 2019
The proposal to pay out an optional dividend in stocks of € 0.08 per ordinary share over the 2019 financial year was adopted.
Agenda item 3d – Approval of the management of the Board of Directors and discharge of the Board of Directors
In accordance with the proposal, the Board of Directors was granted discharge.
Agenda item 3e – Approval of the Supervisory Board’s supervision of the management and discharge of the Supervisory Board.
In accordance with the proposal, the Supervisory Board was granted discharge.
Agenda item 4a – Execution of the remuneration policy in 2019
In accordance with the proposal, the meeting advised positively on the execution of the remuneration policy in 2019.
Agenda item 4b – Amendment remuneration policy Board of Directors
The proposal to amend the remuneration policy for the Board of Directors has not been adopted.
Agenda item 5 – Composition Supervisory Board
In accordance with the proposal, the meeting reappointed Mr Kraaijenzank to the Supervisory Board for a one-year term.
Agenda item 6 – Appointment of the independent auditor to audit the financial statements for the 2020 and 2021 financial years.
In accordance with the proposal, the meeting appointed PricewaterhouseCoopers Accountants N.V. as the independent auditor to audit the financial statements of Ctac for the 2020 and 2021 financial years.
Agenda item 7 – Amendment to the articles of association
The proposal to amend the articles of the association, which entailed the increase of the Company’s share capital to € 9,600,000 has not been adopted.
Agenda item 8 – Authorisation of the Executive Board to acquire treasury shares
In accordance with the proposal and article 8 section 2 of the articles of association, the Board of Directors is authorised to acquire the permitted maximum number of fully paid-up ordinary shares in Ctac’s capital on the stock market or otherwise for a consideration, such through to six months after the end of the AGM to be held in 2021, and within the limits set by the law and the articles of association. The price of any ordinary shares acquired must be between the amount equal to EUR 0.01 and 110% of the stock market price.
Agenda item 9a – Extension of the designation of the Stichting Prioriteit C/TAC as the body authorised to issue shares
In accordance with the proposal, the meeting resolved to extend the designation of the Stichting Prioriteit C/TAC as the body authorised to issue shares and/or grant right to take shares, in accordance with the provisions of articles 5 of the current articles of association, through to six months after the end of the AGM to be held in 2021.
Agenda item 9b – Extension of the designation of the Stichting Prioriteit C/TAC as the body authorised to limit or exclude preferential rights
The proposal to extend the designation of the Stichting Prioriteit C/TAC as the body authorised to limit or exclude preferential rights accruing to shareholders when shares are issued, in accordance with the provisions of articles 7 of the current articles of association, through to six months after the end of the AGM to be held in 2021, has not been adopted.
The members of the Board of Directors and the Supervisory Board have taken note of these resolutions, and will engage in dialogue with shareholders, as is customary.
The full voting results will be published on the website of Ctac as soon as possible.
