OPTION – AGENDA FOR THE ANNUAL SHAREHOLDERS’ MEETING
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 Thursday, March 31, 2005 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, 2004.
Q&A about Corporate Governance matters.
2. Presentation and discussion of the report of the statutory auditor for the financial year ended on December 31, 2004.
3. Presentation of the annual consolidated accounts and consolidated reports for the financial year ended on December 31, 2004.
4. Approval of the annual statutory accounts for the financial year ended on December 31, 2004 and allocation of results.
Proposal of decision: To approve the annual accounts for the financial year ended on December 31, 2004, 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, 2004.
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, 2004.
7. Dismissal and appointment of directors.
Proposal of decision: To act the dismissal of the 2 directors Mr. Alex Brabers (living in 3110 Rotselaar, Sparrenstraat 15 A, civil register number 65.06.06 18-968) and Mr. Dirk Beeusaert (living in 9112 Sinaai, Dries 23, civil register number 64.03.23 37-113), both appointed on the proposal of GIMV limited Company. The term of their office will expire immediately after this Annual Shareholders’ Meeting. The Meeting will decide whether or not to appoint additional directors, from the candidates presented at the Meeting at the latest.
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 fulfil 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 dematerialised 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 dematerialised 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 15 days prior to the Meeting.
The Board of Directors
About Option
Option NV (www.option.com), the wireless technology company, is a leading innovator in the design, development and manufacture of WCDMA (UMTS and HSDPA), EDGE, GPRS, GSM and WLAN technology products for wireless connectivity solutions. Option has built up an enviable reputation for creating exciting products that enhance the performance and functionality of wireless communications. Option’s headquarters are in Leuven, Belgium. The company has Research & Development in Leuven, a Software and Applications development centre in Adelsried (Germany) and an ISO 9002 production engineering and logistics facility in Cork, Ireland.
For more information please contact:
Frederic Convent, CFO and General Counsel
Tel + 32 (0) 16 317 411
E-mail: investor@option.com