NOTICE OF A GENERAL MEETING OF IBA SA

7 January 2025 at 10 a.m.

Dear Shareholder,

We have the honour of convening you to a General Meeting of IBA (the "GM") at the Company's [registered office] on 7 January 2025 at 10 a.m. in order to deliberate and vote on the items on the attached agenda.

The GM will be held in person at the Company's [registered office]. There will also be an online webcast, accessible by prior registration only, but it will not be possible to vote online. This is a simple webcast.

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Shareholders are strongly encouraged to vote in advance of the GM, within the legal deadlines, by proxy or using the remote voting form (both of which are provided herewith), in order to facilitate the counting of votes and the conduct of the GM.

Alternatively, shareholders are offered the possibility of voting via the platform www.abnamro.com/evoting (in the case of dematerialized shares, with the intervention of a financial intermediary acting on the instructions of the shareholder - via www.abnamro.com/intermediary) managed by ABN AMRO acting as agent of the Company.

If a quorum is not reached, a second GM will be convened to meet on (or around) 14 February 2025 at 10 a.m. at the Company's [registered office]. In this case, a specific notice will be published for this purpose and the date, time and arrangements will be confirmed at that later publication.

You will find all the formalities for attending the GM, together with the relevant forms, in the appendix to this notice of meeting and on our website (https://iba-worldwide.com/) on the Investor relations > Legal information > Shareholders' meetings page.

If you have any questions about this invitation, please send an e-mail to [email protected].

Yours sincerely

   
Saint-Denis SA, with Pierre Mottet as permanent representative  
Chairman of the board of directors  
Date: ____________________  
 

AGENDA FOR THE GENERAL MEETING OF IBA SA TO BE HELD ON

7 January 2025 at 10 a.m.

  1. Acknowledgement of the special report drawn up by the board of directors in accordance with article 7:227, §1er , al. 2 of the Companies and Associations Code (the "BCCA") relating to the grant of a payment facility for the acquisition of shares in the Company by Management Anchorage SRL ("MA") (the "Financing").
This item does not require a decision and will therefore not be put to the vote.

  1. Approval of the granting of Financing by the Company.
Proposed decision: approval

 

FORMALITIES FOR ADMISSION TO AND PARTICIPATION IN THE GENERAL MEETING OF IBA SA TO BE HELD ON 7 January 2025 at 10 a.m. (THE "GM")

  1. TWO CONDITIONS FOR ADMISSION TO THE GM: (A) REGISTRATION OF SHARES ("RECORD DATE") AND (B) NOTIFICATION OF PARTICIPATION
Only those persons who meet the two conditions set out in points (A) and (B) below will be entitled to attend the GM, namely :

  1. Registration by the shareholder of the shares in his or her name (i.e. proof that he or she holds the holder of the number of shares for which he or she intends to vote), no later than 14th day prior to the GM, i.e. 24 December 2024 at [midnight] (the "Record Date"). Registration is carried out as follows:
      1. For dematerialised shares: the registration of dematerialised shares will be evidenced by their entry in the name of the shareholder on the Record Date in the accounts of an authorised account keeper or settlement institution. Holders of dematerialised shares will receive a certificate from the authorised account keeper or settlement institution certifying the number of dematerialised shares registered in the shareholder's name on the Record Date. They are invited to ask their financial institution to notify ABN AMRO Bank N.V. directly, by 4 p.m. on 2 January, 2025 at the latest, of their intention to vote at the GM for such number of shares.
      2. For registered shares: the registration of registered shares will be evidenced by their entry in the name of the shareholder on the Record Date in the Company's register of registered shares.
and

  1. Notification by the shareholder of his/her intention to attend the GM and of the number of shares in respect of which he/she intends to vote, no later than the 6th day prior to before the GM, i.e 2nd January 2025 at [4 p.m.].
      1. For dematerialised shares: The holders of dematerialized shares have to notify their intention electronically to ABN AMRO Bank N.V. via www.abnamro.com/evoting (in the case of dematerialized shares, with the intervention of a financial intermediary acting on instruction of the shareholder - via www.abnamro.com/intermediary).
Holders of dematerialized shares must attach the certificate referred to in point 1.A.i to the notification. In the event of an electronic notification to ABN AMRO Bank N.V., the authorized account keeper or settlement institution must provide such certificate electronically via www.abnamro.com/intermediary and not via any other means. In that case, the authorized account holders and settlement institutions are requested to include the full address details of the relevant ultimate beneficial holders in order to be able to verify the shareholding on the registration date in an efficient manner.

      1. For registered shares: the shareholder must notify IBA's legal department of his intention to attend the GM by e-mail ([email protected]). Shareholders who send a proxy or a postal voting form are exempt from this formality. Alternatively, such notification can also be submitted electronically via www.abnamro.com/evoting by selecting 'Registrar' as intermediary.
  1. INCLUSION OF ITEMS ON THE GM AGENDA
One or more shareholders who together own at least 3% of IBA's share capital may request that items be included on the agenda of the GM, and may also submit proposals for decisions concerning items included or to be included on the agenda, subject to compliance with the requirements of Article 7:130 of the Companies and Associations Code (the "CSA").

The shareholder(s) exercising this right must, in order for their request to be considered, satisfy both of the following conditions:

  1. prove that they hold the required percentage of share capital (i.e. 3%) at the date of their application (either by means of a certificate recording the registration of the corresponding shares in the Company's register of registered shares, or by means of an attestation, drawn up by the approved account keeper or liquidation agency, certifying the registration in their name of the corresponding number of dematerialized shares); and
  2. still be shareholders to the extent of the percentage referred to in paragraph (A) above on the Record Date.
These requests, accompanied by proof of the required shareholding and, depending on the case, the text of the subjects to be dealt with and the related proposed decisions or proposed decisions concerning certain items already on the agenda, must reach the IBA Legal Department ([email protected]) no later than the 22th day prior to the GM, i.e. [Wednesday 25 September 2024]. Such requests must indicate the e-mail address to which IBA will send the acknowledgement of receipt of such requests within the legal deadline (which is currently 48 hours from such receipt).

Where applicable, the Company will publish, in accordance with article 7:130, §3 of the BCCA, a completed agenda and an updated ad hoc form of proxy no later than the 15th day prior to the GM, i.e. 23 December 2024.

Proxies notified to the Company prior to the publication of an amended agenda in accordance with article 7:130 of the CSA will remain valid for the agenda items covered by such proxies. However, for items on the agenda which are the subject of new proposals for decision, the proxy holder may, at the meeting, deviate from any instructions given by his principal if the execution of such instructions is likely to compromise the interests of his principal. He must inform his principal of this. In this respect, the power of attorney shall indicate whether the proxy is authorized to vote on new items on the agenda.

  1. PROXIES
Each shareholder may vote by proxy before the GM. The Company strongly recommends that this method of voting (or the remote voting form, see point 4 below) be used in order to facilitate the counting of votes and the conduct of the GM. Proxy forms are available to shareholders on the Company's website (https://iba-worldwide.com/), on the Investor relations > Legal information > Shareholders' meetings page. Duly completed and signed proxies for each item on the agenda must be received by the Company ([email protected]) no later than the sixth day before the GM, i.e. 2nd January 2025 at [4 p.m.]. For the purposes of calculating the quorum and majority rules, only proxies submitted by shareholders who have complied with the formalities for admission to the meeting referred to in point 1 above will be taken into account.

  1. POSTAL VOTING
Each shareholder may vote by post at the GM using the appropriate form. The Company strongly recommends that this method of voting (or the use of a proxy, see point 3 above) be used in order to facilitate the counting of votes and the conduct of the GM.

Voting forms, duly completed for each item on the agenda and signed, must reach the Company ([email protected]) no later than the 6th day before the GM, i.e. 2nd January 2025  at [4 p.m.].

For the purposes of calculating the quorum and majority rules, only postal voting forms submitted by shareholders who have complied with the formalities for admission to the Meeting set out in point 1 above will be taken into account.

  1. VOTE VIA THE ABN AMRO PLATFORM
In addition, shareholders are offered the opportunity to vote via the platform managed by ABN AMRO acting as agent for the Company. Votes must be received on the platform by the same deadline as votes cast by post or by proxy, i.e. by 2nd January 2025 at [4 p.m.] at the latest.

  1. QUESTIONS FROM SHAREHOLDERS ON THE AGENDA
The directors will answer any questions from shareholders, in accordance with article 7:139 of the BCCA, insofar as such questions relate to the items on the agenda and the disclosure of data or facts is not such as to prejudice the Company's strategic interests or the confidentiality undertakings entered into by the Company or its directors, and provided that the shareholders submitting the questions have complied with the formalities for admission to the GM detailed in point 1 above.

Such questions must be submitted in writing to the Company's legal department ([email protected]) no later than the 6th day before the GM, i.e. 2nd January 2025 at [4 p.m.].

  1. DOCUMENTS MADE AVAILABLE
All the documents relating to the GM that the law requires to be made available to shareholders can be consulted on the Company's website (https://iba-worldwide.com/), on the Investor relations > Legal information > Shareholders' meetings page, effective as of today.

  1. OUTSTANDING SHARES AND VOTING RIGHTS
At the date of this notice of meeting, the total number of shares in issue is 30,282,218 the total number of voting rights in issue is 40,595,450 (the "denominator") and the shares are not divided into classes within the meaning of article 7:155 of the BCCA. It should be noted that one share entitles its holder to one vote and that any registered share which has been registered for at least two years without interruption in the name of its holder in the register of registered shares and which satisfies the legal conditions (article 7:53 of the BCCA ) benefits from the double voting right provided by law for such shares in relation to other shares representing the same proportion of the capital.

  1. PRACTICAL ARRANGEMENTS FOR TAKING PART IN THE AGE
The GM is a physical meeting. The webcast will allow live viewing only. You will not be able to make oral interventions during the broadcast. Only chat will be allowed. However, it will not be possible to vote by chat.

To attend the webcast, please register in advance by following the procedure below:

  • send an email to [email protected] notifying the email address to which you wish to receive the invitation to the webcast ;
  • you will then receive an email inviting you to the webcast, to the email address you have given us ;
  • you must reply to the link that will be sent to you (pre-registration required) ; and
  • you will be able to watch the webcast via the "Teams" link, which will then be emailed to you at the same address.

Attachments