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    MELE   BE0165385973

MELEXIS N.V.

(MELE)
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Melexis N : Minutes of the shareholders' meeting 2021

05/20/2021 | 06:00pm EDT
  • FOR TRANSLATION PURPOSES ONLY -

MELEXIS

Public limited liability company

Rozendaalstraat 12, 8900 Ieper (Belgium)

Register Legal Persons Ghent, division of Ieper 0435.604.729 (the "company")

MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS

held on Tuesday May 11th, 2021

at Melexis Technologies NV, Transportstraat 1, 3980 Tessenderlo, Belgium

The meeting is opened at 11h00 CET under the chairmanship of Mr. Roland Duchâtelet, Chairman of the Board of Directors.

Language

The Chairman notes that, in accordance with the Law, Dutch is the official language of the meeting. He invites the persons who do not speak this language to express themselves in English.

Bureau

In accordance with Article 30 of the Articles of Association is appointed as secretary of the meeting: Ms. Cindy MISCORIA, who works in the Company as General Counsel.

Are appointed as recorders of the votes:

Ms. Karen VAN GRIENSVEN, who is CFO of the Company;

Ms. Valerie KERFS, who is Investor Relations Professional of the Company; Ms. Françoise CHOMBAR, director, completes the Bureau.

The members of the bureau are physically present. Mr. Marc BIRON, future managing director, Ms. Maria Pia DE CARO, future director, and Mr. Geert REYNDERS, Executive Advisor to the Board of Directors, are also physically present.

Ms. Sofie Van Grieken, permanent representative of the auditor, and her colleague Mr. Koen VANSTRAELEN, are participating in the meeting remotely and via electronic means.

Page 1 of 8

Verifications by the Bureau - Attendance list

The Chairman reports to the meeting about the verifications and conclusions made by the Bureau during and after the fulfillment of the registration formalities by the participants, in view of the composition of the meeting:

I. The convocation to this General Meeting has been published as follows: by means of an announcement published in:

  • the Belgian Official Journal on 9 April 2021;
  • De Standaard on 9 April 2021.

by means of media that may reasonably be relied upon for the effective dissemination of information to the public throughout the European Economic Area and that is accessible fast and on a non-discriminatory basis, i.e. by a publication of the convocation, proxies and rights of the shareholders on the website of the company and through e-mail with all required documentation attached to all people subscribed to the Investor Relations distribution list;

by means of publication of the convocation on the platform (STORI) of the competent Supervisor, which is FSMA;

by means of notifications sent on 9 April 2021 by e-mail to the Directors and the Statutory Auditor of the Company.

  1. The convocation mentioned sub I, as well as all other information mentioned in Article 7:129 of the Belgian Code on Companies and Associations, has been made available for the shareholders on the website of the Company www.melexis.com without interruption as of 9 April 2021 until today. This information will remain available on the website for a period of five (5) years as of today.
  1. The Company hasn't received any notices from shareholders holding alone or together at least 3% of the share capital of the Company that wished to make use of their right to have items added to the agenda or to file resolution proposals in relation to items already on or to be added to the agenda in accordance with Article 7:130 of the Belgian Code on Companies and Associations. Consequently, the agenda as included in the convocation mentioned sub I remained unchanged.

IV. The Bureau has concluded and informs the Meeting:

that all shareholders mentioned on the attendance list have timely complied with the provisions of Article 7:134 of the Belgian Code on Companies and Associations and the Articles of Association which have to be complied with in order to be admitted to the Meeting;

that all proxies that have been presented comply with the provisions of Article 7:143 of the Belgian Code on Companies and Associations and have been timely received by the Company. None of the proxy holders appointed in the proxies has a capacity as mentioned in Article 7:143 of the Belgian Code on Companies and Associations that could cause a potential conflict of interest between an appointed proxy holder and the shareholder that he represents, except for Ms. Françoise CHOMBAR and Mr. Roland DUCHATELET, who declare to have a position in the Company as directors, as mentioned before after their name, and who declare having received specific voting instructions for each and every item on the agenda;

Page 2 of 8

that the Company requested the shareholders to participate in the Meeting by means of an electronic communication tool made available by the Company and allows to vote at distance prior to the Meeting by letter by means of a form made available by the Company . As justified in the convocation, the Company does not offer the opportunity to shareholders to vote electronically at the meeting itself. However, the electronic communication tool does allow the shareholders to directly, simultaneously and uninterruptedly take note of the discussions taking place during the meeting, and to participate in deliberations and exercise the right to ask questions.

The accuracy of these facts has been examined by the Meeting and acknowledged as being correct. Therefore, all shareholders mentioned on the attendance list, including all proxy holders appointed in the submitted proxies, were admitted to the Meeting to participate in the deliberation and voting over the items on the agenda of the Meeting.

Subsequently the Meeting approves the attendance list as determined by the Bureau in its entirety as well as all attached private proxies that have been presented to the Bureau, and also approves the proxy holders appointed in these proxies. To the extent necessary each and every potential nullity in the proxies submitted to the Bureau, in form or for any other reason, is explicitly waived. This approval is provided with unanimity.

From the attendance list it appears that 482 shareholders are present or represented with a total of 30,109,946 shares.

V. The share capital of the Company amounts to five hundred sixty-four thousand eight hundred thirteen euro and eighty-six eurocents (EUR 564,813.86), represented by forty million four hundred thousand (40,400,000) shares without nominal value mentioned.

VI. All the shares of the Company are voting shares and each share is entitled to one (1) vote.

VII. No bonds, warrants or certificates have been issued.

VIII. The convening formalities as stated in the applicable legal provisions were correctly observed.

The Meeting unanimously confirms this explanation by the Chairman and proceeds with the discussion of the agenda.

The Chairman explains the general policy of the Company and the group in a global context.

Thereupon the Chairman gives the floor to Ms. Sofie Van Grieken, auditor, who shortly explains the audit report.

Thereupon the Chairman gives the floor to Ms. Françoise Chombar, managing director, and Marc Biron, future managing director, who draw attention to a few key points of the annual report of the Board of Directors on the financial year 2020.

IX. In the period between the publication of the convening notice and April 19th, 2021, the company received one written question of a shareholder who wished to make use of their preliminary right to ask

Page 3 of 8

questions according to Article 7:139, last paragraph, of the Belgian Code on Companies and Associations. The question is answered by Ms. Françoise Chombar.

The Chairman invites the attendees who wish to do so to ask questions in relation to the items on the agenda. Ms. Françoise Chombar and Ms. Karen van Griensven treat the oral questions.

X. Present Meeting was convened to deliberate and to decide upon the following:

AGENDA AND RESOLUTION PROPOSALS AS MENTIONED IN THE CONVENING NOTICE REFERRED TO SUB I:

  1. Acknowledgement and explanation of the annual report of the board of directors regarding the statutory annual accounts for the financial year ended on December 31st, 2020, with explanation of the remuneration report that is included in the corporate governance statement.
    The Chairman records that the meeting refrains from having the annual report of the board of directors and the audit report of the auditor read. With the exception of the remuneration report, neither of both reports require a decision.
  2. Acknowledgement and explanation of the statutory auditor's report regarding the statutory annual accounts for the financial year ended on December 31st, 2020.
    This agenda item does not have to be approved by the shareholders.
  3. Acknowledgement and explanation of the consolidated annual accounts, the report of the board of directors and the statutory auditor's report with regard to the consolidated annual accounts for the financial year ended on December 31st, 2020.
    This agenda item does not have to be approved by the shareholders.

4. Approval of the statutory annual accounts and other documents to be deposited in accordance with the Belgian Code on Companies and Associations for the financial year ended on December 31st, 2020, with allocation of the financial result.

Resolution: Subsequent to the examination of the statutory annual report of the board of directors and the report of the statutory auditor and to the discussion of the statutory annual accounts, and other documents to be deposited in accordance with the Belgian Companies Code, and the consolidated annual accounts for the financial year ended on December 31st, 2020, the statutory annual accounts, and other documents to be deposited in accordance with the Belgian Companies Code, for the financial year ended on December 31st, 2020, are approved.

The ordinary result amounts to EUR 62,196,672.36. Including the result carried forward from the financial year ended on December 31st, 2019, the total result to be appropriated for the financial year ended on December 31st, 2020, amounts to EUR 917,082,776.24. The shareholders' meeting approves that this result be allocated as determined in the annual accounts closed on December 31st, 2020, as follows:

Page 4 of 8

  • Result to be carried forward: EUR 828,205,096.74
  • Gross dividend: 88,877,679.50 (*)
  1. On a per share basis this represents a gross dividend for 2020 of EUR 2.20. The Board of Directors approved on January 29th, 2021 to propose to the annual shareholders' meeting to pay out over the result of 2020 a total dividend of 2.20 EUR gross per share. This amount contains an interim dividend of 1.30 EUR per share which was paid in October 2020 and a final dividend of 0.90 EUR per share which will be payable after approval of the annual shareholders' meeting.
    The Melexis shares will start trading ex coupon on May 13, 2021 (opening of the market). The record date is May 14, 2021 (closing of the market) and the dividend will be payable as from May 17, 2021.

Number of shares with a valid vote:

40,400,000

Number of valid votes cast:

30,109,946

Number of votes for:

30,035,212

Number of votes against:

56,521

Number of abstentions:

18,213

5. Approval of the remuneration report regarding the financial year ended on December 31st, 2020.

Resolution: The shareholders' meeting approves the remuneration report regarding the financial year ended on December 31st, 2020.

Number of shares with a valid vote:

40,400,000

Number of valid votes cast:

30,109,946

Number of votes for:

29,528,837

Number of votes against:

581,109

Number of abstentions:

0

6. Approval of the remuneration policy.

Resolution: The shareholders' meeting approves the remuneration policy and will apply it in accordance with article 7:89/1 of the BCCA and the Belgian Corporate Governance Code 2020 (the

"Code 2020").

Number of shares with a valid vote:

40,400,000

Number of valid votes cast:

30,109,946

Number of votes for:

29,414,342

Number of votes against:

454,616

Number of abstentions:

240,988

Page 5 of 8

Disclaimer

Melexis NV published this content on 21 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2021 07:28:02 UTC.


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Number of Analysts 9
Last Close Price 96,50 €
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Marc Biron Chief Executive Officer & Director
Karen van Griensven Chief Financial Officer
Franšoise Chombar Chairman
Veerle Lozie Vice President-Operations & Information Technology
Damien Macq Chief Operating & Investment Officer
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