| No. |
Proposition |
|
For |
Against |
Abstain |
| 1 |
Election of Director: Robert W. Drummond |
|
|
|
|
| 2 |
Election of Director: Michael Jardon |
|
|
|
|
| 3 |
Election of Director: Eitan Arbeter |
|
|
|
|
| 4 |
Election of Director: Lisa L. Troe |
|
|
|
|
| 5 |
Election of Director: Brian Truelove |
|
|
|
|
| 6 |
Election of Director: Frances M. Vallejo |
|
|
|
|
| 7 |
Election of Director: Eileen G. Whelley |
|
|
|
|
| 8 |
To approve on a non-binding advisory basis the compensation of the Companys named executive officers for the year ended December 31, 2024. |
|
|
|
|
| 9 |
To review the annual report for the fiscal year ended December 31, 2024, including the paragraph relating to corporate governance, to confirm and ratify the preparation of the Companys statutory annual accounts and annual report in the English language and to confirm and adopt the annual accounts for the fiscal year ended December 31, 2024. |
|
|
|
|
| 10 |
To discharge the members of the Board from liability in respect of the exercise of their duties during the fiscal year ended December 31, 2024. |
|
|
|
|
| 11 |
To appoint Deloitte Accountants B.V. as the Companys auditor who will audit the Dutch statutory annual accounts of the Company for the fiscal year ending December 31, 2025, as required by Dutch law. |
|
|
|
|
| 12 |
To ratify the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm to audit the Companys U.S. GAAP financial statements for the fiscal year ending December 31, 2025. |
|
|
|
|
| 13 |
To authorize the Board to repurchase shares up to 10% of the issued share capital, for any legal purpose, through the stock exchange or in a private purchase transaction, at a price between $0.01 and 105% of the market price on the New York Stock Exchange, and during a period of 18 months starting from the date of the 2025 annual meeting. |
|
|
|
|
| 14 |
To authorize the Board to issue shares up to 20% of the issued share capital as of the date of the 2025 annual meeting, for any legal purpose, at the stock exchange or in a private purchase transaction, and during a period of 18 months starting from the date of the 2025 annual meeting. The authorization also includes the authority to restrict or exclude pre-emptive rights upon an issue of shares. |
|
|
|
|