Delegation of authority to special proxy holders | 4
April 2024
DELEGATION
Tony De Pauw and Joost Uwents, both acting in their capacity as
special representative of WDP NV/SA (also acting in its capacity as director of WDP Nederland N.V. (in turn acting in its capacity as director of WDP Development NL N.V. and WDP Services NL B.V.))
special representative of WDP Invest NV/SA
gérant of WDP France SARL
special representative of Warehouses De Pauw Romania S.R.L.
special representative of Expo Market Doraly S.R.L.
Effective from
22 January 2024
22 January 2024
22 January 2024
22 January 2024
28 March 2024
hereby jointly decide to grant the following decision-making and representation powers for the acts specified below to the special proxy holders listed below, always with the power of further substitution and sub-delegation1, and this for a period ending on the last day of January next year (the Delegation).
The restrictions provided for in the decision-making and representation powers below may not be circumvented by breaking down an act or transaction into separate acts or transactions that would not exceed the stated threshold individually, but that would collectively.
CERTIFICATE OF SPECIAL PROXY HOLDER WDP
The Delegation is further defined for each individual special proxy holder in a certificate that each individual special proxy holder will receive (the Certificate of Special Proxy Holder WDP).
The Delegation comes into effect from the date stated in the Certificate of Special Proxy Holder WDP and ends automatically as soon as the special proxy holder in question is no longer employed by WDP NV/SA and/or one of its subsidiaries in the position stated on the aforementioned Certificate of Special Proxy Holder WDP.
The Certificate of Special Proxy Holder WDP may contain restrictions on the Delegation such as: effective date, end date, territory, compan(y)(ies) involved.
Certificates of Special Proxy Holder WDP still in force and issued under a previous delegation, if applicable, will also remain valid under, and within the limits of, this Delegation.
1 An individual special proxy holder also has the authority for further substitution and sub-delegation concerning his or her (shared) authority.
Delegation of authority by the CEOs
All amounts stated below should be read as being without VAT.
Drawn up on 4 April 2024
Tony De Pauw Joost Uwents
[as on the Dutch original]
[as on the Dutch original]
1. Object
1.1 Company
The delegations mentioned in this document relate to legal transactions performed by:
• WDP NV/SA, a public regulated real estate company under Belgian law, with its office at Blakebergen 15, 1861 Wolvertem, Belgium, registered in the register of legal entities of Brussels, Dutch section, under company number 0417.199.869;
• WDP NV/SA, as mentioned above, acting in its capacity as director of WDP Nederland N.V. (in turn acting in its capacity as director of WDP Development NL N.V. and WDP Services NL B.V.);
o WDP Nederland N.V. with its registered office in Breda, and principal place of business at Hoge Mosten 2 B1, 4822 NH Breda (The Netherlands), registered in the Commercial Register under number 34151538;
o WDP Development NL N.V. with its registered office in Breda, and principal place of business at Hoge Mosten 2 B1, 4822 NH Breda (The Netherlands), registered in the Commercial Register under number 53215737;
o WDP Services NL B.V. with its registered office in Breda, and principal place of business at Hoge Mosten 2 B1, 4822 NH Breda (The Netherlands), registered in the Commercial Register under number 90408756;
• WDP Invest NV/SA, with its office at Blakebergen 15, 1861 Wolvertem (Belgium), registered in the register of legal entities of Brussels, Dutch section, under company number 0730.864.514;
• WDP France SARL, with its office at rue Cantrelle 28, 36000 Chateauroux (France), registered in the Châteauroux Commercial Register under number 432 930 527;
• Warehouses De Pauw Romania S.R.L. with its office in Bucharest (Romania), 2 Gara Herastrau Street, Equilibrium Office Building, S1, 10th floor, 2nd District, registered in the Bucharest Commercial Register under number RO21664036;
• Expo Market Doraly S.R.L., with its office in Bucharest (Romania), 31 Bucureşti-Urziceni Road (Pavilion ABC), Afumați Commune, Ilfov County, registered in the Bucharest Commercial Register under number J23/948/2001;
(hereinafter each individually a Company) and this both for itself and for others, e.g. in its capacity as (a member of) the board or special proxy holder of its (present and future) subsidiaries.
However, a special proxy holder can only act for the company/companies indicated in his or her Certificate of Special Proxy Holder WDP.
1.2 Special proxy holders
Group I
Tony De Pauw – CEO
Joost Uwents – CEO
Mickaël Van den Hauwe – CFO
Group II
Marc De Bosscher – CTO
Christoffel (Kristof) De Witte – Country Manager
Michiel Assink – Country Manager
Jeroen Biermans – Country Manager
Group III
Head of HR
Head of Marketing
Project Manager Operations
Head of Energy & Sustainability
Project Manager
Business Development Manager
Property Manager
Portfolio Manager
Head of Property Management
E&S Project Manager
Director of Business & Legal
Sustainability Manager
HSES Manager
General Counsel
Legal Counsel
Corporate Finance Manager
Corporate Finance Analyst
Head of Controlling & Reporting
Head of Accounting
Head of IT
Investor Relations
E&S Business Development Manager
Regional E&S Manager
COO WDP RO
Technical Manager
Procurement Manager
A member of Group I also has all the powers of members of Group II and Group III.
Only the titles of the special proxy holders in Group III are published, not the identity of the special proxy holders. In parallel, a file shall be kept specifying the signature powers of the employees, and each employee, taking into account their position and duration of employment, shall be informed by means of an individual letter (Certificate of Special Proxy Holder WDP) of the powers delegated to him/her within the framework of this proxy power.
1.3 Territory
A special proxy holder can only perform legal transactions whose object is located within the territory indicated, where applicable, in his or her Certificate of Special Proxy Holder WDP.
2. Delegation2
2.1 Basic delegation
1. In principle, every decision, every agreement, and in general, every legal transaction validly binding the Company must be validly decided upon and executed by:
1.1. A person from Group I or Group II or Group III, individually authorised, if the interest or the total value of the envisaged legal transaction is lower than or equal to 5,000 euros (excl. VAT),
1.2. a person from Group I, acting jointly with a person from Group I or Group II, acting jointly, if the interest or the total value of the envisaged legal transaction does not exceed an amount of 50,000 euros (excl. VAT).
2.2 Special delegations
Without prejudice to the basic delegation described in 2.1, the following special delegations also apply.
INVESTMENTS AND DISPOSALS
2. A person from Group I acting jointly with a person from Group I or the Country Manager responsible for the region where the investment or (re)development is located, is authorised to make any decision regarding an investment or a (re)development project, which includes negotiating, concluding, signing, amending or executing any investment agreement (including preparatory acts, such as, for example, a letter of intent), in any form, such as, for example, a purchase of shares (including assumption of debt), a purchase of assets, including in the context of a public tender, where applicable, in the form of a public-private partnership or other form, and regardless of the method of payment, both in Belgium and abroad:
- for a purchase price, investment amount or (re)development budget equal to or less than 50 million euros; and
- within the operational segments and geographical regions as determined in the strategy by the Board of Directors; and
- without being related to the acquisition of an operational company (with staff); and
- not involving the acquisition of a mere financial participation in a company; and
- that does not constitute a partnership, with participation by a third party.
3. A person from Group I acting jointly with a person from Group I or the Country Manager responsible for the region where the disposal is located is authorised for any decision related to a disposal (including preparatory actions, such as, for example, a letter of intent), including negotiating, entering into, signing, amending or executing any disposal agreement in any form, such as, for example, a sale of shares (including assignment of debt), a sale of assets, and regardless of the method of payment, both in Belgium and abroad for a sale price equal to or less than 25 million euros.
2 Special proxy holders authorised (whether or not jointly) for a special delegation above a certain threshold (quantitative or qualitative) are also authorised for the special delegation below that well-defined threshold (quantitative or qualitative).
4. A person from Group I acting jointly with a person from Group I or the Country Manager responsible for the region where the investment, (re)development or disposal is located is authorised to make any decision regarding a confidentiality agreement under an investment/disposal, including negotiating, concluding, signing, amending or executing.
COMMERCIAL MANAGEMENT
5. A person from Group I acting jointly with the Country Manager responsible for the region where the object of the legal transaction is located is authorised to take any decision regarding the commercial management (including all rights in rem, leases, charter agreements and other occupancy agreements) of the property portfolio as well as installations related to energy (including preparatory acts, such as, for example, a confidentiality agreement or letter of intent), including negotiating, concluding, signing, amending or executing all related agreements (including project development agreement and/or agreements related to energy (provisions) with the client), as well as the amendment or its extension, if the envisaged legal transaction is performed within the framework of an agreement relating to commercial management with an annual value that exceeds 500,000 euros, respectively, an annual estimated value that exceeds 100,000 euros (excl. VAT).
6. The Country Manager responsible for the region where the object of the legal transaction is located, acting jointly with a Business Development Manager or a Portfolio Manager or Director of Business & Legal of COO WDP RO, is authorised to take any decision regarding the commercial management (including all rights in rem, leases, charter agreements and other occupancy agreements) of the property portfolio and installations related to energy (including preparatory acts, such as, for example, a confidentiality agreement or letter of intent), including negotiating, concluding, signing, amending or executing all related agreements (including project development agreements and/or agreements related to energy (provisions) with the client), as well as the amendment or its extension, if the envisaged legal transaction is performed within the framework of an agreement relating to commercial management with an annual value lower than or equal to 500,000 euros, respectively, an annual estimated value lower than 100,000 euros (excl. VAT).
7. A person from Group I acting jointly with the Country Manager responsible for the region where the object of the legal transaction is located is authorised to take any decision regarding the early termination of a commercial management agreement (including all rights in rem, leases, charter agreements and other occupancy agreements) of the property portfolio and installations related to energy (including preparatory acts, such as, for example, a confidentiality agreement or letter of intent), including negotiating, concluding, signing, amending or executing all related agreements if the envisaged legal transaction is performed within the framework of an agreement relating to commercial management with an annual value that exceeds 100,000 euros (excl. VAT).
8. The Country Manager responsible for the region where the object of the legal transaction is located, acting jointly with a Business Development Manager or a Portfolio Manager or the Director of Business & Legal of COO WDP RO, is authorised to take any decision regarding the early termination of a commercial management agreement (including all rights in rem, leases, charter agreements and other occupancy agreements) of the property portfolio and installations related to energy (including preparatory acts, such as, for example, a confidentiality agreement or letter of intent), including negotiating, concluding, signing, amending or executing all related agreements if the envisaged legal transaction is performed within the framework of an agreement relating to commercial management with an annual value lower than or equal to 100,000 euros (excl. VAT).
9. The Country Manager responsible for the region where the object of the legal transaction is located, acting jointly with a Business Development Manager or a Portfolio Manager or a Property Manager or the Director of Business & Legal of COO WDP RO, is authorised for the transactions involving the conclusion of agreements relating to commercial management such as, but not limited to, the property description, soil investigation or the bank guarantee.
10. Insofar as an envisaged legal transaction is not covered by the other “Specific Delegations”, a person from Group I, acting jointly with the Country Manager responsible for the region where the object of the legal transaction is located, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, real estate agents, if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
11. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, a person from Group I or Group II acting jointly with a person from Group III, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, real estate agents, if the total value of the envisaged legal transaction is equal to or lower than 100,000 euros (excl. VAT).
PROPERTY MANAGEMENT
12. A person from Group I, acting jointly with the Country Manager responsible for the region where the object of the legal transaction is located, is authorised to negotiate, conclude, sign, amend or execute all agreements related to the operational and technical management (herein including the agreements relating to the maintenance, repair and maintenance works) of the property portfolio and installations related to energy (including preparatory acts such as, for example, a confidentiality agreement or declaration of intent), as well as the amendment, extension or termination thereof, if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
13. The Country Manager responsible for the region where the object of the legal transaction is located, acting jointly with the Head of Property Management, is authorised to negotiate, conclude, sign, amend or execute all agreements related to the operational and technical management (herein including the agreements relating to the maintenance, repair and maintenance works) of the property portfolio and installations related to energy (including preparatory acts such as, for example, a confidentiality agreement or declaration of intent), as well as the amendment, extension or termination thereof, if the total value of the envisaged legal transaction is lower than or equal to 100,000 euros (excl. VAT).
14. The Head of Property Management, acting jointly with an (E&S) Business Development Manager or a Portfolio Manager or a Property Manager or a Regional E&S Manager or a Procurement Manager, is authorised to perform transactions related to or arising from the conclusion of agreements relating to the operational and technical management of the property portfolio and installations related to energy, including but not limited to, the official report from the provisional or pre-clearance handover, the release of a bank guarantee, the change notes (change order) in function of additional or modified works, an official report of receipt of a PID with all as-built documents, etc.
15. The Head of Property Management, acting jointly with a Property Manager or a Regional E&S Manager or a Portfolio Manager or an (E&S) Business Development Manager or a Procurement Manager on the one hand and an (E&S) Project Manager on the other hand, is authorised to perform transactions related to the (final) handover of a building, an installation or a work, such as, but not limited to, the official report from the (final) handover, the release of a bank guarantee.
16. Insofar as an envisaged legal transaction is not covered by the other “Specific Delegations”, a person from Group I, acting jointly with the Country Manager responsible for the region where the object of the legal transaction is located, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, consultancy firms or engineers, if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT)
17. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, a person from Group I or Group II, acting jointly with a person from Group III, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, consultancy firms or engineers, if the total value of the envisaged legal transaction is equal to or lower than 100,000 euros (excl. VAT).
DEVELOPMENT
18. A person from Group I, acting jointly with the CTO, is authorised for any decision relating to operations directly or indirectly related to works in the construction sector or related to energy (including works related to the supply of water, gas, electricity, etc.), including negotiating, concluding, signing, amending or executing all documents, agreements, grant applications, construction applications or permits (including preparatory acts such as, for example, a confidentiality agreement or letter of intent) relating to the study and realisation of all construction, redevelopment, renovation, embellishment, renewal and modernisation works, of both interior and exterior decoration, if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
19. The CTO, acting jointly with an (E&S) Project Manager or an E&S Business Development Manager or a Property Manager or a Regional E&S Manager or Director of Business & Legal of COO WDP RO, is authorised for any decision relating to operations directly or indirectly related to works in the construction sector or related to energy (including works related to the supply of water, gas, electricity, etc.), including negotiating, concluding, signing, amending or executing all documents, agreements, grant applications, construction applications or permits (including preparatory acts such as, for example, a confidentiality agreement or letter of intent) relating to the study and realisation of all construction, redevelopment, renovation, embellishment, renewal and modernisation works, of both interior and exterior decoration, if the total value of the envisaged legal transaction is lower than or equal to 100,000 euros (excl. VAT).
20. The CTO, acting jointly with an (E&S) Project Manager or Property Manager or a Regional E&S Manager or a Project Manager, is authorised to perform transactions related to or arising from the conclusion of agreements relating to the works in the construction sector or related to energy, including but not limited to, the official report of the provisional or pre-clearance handover, the release of a bank guarantee, the change notes (change order) in function of additional or modified works, the official report of receipt of a PID with all as-built documents, etc.
21. The CTO, acting jointly with an (E&S) Project Manager on the one hand, and a Property Manager or a Regional E&S Manager or a Project Manager on the other hand, is authorised to perform transactions related to the (final) handover of a building, an installation or a work, such as, but not limited to, the official report from the (final) handover, the property description, a soil investigation, the release of a bank guarantee, etc.
22. Insofar as an envisaged legal act is not covered by the other “Specific delegations”, a person from Group I, acting jointly with the CTO, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as for example engineers or study bureaus, if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
23. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, a person from Group I or Group II acting jointly with a person from Group III, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, engineers or consultancy firms, if the total value of the envisaged legal transaction is lower than or equal to 100,000 euros (excl. VAT).
WDP SHARED SERVICES
24. A person from Group I, acting jointly with a person from Group I or Group II, is authorised for any decision related to (i) the commercial development of energy activities and services, as well as (ii) business development projects related to energy and sustainability (including the operational and technical management of such projects and the transactions directly or indirectly related to works in the context of such projects), including the negotiation, conclusion, signing, amendment or execution of all related agreements (including grant applications, construction applications or permits), if the envisaged legal transaction is established in the context of an agreement with an annual estimated value, respectively, a total value that exceeds 100,000 euros (excl. VAT).
25. A person from Group I or Group II, acting jointly with the Head of Energy & Sustainability, or an (E&S) Business Development Manager or an (E&S) Project Manager or a Sustainability Manager or a Project Manager, is authorised for any decision related to (i) the commercial development of energy activities and services, as well as (ii) business development projects related to energy and sustainability (including the operational and technical management of such projects and the transactions directly or indirectly related to works in the context of such projects), including the negotiation, conclusion, signing, amendment or execution of all related agreements (including grant applications, construction applications or permits), if the envisaged legal transaction is established in the context of an agreement with an annual estimated value, respectively, a total value lower than or equal to 100,000 euros (excl. VAT).
26. A person from Group I or Group II, acting jointly with the Head of Energy & Sustainability, or an (E&S) Business Development Manager or an (E&S) Project Manager or a Sustainability Manager, is authorised for transactions involved in concluding an agreement related to (i) the commercial development of energy activities and services, as well as (ii) business development projects related to energy and sustainability (including the operational and technical management of such projects and the transactions directly or indirectly related to works in the context of such projects), such as, for example, those including but not limited to, the property description, the bank guarantee, the (pre-clearance) handover.
27. Insofar as an envisaged legal transaction is not covered by the other “Specific Delegations”, a person from Group I, acting jointly with a person from Group I or Group II, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, consultancy firms, engineers or energy providers, if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
28. Insofar as an envisaged legal transaction is not covered by the other “Specific Delegations”, a person from Group I or Group II, acting jointly with a person from Group III, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, consultancy firms, engineers or energy providers, if the total value of the envisaged legal transaction is less than or equal to 100,000 euros (excl. VAT).
FINANCING
29. The CFO, acting jointly with a person from Group I, is authorised to make any decision regarding, negotiating (including preparatory work such as, for example, a confidentiality agreement or a letter of intent) and concluding, signing, amending, terminating, executing and/or developing any financing (including commercial paper, straight loans, etc.), any agreement regarding (total or partial) cancellation or release of (collateral or personal) securities, and any agreement regarding hedging instruments insofar as the amount and conditions thereof are appropriate within the financing policy and the hedging policy approved by the Board of Directors and with the exception of decisions regarding public equity and debt transactions, which always have to be decided at the level of the Board of Directors.
30. The CFO, acting jointly with the Corporate Finance Manager, is authorised for transactions related to or arising from the conclusion of financing agreements (including through the issuance of debt instruments, commercial paper, straight loans, etc.) (including the preparatory actions such as, for example, a confidentiality agreement or letter of intent), the granting and (full or partial) release of (real or personal) collateral and the hedging instruments, such as, but not limited to, the (request for) inclusion of the credit granted and approved (utilisation requests), issuing compliance certificates and statements, concluding, executing, delivering other documents related to financing such as, for example, deeds (aktes), acknowledgements, release notices (vrijgavebrieven), cancellation letters, selection notices, extension notices and any other documents in the context of the further operational implementation of the aforementioned agreements.
31. The CFO, acting jointly with the Corporate Finance Manager, is authorised for all acts pertaining to the executive financial management of a Company, such as, but not limited to, (i) opening accounts in the name of the Company (and the associated (credit) cards), (ii) concluding management contracts cfr. ISABEL.
32. The CFO, acting jointly with the Head of Controlling & Reporting or Head of Accounting, is authorised for all acts regarding the tax management of a Company, including: (i) the handling of information requests from the tax authorities, the signing of all documents, contracts, undertakings or declarations with the tax authorities (including the service of advance decisions in tax matters) at the federal, regional, provincial and municipal level, (ii) the filing of complaints, legal actions, including summons, seizure, complaint, objection, appeal, cassation appeal, waiver of legal action with regard to tax matters.
33. The CFO, acting jointly with a person from Group I, is authorised to sign engagement letters, letters of representation and other statements in the context of the (statutory) audit by the external auditor of a Company or in the context of special assignments assigned to him/her that would otherwise fall outside the scope of his/her statutory audit mandate.
34. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, a person from Group I, acting jointly with the CFO, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, external auditors, lawyers, tax advisors etc., if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
35. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, a person from Group I or Group II, acting jointly with a person from Group III, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, external auditors, lawyers, tax advisors, if the total value of the envisaged legal transaction is equal to or lower than 100,000 euros (excl. VAT).
FUND TRANSFERS
36. Two persons from Group I, acting jointly, are authorised for all payment orders, wire transfers, issuance and cashing of all cheques and, in general, all transfers of funds to (i) third parties that are not affiliated companies (within the meaning of Section 1:20 of the Code of Companies and Associations), for an amount that exceeds 1 million euros (excl. VAT) or (ii) to employees.
37. Two persons from Group I, acting jointly, or one person from Group I acting jointly with the Corporate Finance Manager or the Corporate Finance Analyst is/are authorised for all payment orders, wire transfers, the issuance and cashing of all cheques and, in general, all transfers of funds to third parties that are not affiliated companies (within the meaning of Article 1:20 of the Code of Companies and Associations), for an amount lower than or equal to 1 million euros (excl. VAT).
38. A person from Group I is individually authorised for all payment orders, transfers, issuing and cashing of all cheques and, in a general sense, all transfers of funds to affiliated companies (within the meaning of Article 1:20 of the Belgian Code of Companies and Associations), without any limitation on the amount.
LEGAL AFFAIRS
39. A CEO, acting jointly with the Chair of the Board of Directors, is authorised for serving notice of default, lodging complaints and claims (summons, attachment, complaint, objection, appeal, appeal in cassation etc.), all procedural acts and acts of execution, the instruction of notaries, lawyers, bailiffs and experts and for this purpose and the definition their mission, appointing arbitrators and the agreement to arbitrate, and in general, monitoring and managing criminal and environmental law disputes if the value of the dispute exceeds 250,000 euros (excl. VAT).
40. A person from Group I, acting jointly with a person from Group I, is authorised for serving notice of default, lodging complaints and claims (summons, attachment, complaint, objection, appeal, appeal in cassation etc.), all procedural acts and acts of execution, the instruction of notaries, lawyers, bailiffs and experts and for this purpose and the definition their mission, appointing arbitrators and the agreement to arbitrate, and in general, monitoring and managing criminal and environmental law disputes if the value of the dispute is lower than or equal to 250,000 euros (excl. VAT).
41. A person from Group I of Group II, acting jointly with a Legal Counsel or the Director of Business & Legal of COO WDP RO, is authorised for serving notice of default, lodging complaints and claims (summons, seizure, complaint, objection, appeal, appeal in cassation etc.), all procedural acts and acts of execution, the instruction of notaries, lawyers, bailiffs and experts and for this purpose and the definition of their mission, appointing arbitrators and the agreement to arbitrate, and in general, monitoring and managing all disputes with the exception of criminal and environmental law disputes.
42. The two CEOs, acting jointly, are authorised to enter into settlements of up to 2.5 million euros (excluding VAT), with the exception of settlements in the context of a criminal and/or environmental law dispute.
43. A person from Group I or Group II, acting jointly with a Legal Counsel or the Director of Business & Legal of COO WDP RO, is authorised to enter into settlements of up to 1 million euros (excluding VAT), with the exception of settlements in the context of a criminal and/or environmental law dispute.
44. A person from Group I or the General Counsel is individually authorised to monitor, manage and sign entries in a Company's share register.
45. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, a person from Group I, acting jointly with a person from Group II, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, lawyers and legal advisors, if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
46. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, a person from Group I or Group II, acting jointly with a person from Group III, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, lawyers and legal advisors, if the total value of the envisaged legal transaction is equal to or lower than 100,000 euros (excl. VAT).
47. Two persons from Group I, acting jointly, are authorised to negotiate, conclude, sign, amend or execute all documents and agreements related to insurance policies to which a Company is a party.
48. Two persons from Group I, acting jointly, are authorised to deal with claims within the framework of an insurance case file and to sign the discharges related to it for an amount exceeding 100,000 euros (excl. VAT).
49. A person from Group I or Group II, acting jointly with a person from Group III, is authorised to deal with claims within the framework of an insurance case file and to sign the discharges related to it for an amount lower than or equal to 100,000 euros (excl. VAT).
50. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, a person from Group I acting jointly with the CFO is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners etc., if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
51. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, a person from Group I or Group II, acting jointly with a person from Group III, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners etc., if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
52. Two persons from Group I, acting jointly, are authorised to negotiate, conclude, sign, amend and/or execute all agreements, deeds, licences and other documents (including preparatory acts such as, for example, a confidentiality agreement or letter of intent) in the context of information technologies, digital technologies, digital services, the implementation of those technologies and services in a Company’s systems, including the purchase, in any form whatsoever, of the products (software, IT and electronic equipment) and the rental of the related services, if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
53. One person from Group I, acting jointly with the Head of IT, is authorised to negotiate, conclude, sign, amend and/or execute all agreements, deeds, licences and other documents (including preparatory acts such as, for example, a confidentiality agreement or letter of intent) in the context of information technologies, digital technologies, digital services, the implementation of those technologies and services in a Company’s systems, including the purchase, in any form whatsoever, of the products (software, IT and electronic equipment) and the rental of the related services, if the total value of the envisaged legal transaction is lower than or equal to 100,000 euros (excl. VAT).
HUMAN RESOURCES
54. A person from Group I or Group II, acting jointly with the Head of HR, is authorised for any decision regarding and the negotiation, conclusion, signing, amendment and execution of employment contracts and service agreements, the making of job offers to potential candidates, as well as the signing of letters of dismissal and the negotiation, conclusion, signing, amendment and execution of severance agreements (always with the exclusion of the members of the Board of Directors and the members of the Management Committee);
55. The Head of HR is individually authorised to take all necessary actions that are or may be necessary, useful or incidental to, or in connection with, the implementation of the HR policy and the execution of employment and service agreements, such as (but not limited to) the organisation of training courses and education, the signing of social documents, personnel policies, the ordering of meal and eco cheques, fuel cards, company vehicles etc.
56. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, two persons from Group I, acting jointly, are authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as headhunters, payroll agencies etc., if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
57. Insofar as an envisaged legal transaction is not covered by the other “Specific Delegations”, a person from Group I or Group II, acting jointly with a person from Group III, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, a headhunter, payroll office, etc., if the total value of the envisaged legal transaction is less than or equal to 100,000 euros (excl. VAT).
MARKETING – SPECIAL PROJECTS – INVESTOR RELATIONS - HSES
58. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, two persons from Group I, acting jointly, are authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, marketing consultants, event organisers or graphic designers etc., if the total value of the envisaged legal transaction exceeds 100,000 euros (excl. VAT).
59. Insofar as an envisaged legal transaction is not covered by the other “Specific delegations”, a person from Group I or Group II, acting jointly with a person from Group III, is authorised to select, negotiate, conclude, sign, amend or execute all documents, agreements with consultants, partners, suppliers such as, for example, marketing consultants, event organisers or graphic designers etc., if the total value of the envisaged legal transaction is lower than or equal to 100,000 euros (excl. VAT).