AGM Information • Apr 18, 2020
AGM Information
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Brussels, 18 April 2020.
As announced in the convocation of 24 March 2020, the Board of Directors of ageas SA/NV confirms that the Extraordinary General Meeting of Shareholders of ageas SA/NV of 23 April 2020 will not achieve the required attendance quorum, i.e. representation of at least 50% of the share capital, and will thus be unable to decide validly regarding its agenda items.
A new Extraordinary General Meeting is therefore convened for 20 May 2020 which, regardless of the share capital represented, will be able to deliberate validly regarding all agenda items.
To the extent necessary, the Board of Directors informs the shareholders that the Extraordinary General Meeting of Shareholders of ageas SA/NV of 23 April 2020, which will only acknowledge that the meeting is not quorate, will be held without the possibility for you to attend the meeting in person.
THE BOARD OF DIRECTORS OF AGEAS SA/NV INFORMS YOU ABOUT THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF AGEAS SA/NV AS WELL AS ABOUT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD AFTER THE ORDINARY GENERAL MEETING ON
at the headquarters of ageas SA/NV Rue du Marquis 1 1000 Brussels
In particular, we ask you to note that you will not be allowed to physically attend the meetings and that you will only be entitled to vote by correspondence or by proxy based solely on the number of shares that you hold on the Record Date and about which you have made known your intention to exercise your voting rights at the Meetings, regardless of the number of shares that you hold on the day of the Meetings.
The Record Date has been set at midnight (CET) on 6 May 2020, in accordance with article 18 a) of the company's articles of association.
In the framework of the current sanitary crisis related to the COVID-19 outbreak, ageas SA/NV is not in a position to organise physical General Meetings of Shareholders on 20 May 2020.
Consequently, in accordance with the Royal Decree of 9 April 2020, the shareholders are requested to exercise their rights exclusively:
We draw the attention of the shareholders to the fact that their intention to vote at the Meetings will only be taken into account to the extent that they are holders of shares registered ON WEDNESDAY 6 MAY 2020 at midnight (CET) (the Record Date).
In addition shareholders must take the following deadlines into account:
contact themselves their bank or other financial institution as of the publication of the convocation for the Meetings); AND
The voting form and the proxy can be sent to the company via regular postal mail or via e-mail to [email protected] together with a scanned or photographed copy of the completed and signed proxy or voting form.
The company will organise a broadcast of the Meetings. The shareholders are encouraged to consult Ageas' website for information on how to access the broadcast of the Meetings.
One or more shareholders representing at least one per cent of the share capital or holding shares with a market value of at least EUR 50 million have the right to place new items on the agenda of a General Meeting and to table draft resolutions on existing or new agenda items.
The right to request the addition of items to the agenda or submit proposals of decisions relating to existing agenda items does not apply to a second Extraordinary General Meeting of Shareholders that must be convened for lack of an attendance quorum at the first Extraordinary General Meeting of Shareholders.
In order for shareholders to be able to exercise their right to amend the agenda, they must prove that on the day on which they submit their request they actually own at least one per cent of the share capital or hold shares with a market value of at least EUR 50 million. They must also ensure that the appropriate number of shares is registered on the record date in accordance with the registration formalities described above.
Ownership of shares on the day on which the request is submitted can be proved as follows:
Requests must be accompanied by the text of the items to be added to the agenda and the related draft resolutions, and/or by the text of the draft resolutions concerning existing or new agenda items. Requests must also mention a postal address or e-mail address to which ageas SA/NV can send confirmation of receipt.
The company must receive requests to place items on the agenda and to table draft resolutions no later than midnight (CET) on Tuesday 28 April 2020.
As the case may be, ageas SA/NV will publish an updated agenda no later than Tuesday 5 May 2020. At the same time a modified proxy form and voting form will be published on the website. All proxies previously submitted will nevertheless remain valid with regard to the agenda items they refer to.
Shareholders who comply with the above-mentioned conditions should send requests concerning their amendment right to the agenda to the postal address, e-mail address or fax number mentioned in this convening notice (see under the heading 'Practical Information').
In accordance with the Royal Decree of 9 April 2020, the shareholders will only have the right to submit, prior to the Meetings, questions in writing to the Board of Directors concerning the agenda items and the board's report, if any, as well as questions in writing to the statutory auditor about its report as the case may be.
Questions submitted will only be answered if the shareholder in question has completed the registration formalities mentioned above by the record date and provided that the question in writing is received by the company no later than Saturday 16 May 2020.
It will therefore not be possible for shareholders to ask questions during the Meetings.
Answers will be provided during the broadcast of the Meetings as explained above.
Shareholders who comply with the above-mentioned conditions should send their questions to the postal address, e-mail address or fax number mentioned in this convening notice (see under the heading 'Practical Information').
3.1 Discussion and proposal to approve the remuneration report.
The remuneration report on the 2019 financial year can be found in the Corporate Governance Statement section of the Ageas Annual Report 2019.
3.2 Discussion and proposal to approve the remuneration policy
The remuneration policy can be found on the ageas website -https://www.ageas.com/sites/default/files/file/file/24- 03%20-%20Remuneration%20Policy.pdf
1 To be understood within the meaning of the Ageas Corporate Governance Charter and the 2020 Corporate Governance Code.
2 To be understood within the meaning of the Ageas Corporate Governance Charter and the 2020 Corporate Governance Code.
3 To be understood within the meaning of the Ageas Corporate Governance Charter and the 2020 Corporate Governance Code 4 To be understood within the meaning of the Ageas Corporate Governance Charter and the 2020 Corporate Governance Code.
4.5 Proposal to re-appoint Mr. Antonio Cano as an executive member of the Board of Directors of the company, for a period of four years, until the close of the Ordinary General Meeting of Shareholders in 2024.
5.1 The below proposed amendments to the articles of association are aiming at aligning them with the Companies and Associations Code and to modernize them and with consequently the adoption of the new version of the coordinated articles of association which is available on the website of the company (www.ageas.com).
A comparison of the articles of association reflecting each of the proposed amendments has also been made available on the website, as well as a note explaining the proposed amendments. The main changes have been listed below. Some other changes, which are less significant, have not been listed below, but the comparison referred to above identifies the totality of the proposed changes to the articles of association.
5.1.1 Article 1: Definitions
Proposal to amend paragraph a) of article 1 worded as follows;
"a) the Company: the company with limited liability incorporated under the laws of Belgium (société anonyme/naamloze vennootschap) ageas SA/NV, with registered office established in the Brussels Capital Region;
5.1.2 Article 2: Name - Form
Proposal to modify alinea 2 of article 2 worded as follows;
"The Company is a limited liability company ("naamloze vennootschap / société anonyme"). It has the status of a listed company within the meaning of article 1:11 of the Companies and Associations Code."
Proposal to amend the first sentence of article 3 worded as follows;
"Its registered office is established in the Brussels Capital Region."
5.1.4 Article 6bis: Issue Premiums
Proposal to delete this article
5.1.5 Article 7: Form of the Shares
Proposal to amend the first sentence of paragraph b) of article 7 worded as follows;
"b) The board of directors shall keep a register in which the names and addresses of all holders of registered Shares and any other mentions required by law are recorded and which may be held electronically.
Proposal to amend paragraphs a) and c) of article 9 worded as follows;
Proposal to add a sentence at the end of paragraph a), b) and e), to insert a new paragraph f) and to amend the second and third sentence of paragraph d) of article 10 worded as follows;
Proposal to amend article 11 as follows;
Should all board members have a conflict of interest within the meaning of article 7:115 of the Companies and Associations Code, the decision or transaction will be submitted to the general meeting."
Proposal to amend article 12 as follows;
Should the majority of the members of the executive committee have a conflict of interest within the meaning of article 45bis of the Law regarding the statute and supervision of insurance and reinsurance companies, the matter shall be submitted to the board of directors for decision."
Proposal to amend article 13 worded as follows;
Proposal to amend article 14 worded as follows;
"The remuneration of the board members in their capacity as such is determined by the general meeting of shareholders, in accordance with article 7:108 of the Companies and Associations Code."
5.1.12 Article 15: Ordinary meeting of shareholders
Proposal to cancel paragraph b 1) to 5) i. and to amend paragraph b) 5) ii. worded as follows;
"b) One or more shareholders representing at least 1% of the capital or owning Shares whose stock exchange value amounts to at least
EUR 50 million may request the addition of items to the agenda and may submit proposals of decisions relating to new as well as to existing agenda items to the board of directors, provided that (i) they prove ownership of such shareholding as of the date of their request and they register their Shares representing such shareholding on the record date and (ii) the additional agenda items and/or proposals of decisions proposed by such shareholders have been submitted to the board of directors in writing, at the latest on the twenty-second (22nd) day preceding the date of the ordinary general meeting of shareholders. The revised agenda, as the case may be, shall be published in accordance with article 7:130 of the Companies and Associations Code at the latest on the fifteenth (15th) day preceding the date of the meeting."
5.1.13 Article 17: Convocations
Proposal to cancel article 17 a) – f) and to replace it with a new article worded as follows;
"To the extent that the convocation to the general meeting of shareholders provides for it, every shareholder may vote remotely before the general meeting of shareholders, either through the electronic means of communication referred to in the convocation or through ordinary mail, using the form drafted and provided to the shareholders by the Company.
To the extent that the convocation to the general meeting of shareholders provides for it, the shareholders may participate remotely and in real-time in the general meeting of shareholders in accordance with article 7:137 of the Companies and Associations Code, through the electronic means of communication referred to in the convocation."
5.1.14 Article 18: Record day and proxies
Proposal to cancel paragraph c) of article 18
5.1.15 Article 19: Procedure – Minutes of the meeting
Proposal to amend article 19 b) worded as follows;
Proposal to amend article 20 worded as follows;
"Each Share shall confer the right to cast one vote."
5.1.17 Article 22: Annual accounts
Proposal to add a new paragraph c) worded as follows;
Proposal to cancel paragraph d) of article 23
5.2 Article 5: Capital
Cancellation of ageas SA/NV shares
Proposal to cancel 3.820.753 own shares acquired by the company. The unavailable reserve created for the acquisition of the own shares as required by article 623 of the Companies Code (as applicable at that time) will be cancelled.
Article 5 of the Articles of Association will be accordingly modified and worded as follows:
"The Company capital is set at one billion, five hundred and two million, three hundred sixty-four thousand, two hundred seventy-two euros and sixty cents (EUR 1,502,364,272.60), and is fully paid up. It is represented by hundred and ninety-four million, five hundred fifty-three thousand, five hundred and seventy-four (194.553.574) Shares, without indication of nominal value."
The General Meeting resolves to delegate all powers to the Company Secretary, acting individually, with the possibility of sub-delegation, in order to take all measures and carry out all actions required for the execution of the decision of cancellation.
5.3.1 Special report
Communication of the special report by the Board of Directors on the use and purpose of the authorized capital prepared in accordance with article 7:199 of the Belgian Companies and Associations Code.
5.3.2 Proposal to (i) authorize, for a period of three years starting on the date of the publication in the Belgian State Gazette of the amendment to the Articles of Association resolved by the Extraordinary General Meeting of Shareholders which will deliberate on this point, the Board of Directors to increase the company capital, in one or more transactions, by a maximum amount of EUR 150,000,000 as mentioned in the special report by the Board of Directors, (ii) therefore, cancel the unused balance of the authorized capital, as mentioned in article 6 a) of the Articles of Association, existing at the date mentioned under (i) above and (iii) modify article 6 a) of the Articles of Association accordingly, as set out in the special report by the Board of Directors.
Proposal to authorize the Board of Directors of the company for a period of 24 months starting after the publication of the articles of association in the Annexes to the Belgian State Gazette, to acquire ageas SA/NV shares for a consideration equivalent to the closing price of the ageas SA/NV share on Euronext on the day immediately preceding the acquisition, plus a maximum of fifteen per cent (15%) or minus a maximum of fifteen per cent (15%).
The number of shares which can be acquired by the Board of Directors of the company and its direct subsidiaries within the framework of this authorization cumulated with the authorization given by the General Meeting of Shareholders of 15 May 2019 will not represent more than 10% of the issued share capital.
In accordance with the Royal Decree of April 9, 2020, all documents relating to the Meetings can also be found on the internet: www.ageas.com/nl, section "Investors" -"Shareholders - General Meeting of Shareholders", including the documents that allow you to vote by correspondence (the "Voting Form"), the document that allows you to be represented at the Meetings (the "Proxy Model") and the full version of the company financial statements.
The Company is responsible for processing the personal data it receives from shareholders and proxyholders in the context of the Meetings in accordance with applicable law, including the General Data Protection Regulation (GDPR).
Such data will be used for the purposes of analysing and administering the attendance and voting process in connection with the Meetings and will be transferred to third parties, including external service providers who process personal data on behalf of the Company for the above purposes. For more information about the processing of your personal data by the Company, you can use the link below: https://www.ageas.com/sites/default/files/file/file/Ageas_Privacy_Notice_Shareholders_EN.pdf.
You can receive information about the processing of your personal data or exercise your rights by sending a dated request to the Company to the following e-mail address: [email protected].
Shareholders wishing to obtain information relating to the modalities of participation in the Meetings are invited to contact the company:
ageas SA/NV Corporate Administration Rue du Marquis 1 – box 7 1000 Brussels Tel.: +32 (0) 2 557 57 30 Fax: +32 (0) 2 557 57 57 E-mail: [email protected] Press contact: +32 (0)2 557 57 36
The Board of Directors.
Jozef De Mey Chairman
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