AGM Information • Mar 22, 2022
AGM Information
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ATENOR invites you to take part in its General Assembly, which will be held on Friday 22 April 2022 at 9:30 am (sharp).
2022 will see the return of in-person General Meetings compliant with the health and safety rules in force at the time of the meeting (face mask, physical distancing, etc.)
So that a majority of shareholders can attend, ATENOR is organising a hybrid meeting (in accordance with Article 7:137 of the Companies and Associations Code). Shareholders may thus choose to attend the Meeting either physically at the Dolce La Hulpe Brussels Conference Centre, or online using their smartphone, tablet, or computer.
Shareholders attending virtually may view a live webcast of the meeting, ask their questions online, and submit their vote in real time. Attendees wishing to learn how to participate online can consult https://web.lumiconnect.com/103673297 via their smartphone, tablet, or computer browser.
They must have the latest version of Chrome, Safari, or Edge installed.
All useful information can be found on the company's website at www.atenor.eu.
To vote, participants will be invited to (i) use their mail-in or proxy voting tools, giving their proxy to the Meeting Chairman, (ii) use the tools available on the Lumi platform (see the link below), (iii) use an electronic box, for shareholders attending in person, and (iv) submit any questions in writing by 16 April 2022 at the latest, or directly during the virtual presentation.
| Sequence of Events of the General Assembly | |
|---|---|
| 9:00 précises | Shareholders welcomed to the Dolce La Hulpe Brussels conference centre |
| (Chaussée de Bruxelles, 135 in 1310 La Hulpe) | |
| 9:15 | Signing of the attendance list by the Shareholders physically present |
| 9:30 | Verification of the required quorum (virtually + in-person) |
| 9:45 | Presentations by the Chairman of the Board and the Chief Executive |
| 10:45 | Voting |
1. Presentation of the annual accounts (consolidated and corporate), of the Board of Directors' management report and of the statutory auditor's reports for 2021
Approval of the corporate annual accounts closed on 31 December 2021, including the allocation of the results proposed by the Board of Directors, i.e. (i) a gross dividend of €2.54 per share for those shares whose entitlement to dividend has not been suspended and (ii) Director's fees (for exercising a mandate as director during the financial year 2021) amounting to €410,000, of which €75,000 are payable in the form of shares in the company.
Discharge by separate vote to the Directors for the exercise of their mandate in the course of the 2021 financial year.
Proposed decision
Discharge by vote to the Auditor for the exercise of his mandate in the course of the 2021 financial year.
At the proposal of the Nomination and Remuneration Committee:
Approval of the Remuneration Policy proposed by the Board of Directors, at the proposal of the Nomination and Remuneration Committee.
Approval of the Remuneration Report.
Proposed decision
Where necessary, approval:
In accordance with Article 7:151 of the Companies and Associations Code, approval of Article 7.d (ii) (Change of Control Put Option) of the terms and conditions of the bonds issued under the EMTN programme, as detailed in the Base Prospectus of 15 March 2022 authorising bondholders, in case of change of control, to exercise the option provided for in condition 7.d (ii), provided that the procedure laid down is respected, as well as, more generally, any other clause present in the aforementioned prospectus conferring upon third parties rights substantially affecting the company's assets or giving rise to a debt or a substantial commitment on its part, when the exercise of these rights depends on the launch of a takeover bid on shares in the company or on a change in its control, and authorisation to proceed to the filing and publication formalities set out in the Companies and Associations Code.
In accordance with Article 7:151 of the Companies and Associations Code, approval of Part A, points 11 and 17 of the final terms of 15 March 2022 and Article 7.d (ii) (Change of Control Put Option) of the terms and conditions of the bonds issued under the EMTN programme, as detailed in the Base Prospectus of 15 March 2022 authorising bondholders, in case of change of control, to exercise the option provided for in condition 7.d (ii), provided that the procedure laid down is respected, as well as, more generally, any other clause present in the aforementioned final terms and the aforementioned prospectus conferring upon third parties rights substantially affecting the company's assets or giving rise to a debt or a substantial commitment on its part, when the exercise of these rights depends on the launch of a takeover bid on shares in the company or on a change in its control, and authorisation to proceed to the filing and publication formalities set out in the Companies and Associations Code.
To confer all powers upon the Board of Directors for the execution of the decisions taken.
In accordance with Article 7:134 §2 of the Companies and Associations Code, owners of registered or dematerialised shares must proceed, in order to attend the General Meeting and to exercise the right to vote, with the registration of those in their name on the fourteenth day before the General Meeting (8 April 2022), at twenty-four hours (Belgian time) either by their inclusion in the shareholders' register of the company, or by being placed in the accounts of an account holder or clearing organisation, it being understood that the number of shares held by the shareholder on the date of the General Meeting will be irrelevant.
Furthermore, the shareholder must inform the company of his/her wish to participate in the General Meeting (by writing to the registered office of the company or by email to [email protected] by the sixth day before the date of the General Meeting (16 April 2022).
Before the General Meeting, the shareholder will submit to the company a copy of the certificate issued to the shareholder by the authorised account holder or by the clearing organisation certifying the number of dematerialised shares registered in the shareholder's name in its accounts on the date of registration for which the shareholder has said they would participate in the General Meeting.
Pursuant to Article 7:130 of the Companies and Associations Code, one or more shareholders representing at least 3% of the share capital may, pursuant to the provisions set out in the Companies and Associations Code, require the inclusion of topics to be addressed in the agenda of any General Assembly and submit proposals for decisions on topics to be addressed that are or will be included in the agenda.
Shareholders will prove, on the date of application, the possession of the fraction of capital required by the preceding paragraph either by a certificate of registration of the required number of shares in the shareholders' register of the company or by a certificate issued by the authorised account holder or clearing organisation certifying the registration, in their name, of the required number of dematerialised shares.
The examination of topics to be addressed and proposals for decisions added to the agenda under this article shall be subject to registration pursuant to the "requirements for admission" section above, of the fraction of the capital referred to above.
Requests are made in writing and accompanied, as the case may be, by the text of topics to be addressed and proposals for decisions relating thereto, or the text of the proposed decisions to place on the agenda. They will indicate the postal or email address to which the company must send the acknowledgment of receipt of these requests.
They must reach the company no later than the twenty-second day before the date of the General Assembly (31 March 2022). Such requests may be sent to the company electronically at [email protected]. The company will acknowledge receipt of the requests concerned within forty-eight hours of receipt.
Notwithstanding the fact that the company will publish such proposed decisions on its website as soon as possible after receipt, the company will publish a complete agenda of topics and additional proposals for decisions relating to them that have been added to it, and/or proposals for decisions that were made no later than the fifteenth day preceding the date of the General Meeting (7 April 2022).
Simultaneously, the company will provide to its shareholders, on its website, forms that can be used to vote by proxy or by correspondence, including the additional topics to be discussed and proposals for decisions relating thereto that have been added to the agenda and/or proposals for decisions.
The voting proxies notified to the company prior to the publication, in accordance with this provision, of a completed agenda remain valid for the subjects on the original agenda. For topics that are the subject of new proposals submitted for decision, the proxy holder may, in assembly, deviate from any instructions given if the execution of these instructions may compromise the interests of their principal. He/she must inform his/her principal of this. The proxy must indicate whether the proxy holder is authorised to vote on the new topics added to the agenda or whether they must abstain.
The proxies/ forms of vote by correspondence that reach the company before publication, in accordance with the present provision, of an expanded agenda shall remain valid for the matters that are placed on the agenda that they cover. However, vote by correspondence on a matter placed on the agenda which is the subject of a new proposed decision, in accordance with the present provision, shall not be taken into consideration.
In accordance with article 7:139 of the Companies and Associations Code, shareholders may, as from the publication of the notice, submit written questions that will be answered, as the case may be, by the Directors or the Auditor during the General Assembly provided that such shareholders have complied with the requirements for admission stated above.
These questions can be addressed to the company electronically at [email protected]. Written questions must reach the company no later than the sixth day before the date of the General Meeting (16 April 2022).
In accordance with Articles 7:142, 7:143, 7:144 of the Companies and Associations Code, all shareholders entitled to vote can vote themselves or by proxy. To this end, a proxy template is made available to shareholders on the website www.atenor.eu.
By proxy, is meant the authority given by a shareholder to a person or entity to exercise on behalf of the said shareholder all or part of their rights at the General Assembly. Such authority can be given for one or more specified assembly or for assembly held during a specified period.
The proxy given for an assembly will be valid for successive assemblies convened with the same agenda.
The proxy has the same rights as the shareholder thus represented and in particular the right to speak, to ask questions at the General Assembly and to exercise the right to vote.
The shareholder may appoint only one person as their proxy for each General Assembly. Notwithstanding this rule:
The number of shareholders that a proxy holder may represent is not limited. Where a proxy holder holds proxies from several shareholders, he/she can cast votes for a certain shareholder differently from votes cast for another shareholder.
The appointment of a proxy by a shareholder, must be made in writing and signed by the shareholder. The notification of the proxy to the company must be made in writing. This notification may also be made electronically at [email protected].
The proxy must reach the company no later than the sixth day before the date of the General Meeting (16 April 2022)
Only proxies submitted by shareholders who meet the admission formalities listed above qualify for calculating the quorum and majority rules.
The proxy holder will vote in accordance with the voting instructions given by the shareholder. He/she shall keep a record of the voting instructions for a period of at least one year and confirm, at the request of the shareholder, that the voting instructions have been carried out.
In case of potential conflicts of interest between the shareholder and the proxy they have appointed:
For the purposes of this section, a conflict of interest arises where, in particular, the proxy holder:
Regarding proxies in case of the addition of subjects to the agenda in accordance with 7:130 of the Companies and Associations Code, reference is made to the section "Inclusion of topics in the agenda" above.
In accordance with Article 7:146 of the Companies and Associations Code and Article 25 of the statutes, the shareholders may take part in voting by correspondence. To this end, the postal the form of vote by correspondence is available to shareholders on the site www.atenor.eu.
Voting by correspondence takes place in writing and must be signed by the shareholder. They are to be sent by post to the registered office of the company or by mail to the following address: [email protected].
The vote by correspondence much reach the company no later than the sixth day prior to the date of the General Assembly (16 April 2022).
Regarding the treatment of votes by correspondence in the case of matters' being placed on the agenda in accordance with Article 7:130 of the Companies and Associations Code, reference is made to the section "Inclusion of topics in the agenda", above.
The Management Report, the Auditor's Report, the proxy/ form of vote by correspondence and all other documents are available on our website (www.atenor.eu) or can be obtained on simple request from Atenor ([email protected]).
The Board of Directors
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