AGM Information • May 29, 2019
AGM Information
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UNOFFICIAL TRANSLATION
As no legal quorum was reached at the Extraordinary General Meeting held on Wednesday 8 May 2019, the shareholders, the holders of subscription rights, the holders of debentures, and the holders of convertible debentures are requested to attend a second Extraordinary General Meeting of Shareholders to be held on Wednesday 3 July 2019 at 11:30 a.m. at the offices of the Company, Bekaertstraat 2, 8550 Zwevegem, and which will validly deliberate and decide irrespective of the portion of the capital represented by the shareholders attending the meeting.
Proposed resolution: the general meeting resolves to renew the authority granted to the Board of Directors to purchase shares of the Company to prevent a threatened serious harm, and therefore to replace the text of the fourth paragraph of Article 12 of the Articles of Association with the following text:
"The board of directors is also authorized to acquire shares of the Company for its own account when such acquisition is necessary to prevent a threatened serious harm to the Company, including a public take-over bid for the Company's securities. Such authorization is granted for a period of three years beginning from the publication in the Annexes to the Belgian Official Journal of the authorizing resolution of the extraordinary general meeting of shareholders of 3 July 2019. Such authorization may be extended for periods of three years."
2 Interim provisions
Proposed resolution: the general meeting resolves to delete the interim provisions at the end of the Articles of Association.
In order to exercise their rights at this Extraordinary General Meeting the shareholders, the holders of subscription rights, the holders of debentures, and the holders of convertible debentures must comply with the following rules:
The right to attend the Extraordinary General Meeting will be granted only to shareholders, holders of subscription rights, holders of debentures, and holders of convertible debentures whose securities are registered in their name on the record date, i.e. at 24:00 hours Belgium time on Wednesday 19 June 2019, either in the Company's registers of registered securities (for registered shares or subscription rights) or in an account with a recognized account holder or a clearing agent (for non-material shares, debentures or convertible debentures).
In addition, the shareholders, the holders of subscription rights, the holders of debentures, and the holders of convertible debentures whose securities are registered on the record date of Wednesday 19 June 2019 must notify the Company no later than Thursday 27 June 2019 that they wish to attend the Extraordinary General Meeting, as follows:
The holders of subscription rights, the holders of debentures, and the holders of convertible debentures can attend the Extraordinary General Meeting in person only, and have no voting rights.
The owners of registered shares who are unable to attend the Extraordinary General Meeting in person but want to vote by proxy must complete the power of attorney form included as part of their individual notice and notify the form to the Company no later than Thursday 27 June 2019.
The owners of non-material shares who are unable to attend the Extraordinary General Meeting in person but want to vote by proxy must complete a copy of the power of attorney form available from the website address mentioned in paragraph 7 below and notify the form, together with their above-mentioned certificate, to one of the above-mentioned banking institutions no later than Thursday 27 June 2019.
Shareholders must carefully read and comply with the instructions appearing on the power of attorney form in order to be validly represented at the Extraordinary General Meeting.
As the agenda of this Extraordinary General Meeting must be identical to the agenda of the first Extraordinary General Meeting held on 8 May 2019, shareholders are not entitled to add items to the agenda or to file resolution proposals.
Shareholders may ask written questions to the Board of Directors ahead of the Extraordinary General Meeting by notifying such questions to the Company no later than Thursday 27 June 2019.
Shareholders must carefully read and comply with the instructions appearing on the website address mentioned in paragraph 7 below in this respect.
The Company is responsible for the processing of personal data it receives from the shareholders, the holders of other securities issued by the Company and proxy holders in the context of the Extraordinary General Meeting. The processing of such data will be carried out for the purpose of the organization and conduct of the Extraordinary General Meeting. The data include, amongst others, identification data, the number of shares and other securities issued by the Company, proxies and voting instructions. This data may also be transferred to third parties (such as banks) for the purposes of services to the Company in connection with the foregoing. The personal data will not be kept longer than necessary in the light of the aforementioned purpose. Shareholders, holders of other securities issued by the Company and proxy holders can obtain more information and assert their rights with regard to their personal data they provided to the Company by contacting the Company by e-mail at [email protected] or a complaint can be filed with the supervisory authority at www.dataprotectionauthority.be.
All notifications referred to in the present notice must be addressed to one of the following addresses:
NV Bekaert SA Company Secretary - General Meetings Bekaertstraat 2 BE-8550 Zwevegem Belgium
Telefax: +32 56 76 61 02 - attention Company Secretary - General Meetings
Email address: [email protected]
Each of the deadlines mentioned in the present notice means the latest date on which the pertinent notification must be received by the Company.
All documents and other information required for purposes of the Extraordinary General Meeting are available from the above-mentioned addresses or from the following website address: www.bekaert.com/generalmeetings
The Board of Directors
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