Pre-Annual General Meeting Information • Sep 23, 2022
Pre-Annual General Meeting Information
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Public limited liability company Franklin Rooseveltlaan 172-174 8790 Waregem Enterprise number: 0671.974.626 RLE Ghent (division Kortrijk) [email protected] www.baltainvestors.com
(the "Company")
The Board of Directors of the Company is pleased to invite the shareholders of the Company to the extraordinary shareholders' meeting, which will be held on Monday 24 October 2022 at 11:00 am (CET) at the Company's registered seat with the agenda below.
There is a quorum requirement for the extraordinary shareholders' meeting: the shareholders present or represented must own shares representing at least half of the Company's share capital.
If the quorum for the extraordinary shareholders' meeting would not be reached, a second meeting will be held at the Company's registered seat on Wednesday 9 November 2022 at 11:00 am (CET), with the same agenda.
(1) Approval of the change of the name of the Company.
Proposed resolution:
Approval of the change of the name of the Company to "Belysse Group".
(2) Approval of the new text of the Company's articles of association in order to align these with the above decision regarding the name change of the Company. A version of the new text of the Company's articles of association indicating the proposed amendment has been made available to the shareholders on the Company's website: www.baltainvestors.com.
Approval of the new text of the Company's articles of association in order to align these with the above decision regarding the name change of the Company. A version of the new text of the Company's articles of association indicating the proposed amendment has been made available to the shareholders on the Company's website: www.baltainvestors.com.
1 This is a translation of the Dutch text into English. Reasonable care was taken to ensure that it is accurate. However, you should be aware that words and legal concepts used in one language may not have exact equivalents in another. It cannot be guaranteed that the translation will have exactly the same meaning as the original.
(3) Powers in order to execute the decisions.
Approval to grant the following powers:
The Board of Directors points out that only the persons who have met the two requirements set out below under point 1 and 2, will have the right to participate in the extraordinary shareholders' meeting and have the right to ask questions.
The right to participate in the extraordinary shareholders' meeting and the right to ask questions is granted on the basis of the accounting registration of the shares in name of the shareholder, on Monday 10 October 2022, at midnight (CET) (the "registration date"). This registration is determined as follows:
Only persons who are shareholders on the registration date are entitled (i) to participate and vote at the extraordinary shareholders' meeting and (ii) to ask written questions.
The shareholder must notify the Company, at the latest on Tuesday 18 October 2022 at midnight (CET), of its intention to participate in the extraordinary shareholders' meeting. The certificate, if any, issued by the licensed account holder or the settlement institution, is to be attached to this notification. The notification should be done, preferably by e-mail to [email protected] or by letter to Franklin Rooseveltlaan 172-174, 8790 Waregem, for the attention of the legal department.
In accordance with article 7:130 of the Belgian Companies and Associations Code, one or more shareholders who hold, individually or jointly at least 3% of the share capital, may put additional items on the agenda of the extraordinary shareholders' meeting and submit proposals for resolutions in relation to matters placed or to be placed on the agenda. These requests should be sent by e-mail to [email protected], no later than Monday 3 October 2022 at midnight (CET).
More detailed information about the conditions of this possibility can be found on the website of the Company (www.baltainvestors.com).
If the Company would receive any requests for new agenda items or proposed resolutions, it shall promptly and at the latest on Monday 10 October 2022 at midnight (CET) publish the amended agenda on its website.
Shareholders who meet the admission requirements, may raise questions to the directors of the Company regarding their relevant reports and the concerned respective items listed on the agenda, as well as to the
statutory auditor of the Company regarding its report. These questions should be raised by e-mail to [email protected], at the latest on Tuesday 18 October 2022 at midnight (CET).
More detailed information on the right to ask questions pursuant to article 7:139 of the Belgian Companies and Associations Code can be found on the website (www.baltainvestors.com).
Shareholders who wish to be represented at the extraordinary shareholder's meeting, should use the proxy form prepared by the Board of Directors for this purpose. Such proxy form will be available on the website of the Company (www.baltainvestors.com) and can be obtained at the registered office of the Company (Franklin Rooseveltlaan 172-174, 8790 Waregem). Other proxy forms will not be accepted.
The Board of Directors recommends to designate the Company's Legal Counsel, Mr. Hannes D'Hoop as proxy holder.
A signed proxy form must be submitted preferably by email to [email protected] or must be received by letter at the registered office of the Company for the attention of the Legal Department, Franklin Rooseveltlaan 172-174, 8790 Waregem, by no later than Tuesday 18 October 2022 at midnight (CET).
The shareholders are requested to strictly follow the instructions set out in the proxy form. Only executed proxy forms, filled out completely and accurately, will be accepted.
All relevant information regarding this extraordinary shareholders' meeting, including the information which must be made available in accordance with article 7:129, §3 of the Belgian Companies and Associations Code, will be available on the website of the Company (www.baltainvestors.com) as from Friday 23 September 2022.
The Company is responsible for processing personal data it receives from its shareholders and the proxy holders in the context of the extraordinary shareholders' meeting.
The Company will process such personal data in accordance with the General Data Protection Regulation ("GDPR") for the purpose of the organization of the extraordinary shareholders' meeting and in order to enable the shareholders to exercise their rights. The legal bases for this processing are a legal obligation and the legitimate interest of the controller. The data processed include, amongst others: name, address, e-mail address, number of shares, type of shares, proxy forms and voting instructions. The personal data will not be kept longer than necessary in light of the aforementioned purpose.
The data may be transferred to third parties (such as banks) providing services to the Company in connection with the organization of the extraordinary shareholders' meeting.
You can obtain more information on your rights with regard to your personal data on our website www.belysse.com/en/privacy-policy.
You can assert these rights by contacting our Data Protection Coordinator via dataprotection@baltagroupnv.com or by sending a letter to :
Balta Group NV Data Protection Franklin Rooseveltlaan 172-174 8790 Waregem Belgium
Furthermore, in accordance with article 77 GDPR, you have the right to lodge a complaint with the supervisory authority via [email protected].
The Board of Directors
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