Pre-Annual General Meeting Information • Apr 20, 2018
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
The shareholders are invited to the Annual General Meeting, which will be held on Tuesday 22 May 2018 at 11h in Hotel Marriott, Korenlei 10, 9000 Gent, with the following agenda and proposals:
Resolution proposal: The Annual Meeting decides to appropriate the result of the financial year closed on 31 December 2017 as proposed by the Board of Directors. The Annual Meeting decides to distribute a dividend of € 0.825 mio (this means € 0.55 gross per share) against presentation of coupon no 9, with payment date: 1 June 2018 (ex-date: 30 May 2018 and record date: 31 May 2018).
Resolution proposal: The Annual Meeting approves the renewal of the mandate of Mr F.-W. Hempel, as Board member for a period of 3 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2021. The Directors' remuneration amounts to € 13,750 for 2018. According to the Articles of Association the amount is automatically increased by € 250 on the first day of each new financial year.
b. The mandate of Mr H.-R. Orgs is expiring. Proposal to renew the mandate of Mr H.-R. Orgs as Board member for a period of 4 years.
Resolution proposal: The Annual Meeting approves the renewal of the mandate of Mr H.-R. Orgs, as Board member for a period of 4 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2022. The Directors' remuneration amounts to € 13,750 for 2018. According to the Articles of Association the amount is automatically increased by € 250 on the first day of each new financial year.
c. Appointment of FLG Belgium sprl, Avenue Albert 1er 288, 1332 Rixensart, VAT 0502.400.216, represented by its permanent representative Ms Dina Brughmans, as independent Board member for a period of 3 years. The Board has determined that FLG Belgium sprl, represented by its permanent representative Ms Dina Brughmans, complies with all criteria required by article 526ter of the Company Code and thus can be considered as an independent director in compliance with the law and the Company's Corporate Governance Code.
Resolution proposal: The Annual Meeting decides to appoint FLG Belgium sprl, represented by its permanent representative Ms Dina Brughmans, as independent Board member for a period of 3 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2021.
FLG Belgium sprl, represented by its permanent representative Ms Dina Brughmans, complies with all criteria required by article 526ter of the Company Code and thus can be considered as an independent director in compliance with the law and the Company's Corporate Governance Code. The Directors' remuneration amounts to € 13,750 for 2018. According to the Articles of Association the amount is automatically increased by € 250 on the first day of each new financial year.
In order to exercise your rights at this Annual Meeting you are required to comply with the following conditions and requirements:
Only the persons who are shareholder on the Registration date (Tuesday 8 May 2018 at twenty four (24:00) hour) have the right to participate in and vote to the Annual Meeting.
In order to participate in and to vote to the Annual Meeting:
The holders of dematerialised shares will receive a certificate from the recognised account holder or clearing institution indicating the number of dematerialised shares registered in the name of the shareholder on the Registration date.
In addition, the shareholders who intend to participate in the Annual Meeting must notify the Company of their intention to participate ultimately on Wednesday 16 May 2018 (16:00h) as follows:
One or more shareholders holding together at least 3% of the share capital may add items to the agenda of the Ordinary Annual Meeting and submit resolution proposals relating to topics already included or to be included on the agenda.
The shareholders who exercise this right must comply with the following two conditions:
• prove that on the date of their request, they possess the required percentage of the share capital (by a certificate of registration of the registered shares in the Company's register of shares or by a certificate issued by a recognised account holder or clearing institute indicating that the respective number of dematerialised shares are registered in their name in an account.) and;
• prove that on the Registration date they are still shareholder holding together at least 3% of the share capital. Items to be added to the agenda and/or resolution proposals must be addressed to the Company attn.: Karin Leysen (see contact registered office) ultimately on Monday 30 April 2018.
The Company will confirm the receipt of the requests within forty-eight hours from receipt, by email or ordinary mail to the (email) address specified by the shareholder.
Ultimately on 7 May 2018, the revised agenda will be published in the Belgian Moniteur, a newspaper, and on the website of the Company. Ultimately on 7 May 2018 the adjusted form to vote by proxy is published on the website of the Company: www.campine.be / Investors / Shareholders information.
Nevertheless, the proxies received by the Company prior to the publication of the revised agenda, remain valid for the items mentioned on the agenda. Exceptionally contradictory to the above mentioned, the proxy holder can - in compliance with article 533ter of the Company Code - during the Annual Meeting, deviate from possible instructions of the proxy principal, for items mentioned on the agenda, for which new resolutions were submitted, if the execution of these instructions could damage the interest of the proxy principal. The proxy holder has to inform the proxy principal in this case. The proxy should mention whether the proxy holder is entitled to vote on new items put on the agenda or whether he has to abstain from them.
Pursuant to article 540 of the Company Code and under certain conditions, the shareholders can submit questions in writing, prior the Annual Meeting, to the Board or the Auditor regarding their report or items mentioned on the agenda. These questions will be handled during the Annual Meeting if (i) the shareholder complies with the participation formalities and (ii) as far as the communication of information or facts does not prejudice Campine nv's business interests nor the confidentiality to which Campine nv, its directors or Auditor have committed themselves.
These questions can be submitted beforehand per fax, email or letter to the Company attn. Karin Leysen (see contact registered office). The Company has to be in the possession of the questions in writing ultimately on Wednesday 16 May 2018 at 16:00h.
Each shareholder who wants to be represented has to comply with the above mentioned registration and confirmation of participation procedures.
Each shareholder qualified to vote who complies with the formalities for admission to the Annual Meeting provided for by the law and the Company's Articles of Association may designate one proxy holder to represent him at the Annual Meeting in accordance with article 547 and 547bis of the Company Code. The appointment of a proxy holder by a shareholder qualified to vote must take place in writing or by means of an electronic form which must be signed by the shareholder.
The notification of the appointment of a proxy holder must be made in writing or by electronic means to Euroclear Belgium, to the attn. of Issuer Relations, Koning Albert II-laan 1, 1210 Brussel (email: [email protected] / fax: +32 2 337 54 46) and must be received ultimately on Wednesday 16 May 2018 at 16:00h.
The form to vote by proxy can be found on the website at investors / Shareholders information and is available on request; please contact Karin Leysen at the registered office.
Every appointment of a proxy holder has to be made in compliance with Belgian legislation, especially regarding conflict of interest and the register keeping.
Every ultimate date mentioned in this invitation, means the ultimate date on which the respective notification has to be in possession of the Company.
The full, unabridged texts of the documents to be presented to the Annual Meeting are available as of Friday 20 April 2018 on the website of the Company at Investors / Shareholders information and Financial publications. From that date, the documents can be consulted at the registered office and are also available – free of charge – on request via letter, fax, tel or email to the registered office attn. Karin Leysen.
Campine nv tel: 014/60 15 49 Karin Leysen fax: 014/61 29 85 Nijverheidsstraat 2 email: [email protected] 2340 Beerse Website: www.campine.be / Investors
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.