AGM Information • Sep 6, 2022
AGM Information
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Etn. Fr. Colruyt Limited liability company Registered office of the company: Edingensesteenweg, 196 1500 Halle
VAT BE 0400.378.485 RPR Brussels
The shareholders are invited to attend an Extraordinary General Meeting of Etn. Fr. Colruyt NV, to be held on 6 October 2022 at 10 a.m. at the registered office of the company in 1500 Halle, Edingensesteenweg 196. The meeting will be held in person, except if, at the time of the Extraordinary General Meeting, a Belgian law or decree prohibits the Extraordinary General Meeting from being held in view of the COVID-19 pandemic. In that case, we will communicate this in a timely manner.
Acknowledgement of the report of Ernst & Young Bedrijfsrevisoren BV, represented by Mr Daniel Wuyts, Auditor, drawn up on 22 August 2022 in accordance with articles 7:179 and 7:191 of the Companies and Associations Code (for information purposes).
Proposed resolution: to approve the issue of a maximum of 1.000.000 new registered shares with no stated face value.
Proposal for the setting of the issue price based on the average stock exchange price of ordinary Colruyt shares during a period of 30 days prior to the Extraordinary General Meeting which is to decide on this issue, whereby the price shall not be lower than 80% of that justified in the report of the management body and in the auditor's report (i.e. after the application of a maximum discount of 20%).
Proposed resolution: to approve the setting of the issue price according to the criteria specified above.
Proposed resolution: to approve the withdrawal of the pre-emptive right as specified above.
Proposal for the increase the capital, subject to the suspensive condition of subscription, by issue of the aforementioned new shares on the terms specified above and at the issue price decided by the Extraordinary General Meeting.
Proposal for the setting of the maximum amount by which the capital can be increased following subscription, by multiplication of the issue price of the new shares set by the Extraordinary General Meeting, by a maximum number of new shares to be issued. The right to subscribe to the new shares is reserved for the employees of the company and its affiliated companies, as specified above.
The capital shall only be increased in the event of subscription and by the amount of such subscription, whereby, in the event that the number of subscriptions exceeds the maximum number of new shares to be issued set, an allocation shall take place, allowing, in the first place, for the possibility of obtaining the maximum tax benefit per employee, and, in a further stage, a pro rata reduction will be applied according to the number of subscriptions per employee.
Proposed resolution: to approve the increase of the capital on the terms set out above.
Proposal that subscriptions shall open on 17 October 2022 and close on 17 November 2022.
Proposed resolution: to approve the opening of subscriptions on 17 October 2022 and closure on 17 November 2022.
Proposal for the granting of powers to the Board of Directors to receive applications for subscription, request and receive contributions, establish the number of subscriptions at the end of the subscription period as well as the amount invested, determine the amount of the increase of capital accordingly within the maximum set
by the Extraordinary General Meeting, realise the increase of capital within the same limit, its paying up in cash, and the resultant change in the amount of the capital and the number of shares mentioned in the current article 5 "Capital and number of securities issued" of the articles of association recorded by a notary, and implement the resolutions of the Extraordinary General Meeting with respect to all of these actions and specify all terms insofar as they are set by the Extraordinary General Meeting, enter into all agreements and take all necessary steps in general to this end.
Proposed resolution: to approve the granting of powers to the Board of Directors for the aforementioned actions.
Proposal to cancel 6.000.000 treasury shares purchased, coupled with the cancellation of the corresponding reserves not available for distribution, so that the value of the shares is written off at the time of the resolution in favour of cancellation.
Amendment of article 5 "Capital and number of securities issued" of the articles of association according to the amended number of shares issued by the company.
Proposed resolution: to approve the cancellation of 6.000.000 treasury shares purchased, coupled with the cancellation of the corresponding reserves not available for distribution, so that the value of the shares is written off at the time of the resolution in favour of cancellation.
To amend article 5 of the articles of association as follows:
"The capital is set at three hundred and sixty-four million seven hundred and forty-five thousand five hundred and thirty euro seventy-three cents (€364.745.530,73), represented by one hundred and twenty-seven million eight hundred and thirty-nine thousand one hundred and eighty-eight (127.839.188) shares without face value."
Proposal for the authorisation of the Board of Directors of the company to implement the decisions of the Extraordinary General Meeting and to take all necessary steps to this end.
Proposed resolution: to approve the aforementioned authorisation.
In order to attend this Extraordinary General Meeting or to be represented at it, the shareholders must comply with the provisions of article 27 and following of the articles of association.
Shareholders will be admitted to the Extraordinary General Meeting and be able to exercise their voting rights only if the following two conditions are fulfilled:
1 st condition: shareholders wishing to participate in the Extraordinary General Meeting must hold the number of shares with which they intend to participate in the meeting. To this end, shareholders must have their shares registered in the books on 22 September 2022 at midnight (registration date) at the latest. Registration is done either by registration of the registered shares with the company, or in conformity with article 7:134, § 2 of the Companies and Associations Code by registration of dematerialised shares on an account with a certified account holder or settlement institution that will draw up a registration certificate.
2 nd condition: furthermore these shareholders must confirm in writing that they wish to participate in the Extraordinary General Meeting by 30 September 2022 at the latest. On 30 September 2022 at the latest, the company must receive proof that the shareholders wishing to participate in the Extraordinary General Meeting, held the number of shares with which they intend to participate in the meeting. For their registered shares, shareholders can send the confirmation to the registered office of the company (for the attention of the secretariat of the Board of Directors) or by email to [email protected].
Holders of dematerialised shares can deposit this confirmation as well as the abovementioned registration certificate by 30 September 2022 at the latest at the registered office of the company or at the different registered offices, branches and agencies of:
The designation of a proxy holder and the notification of this designation to the company must be done in writing by 30 September 2022 at the latest. To this end, a model of the proxy that is available at the registered office and on the website of the company should be used. Notification can be given on paper or electronically as described in the 2nd condition above.
If the company or one of its branches, representatives or employees is designated as proxy holder, clear voting instructions must be given for the proxy forms to be considered valid.
In accordance with article 7:130 of the Companies and Associations Code, one or more shareholders who together represent at least 3% of the capital of the company, can have items added to the agenda of the Extraordinary General Meeting and submit proposed
resolutions until 14 September 2022 at the latest. The company will in that case publish an amended agenda on 21 September 2022 at the latest.
In accordance with article 7:139 of the Companies and Associations Code, the shareholders who comply with the admittance conditions are entitled to ask questions to the directors and the auditor in writing. These questions can be addressed by letter to the registered office of the Company (for the attention of the secretariat of the Board of Directors) or by email to [email protected] until 30 September 2022 at the latest. The questions will only be answered if the shareholder has observed the registration and confirmation procedure for the Extraordinary General Meeting specified above.
The reports of the Board of Directors and the report of the auditor will be available on our website 30 days before the Extraordinary General Meeting. (https://www.colruytgroup.com/en/invest/stakeholder-information/general-meetings)
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