AGM Information • Oct 4, 2021
AGM Information
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In the year 2021, on 29 September, the shareholders of the company convened in a General Meeting at the registered office in Halle in the presence of Ernst & Young, statutory auditor represented by Mr Daniël Wuyts, and in the presence of the following directors:
Jef Colruyt, Korys Business Services I NV permanently represented by Ms Hilde Cerstelotte, Korys Business Services II permanently represented by Frans Colruyt, Korys Business Services III permanently represented by Wim Colruyt, Korys NV permanently represented by Dries Colpaert, ADL CV permanently represented by Ms Astrid De Lathauwer and 7 Capital SRL permanently represented by Ms Chantal Devrieze and Fast Forward Service BV permanently represented by Ms Rika Coppens.
Mr Dirk Van den Berghe, permanent representative of Dirk JS Van den Berghe BV, has also been invited to attend the meeting in order to be appointed as an independent director for an initial director's term of two years. He succeeds independent director Astrid De Lathauwer, whose mandate can no longer be renewed. The Board wishes to thank her for helping to shape the group's strategy and for having chaired the Remuneration Committee since 2011.
The official part is traditionally introduced by a short film capturing the highlights of the past financial year 2020/21.
The meeting is opened at 4 p.m. under the chairmanship of Mr Jef Colruyt. The Chairman invites Mr Kris Castelein to act as secretary.
The meeting designates as tellers: Mr Duyck and Mr Blondiau. The meeting unanimously agrees to this.
The Chairman tables:
the register of shareholders (the registered shares recorded in the shareholders' register in the company's name),
and the documentary evidence of the present General Meeting being called:
The Chairman asks those present to sign the list of shareholders. After signature, it is noted that 1,351 shareholders are present or represented, who together account for 98,794,851 shares. The General Meeting concludes that it can validly deliberate and decide upon the items on the agenda.
It is also noted that the following persons wish to attend the meeting:
The shareholders present are asked for their permission to admit them. The meeting grants this permission by unanimous vote.
The Chairman announces that the agenda of today's meeting includes the following:
The statutory auditor's reports and the report of the Works Council are provided for information purposes.
On both the financial statements of Etn. Fr. Colruyt NV and the consolidated financial statements of Colruyt Group.
Proposed resolution: approval of the reports of the Board of Directors.
Proposed resolution: approval of the remuneration report 2020-2021
Proposed resolution: approval of the remuneration policy of Colruyt Group be approved.
Proposed resolution: adoption of the company's financial statements.
Proposed resolution: adoption of Colruyt Group's consolidated financial statements.
Motion to allocate a gross dividend of 1.47 euros per share upon presentation of coupon no 11, made available for payment on 5 October 2021.
Proposed resolution: approval of this dividend.
Proposed resolution: approval of the appropriation of profits as it will consequently be presented to the General Meeting.
Proposed resolution: approval of the appointment of Dirk JS Van den Berghe BV with as permanent representative Dirk Van den Berghe
Proposed resolution: that the statutory auditor be granted discharge.
The agenda, the Board of Directors' annual report and the statutory auditor's report were submitted to the shareholders present during the meeting. These documents had also been made available electronically on the company's website www.colruytgroup.com under Investors/Shareholders' information prior to the meeting.
Prior to discussing the items on the agenda, Chairman Jef Colruyt, COO Retail Marc Hofman and CFO Stefaan Vandamme comment on the activities of Colruyt Group and on the consolidated financial statements for the closed financial year 2020/21. They conclude with a brief explanation regarding the financial outlook for the financial year 2021/22.
The shareholders present are then given the opportunity to ask questions or make observations. The shareholders are informed about the impact of COVID-19 on the business, the pricing strategy, the profitability of a number of activities, the rationale behind the recent acquisitions and the importance of strategic value creation, the further expansion in Wallonia, the evolution of the online activities versus the store sales, the investments in digitalisation (with Xtra) but also in green energy, and finally the importance of sustainability throughout the entire chain. The Board of Directors will address the comments of the shareholders at its following board meetings.
The Board of Directors will address the comments of the shareholders at its following board meetings.
After the meeting the Chairman's statement will be available for consultation on the website of the company www.colruytgroup.com under Investors/Shareholders' information.
After this detailed explanation and the any other business section, the General Meeting moves on to discussing the items on the agenda.
The meeting grants the Chairman permission not to read out the Board of Directors' annual report and the statutory auditor's report.
The Chairman reads the report of the Works Council of 20 September 2021 to confirm that the financial information has been explained in detail.
The annual reports of the Board of Directors on both the annual financial statements of the company and the consolidated annual financial statements of the Group are approved by
Ms Astrid De Lathouwer, chairwoman of the Remuneration Committee, explains the key elements of the remuneration report 2020-2021 that can be found in the annual report 2020/21 of Colruyt Group (pages 141-144).
The meeting approves the remuneration report 2020-2021 by
Ms Astrid De Lathouwer, chairwoman of the Remuneration Committee, also comments on Colruyt Group's remuneration policy (to be found in Colruyt Group's annual report 2020/2021 (pages 136- 140)), which from now on will have to be endorsed by the General Meeting at least every four years. The Chairman asks the General Meeting to approve Colruyt Group's remuneration policy.
The meeting approves Colruyt Group's remuneration policy by
The meeting approves Colruyt Group's consolidated financial statements for the financial year 2020/21 by
The Chairman asks for approval of the motion to allocate a gross dividend of 1.47 euros per share on production of coupon no. 11, made available for payment on 5 October 2021.
The meeting approves the gross dividend by
The Board of Directors proposes that the profit be appropriated as follows:
| ADDITION TO THE STATUTORY RESERVE: | + EUR 1,034,029.80 |
|---|---|
| ADDITION TO THE AVAILABLE RESERVE: | + EUR 52,523,564.00 |
| DISTRIBUTION OF DIVIDEND: | + EUR 197,470,696.29 |
| PROFIT SHARE FINANCIAL YEAR 2020/21: | + EUR 5,810,748.43 |
| PROFIT CARRIED FORWARD: | + EUR 1,320,587,961.87 |
| TOTAL: | + EUR 1,577,427,000.39 |
The distribution of 'profit-sharing' concerns a distribution of profit to employees of the company and the companies associated with Colruyt Group employed in Belgium, in the framework of the law of 22 May 2001 on employee participation in the capital of the companies and for the establishment of a profit bonus for the employees. This participation in the profit will be paid in cash.
The General Meeting decides with
to approve the proposed appropriation of profits.
a. The Chairman proposes to reappoint Korys Business Services I NV (company registration number 0418.759.787) having its registered office at 1500 Halle, Villalaan 96, RPR Brussels and having as permanent representative, Ms Hilde Cerstelotte, as director for a period of 4 years, up to the General Meeting of Shareholders of 2025.
The General Meeting approves the reappointment of Korys Business Services I NV as director by - 93,283,257 votes in favour
The General Meeting approves the reappointment of Korys Business Services II NV as director by - 96,536,333 votes in favour
The General Meeting approves the reappointment of Fast Forward Services BV as director by
The Chairman proposes to appoint Dirk JS Van den Berghe BV (company registration number 0767.628.603) having its registered office at 1640 Sint-Genesius-Rode, Zevenbronnen 24, RPR Brussels and having as permanent representative, Mr Dirk Van den Berghe, as director for a period of 2 years, up to the General Meeting of Shareholders of 2023
The General Meeting approves the appointment of Dirk JS Van den Berghe BV as director by
a. The Chairman asks to grant the directors discharge for their activities during the financial year 2020/21 closed on 31 March 2021.
The General meeting grants the directors discharge with
.
b. The Chairman asks to grant to grant discharge to Mr François Gillet, former director of the company, for the performance of his mandate as a director during the period of 1 April 2020 up to and including 30 September 2020.
The General meeting grants Mr François Gillet discharge with
The Chairman asks to grant discharge to the statutory auditor for the performance of his mandate during the financial year 2020/21 closed on 31 March 2021.
The General meeting grants the statutory auditor discharge with
There being no further items to be considered, the minutes of the present meeting are read out. The Chairman proposes that the report be adopted.
The report of the General Meeting is adopted by
The report and the outcome of the vote are signed by the Chairman, the Secretary, the tellers, the directors and the shareholders who wish to do so and the statutory auditor.
[Followed by the signature page]
| VOOR pour |
TEGEN contre |
ONTHOUDING abstentions |
TOTAAI Totale |
$%v$ or % pour |
||
|---|---|---|---|---|---|---|
| GENDAPUNT 1 - Jaarverslag RvB | 98.745.238 | 36.830 | 12.783 | 98.794.851 | 99,96% | |
| - Rapport annuel du Conseil d'administration | ||||||
| - Rapport de rémunération GENDAPUNT 2 - Remuneratieverslag |
79,237 825 | 19.154.298 | 402.728 | 98.794.851 | 80,53% | |
| - Politique de rénumération de Colruyt Group GENDAPUNT 3 - Renumeratiebeleid Colruyt Group |
90.470.590 | 8.155.984 | 168.277 | 98.794.851 | 91,73% | |
| GENDAPUNT 4 a - Enkelvoudige jaarrekening Etn Fr Colruyt NV | 98.753.392 | 41.459 | 0 | 98.794.851 | ALENOPY | |
| Comptes annuels arrêtés Ets Fr Colruyt SA | 99,96% | |||||
| - Comptes annuels consolidés Colruyt Group GENDAPUNT 4 b - Geconsolideerde jaarrekening Colruyt Group |
98,753.392 | 41.459 | 0 | 98,794.851 | 99,96% | |
| - Dividende cp11 GENDAPUNT 5 - Dividend cp11 |
98.780.653 | 14.198 | 0 | 98.794.851 | 99,99% | È |
| GENDAPUNT 6 - Winstverdeling | 98.635.554 | 85.798 | 73.499 | 98.794.851 | 99,91% | |
| - Répartition bénéficiaire | ||||||
| GENDAPUNT 7 a - Herbenoeming Korys Business Services I'NV | 93.283.257 | 5.498.811 | 12.783 | 98.794.851 | 94.4 | |
| - Renouvellement du mandat de Korys Business Services I NV | ||||||
| - Renouvellement du mandat de Korys Business Services II NV GENDAPUNT 7 b - Herbenoeming Korys Business Services II NV |
96,536.333 | 2.245,735 | 12.783 | 98,794.851 | 97,73% | |
| GENDAPUNT 7 c - Herbenoeming Fast Forward Services BV | 92,686.837 | 5.909.706 | 198,308 | 98.794.851 | 94,01% | |
| - Renouvellement du mandat de Fast Forward Services BV | ||||||
| - Nomination d'un administrateur indép. Dirk JS Van den Berghe BV GENDAPUNT 8 - Benoeming onafhankelijke bestuurder Dirk JS Van den Berghe B\ |
95.728.928 | 2.908.660 | 157.263 | 98.794.851 | 97,05% | |
| GENDAPUNT 9 a - Kwijting aan de bestuurders | 94 825 685 | 3.769.396 | 199.770 | 98.794.851 | 96,18% | |
| - Décharge aux administrateurs | ||||||
| GENDAPUNT 9 b - Kwijting aan Dhr. François Gillet - Décharge à M. François Gillet |
95.443.880 | 3,278.934 | 72.037 | 98.794.851 | 96,68% | |
| GENDAPUNT 10 - Kwijting commissaris | 98.506.725 | 173.582 | 114.544 | 98.794.851 | 99,82% | |
| - Décharge au commissaire | ||||||
| VOOR pour |
TEGEN contre |
ONTHOUDING abstentions |
TOTAAL Totale |
$\frac{1}{2}0$ voor % pour |
||
| GENDAPUNT - Vrijstelling voorlezing proces-verbaal (verslag) A.V. - Exemption de relire le procés-verbal de l'AG |
98.794.851 | $\circ$ | $\circ$ | 98.794.851 | 100,00% | eenparigheid |
| GENDAPUNT - Goedkeuring verslag Algemene Vergadering | ||||||
| - Approbation procès-verbal de l'Assemblée générale | 98.794.851 | $\circ$ | $\circ$ | 98.794.851 | 100,00% | eenparigheid |
| tekenen door : Voorzitten secretaris, aanwezige bestuurders, commissaris, stemopnemers en aandeelhouders die dit wensen, | BESTUURELS | $\frac{5}{10}$ ŗ, |
control ARAS |
|||
| 98.794.8 |
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