Pre-Annual General Meeting Information • Mar 26, 2021
Pre-Annual General Meeting Information
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Based on the current coronation measures in force until 1 April 2021, physical meetings are not allowed. It is uncertain at the date of this publication whether the measures imposed by the Belgian government, such as the ban on gathering and the obligation to guarantee a distance of 1.5 metres between each person, will still be in force on 27 April 2021, date of the general meeting. Therefore, there may not be a physical general assembly on 27 April 2021. Should the corona measures change and physical meetings be allowed again, the company will communicate about the further organisation via its website.
Nevertheless, and in order to guarantee the health of the individual shareholders, employees and directors of the company, the Board of Directors kindly requests the individual shareholders not to physically participate in the general meeting, but to, as much as possible:
- to give a proxy with voting instructions to a proxy holder (whereby we propose that Mr Marcel Klepfisch, Chairman of the Executive Board, is designated as proxy holder). The proxy form with voting instructions can be downloaded from the website as further indicated below.
- exercise the right to ask questions in writing as further indicated below.
All shareholders who have completed the registration and participation formalities as set out below, will be invited to follow the general meeting via a Microsoft Teams meeting, for which purpose they will receive a link on the email address they have provided to the company. At present, the company does not have an electronic means of communication at its disposal that would make it possible to ask questions to the directors at a distance and to vote at the general meeting itself.
Any additional measures as a result of the corona pandemic will always be announced on the website of the company http://www.deceuninck.com/en/shareholder-meetings.aspx.
136.795.123
One or more shareholders who together possess at least 3% of the capital of the Company may, not later than on Monday 5 April 2021 request to have items listed on the agenda of the General Meeting and submit proposals for resolution regarding items listed or to be listed on the agenda.
Shareholders who exercise this right are to fulfil the following two conditions:
They have to be able to demonstrate that they possess above-mentioned percentage at the date of request; and
They have to be able to demonstrate that they are still shareholders representing at least 3% of the capital of the Company. (whether by means of a registration certificate of the shares in the register of registered shares of Deceuninck NV, or by means of a certificate drawn up by an approved account holder or clearing institution showing that the number of dematerialised shares concerned has been registered in account in their names. Questions or proposals for resolution may be sent in writing (Deceuninck NV - Attn. Legal Department – Bruggesteenweg 360 – 8830 Hooglede or by e-mail: [email protected]).
The Company will confirm the receipt of requests per e-mail or per letter within a timeframe of 48 hours. Should the case arise, the Company will publish a completed agenda on Monday 12 April 2021 at the latest.
Nevertheless, proxies that the Company was provided with before the disclosure of an additional agenda remain valid for the agenda items that are to be discussed and for which the proxies apply. Exceptionally, during the General Meeting, the proxy holder can deviate from the possible instructions of the shareholder regarding the agenda items that are to be discussed and for which new proposals for resolution were presented, in case the obedience of these instructions could harm the shareholder's interests. The proxy holder is to notify the shareholder thereof. The proxy form is to state whether the proxy holder is authorised to vote on the new agenda items that are to be discussed, or whether he is to abstain.
Shareholders who comply with the formalities to be admitted to the General Meeting can, in writing (before the meeting), ask questions to the Directors and/or the Auditor.
Written questions can be asked as from the publication of the convening notice and must be delivered to the Company (Deceuninck NV – Attn. Legal Department –Bruggesteenweg 360 – 8830 Hooglede or by e-mail: [email protected]) on Wednesday 21 April 2021 at the latest.
Only written questions asked by shareholders who comply with the formalities that must be fulfilled in order to be admitted to the meeting, and who thus have proved to have the status of shareholder on the Registration Date and have confirmed their attendance to the General Meeting within the subscribed term to the Company, will be answered during the meeting.
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