AGM Information • Apr 12, 2016
AGM Information
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St Denijs Westrem April 12, 2016
Dear Shareholder,
The shareholders of JENSEN-GROUP NV, a publicly listed company with registered office at Bijenstraat 6 in 9051 St.-Denijs-Westrem, Belgium, (the "Company") are hereby invited to attend the Annual Meeting of Shareholders followed by the Special Meeting of Shareholders that will be held on Thursday, May 12, 2016, at 10.00 AM at the registered office of the Company. The agenda of the meetings is set forth below. Please note that (only the comprehensive Dutch language version is valid and legally binding.
The holders of securities or their proxy-holders are requested, if possible, to register no later than half an hour before the opening of the meeting in order to allow for the preparation of the attendance list.
Pursuant to the Articles of Association, shareholders must comply with the following registration formalities in order to be admitted and to attend the meeting:
participate, have to present their certificate of deposition of shares on the above mentioned registration date. The formal confirmation can be sent by mail ([email protected]), by fax (+32 9 333 83 39) or by letter to JENSEN-GROUP NV, Bijenstraat 6, BE 9051 Sint-Denijs-Westrem, Belgium.
Shareholder(s) that together hold at least 3% of the share capital can add an item to the agenda. The shareholder(s) need(s) to be registered in accordance with the procedure as described above. The Company must be in receipt of the suggested agenda items no later than on April 20, 2016.
Each shareholder that has completed the registration formalities can raise a question either during the shareholders' meeting or before the meeting. The Company must be in receipt of the questions in written form no later than May 6, 2016. The questions can be sent by mail ([email protected])or by letter to JENSEN-GROUP NV, Bijenstraat 6, BE 9051 Sint-Denijs-Westrem, Belgium.
Each shareholder that has completed the registration formalities can opt for absentee voting. The original absentee voting forms, duly completed and signed, together with a copy of the identity card, must be deposited or received at the Company's principal office no later than on May 6, 2016.
Each shareholder that wants to be represented by proxy has to do so in written form and in the format set forth by the Board of Directors. The original proxy, duly signed and completed, must be deposited or received at the Company's principal office no later than on May 6, 2016.
The templates of the absentee voting form as well as the proxy form are available at the Company's principal office or can be downloaded at the website of JENSEN-GROUP NV (www.Jensen-group.com under the heading "investor relations"). Holders of registered shares receive a template of proxy enclosed with their convocation letter.
The annual report, including the statutory and consolidated financial statements, the statutory and consolidated report of the Board of Directors, the auditors' reports and corporate governance chapter as well as the special report of the Board of Directors on authorized capital are available to all shareholders at the Company's principal office as of April 12, 2016. These reports will also be available at the website of JENSEN-GROUP NV (www.Jensen-group.com under the heading "investor relations").
The holders of registered shares, bonds (convertible or not) and warrants, as well as Directors and the statutory auditor(s) can, from now on, receive their invitation by e-mail instead of by service mail, provided that they have individually and explicitly indicated their consent in writing by sending or depositing their agreement at the Company's principal office no later than twenty days before the shareholders meetings. This consent must be given for all future meetings, unless the holder of these securities withdraws consent under the same form and within the same term. In the affirmative, the invitation will be sent again by service mail as from that date. The prescribed template for a request of change in convocation is available at the Company's principal office or at the website of JENSEN-GROUP NV (www.Jensengroup.com under the heading "investor relations")
Any further questions should be addressed to the Investor Relations manager by e-mail on [email protected], or by phone on +32(0)9 333 83 30.
The Board of Directors.
a corporation listed on Euronext Brussels (KBO) 0440.449.284 – Rechtspersonenregister (RPR) in Ghent Registered address 9051 St.-Denijs-Westrem, Bijenstraat 6
This agenda is a summary, only the comprehensive Dutch language version, which includes the proposed resolutions, is valid and legally binding.
* Only the Dutch language copy is valid and legally binding – Belgian law is exclusively applicable -
I, the undersigned, hereby acting as grantor of a proxy,
(Name, first name, and address of the shareholder Or Company, principal office and first name, name, and address of the legal representatives)
_________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________
_________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________
Owner of ________________ shares of JENSEN-GROUP NV a company having its registered office at Bijenstraat 6 in 9051 St.-Denijs-Westrem, Belgium (the "Company");
Appoints as his/her proxy holder
(First name, name, and address of the proxy holder)
To whom:
he/she gives power of attorney to attend and to vote at the Annual Shareholders Meeting and at the Special Meeting of Shareholders of JENSEN-GROUP NV to be held on May 12, 2016 at 10:00 am local time (Brussels) at the Company's registered office , as well as at any other shareholders' meeting with the same agenda which may be called subsequently as a result of delay or adjournment, for the purpose of considering the agenda set forth below, to take part in all proceedings, to vote or abstain, to sign any minutes and other documents, to elect domicile, to sub-delegate authority, and in general to do what is useful or necessary.
Should one or more voting instructions not be completed , the proxy holder is deemed to vote in favour of the item of the agenda.
It is recommended for the proxy-holder to register its votes cast during the meeting in real-time with respect to all of the items of the agenda and to make a note to that effect in the column to the right.
| shareholder | proxy-holder |
|---|---|
| In Favor | |
| Abstention | |
| In Favor | |
| Rejection | |
| Abstention | |
| In Favor | |
| Rejection | |
| Abstention | |
| (see resolution included in the agenda) | Rejection Abstention 3.d Review annual report Board of Directors In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection |
| In Favor 9.Allocation Board of Directors' fee Rejection Abstention 10. Acknowledgement legal representative statutory audit firm: no vote required 11 Update Corporate Governance Code: no vote required 12. Proxy publication decisions In Favor Shareholders Meeting Rejection Abstention 13 Questions and Answers: no vote required Agenda Special Shareholders Meeting 1. a. Special report authorized capital: no vote required In Favor 1.b. Renewal authorization Board of Rejection Directors authorized capital Abstention 1.c. Renewal authorization Board of In Favor Directors authorized capital – changes of Rejection bylaws Abstention 2.a. Renewal authorization Board of In Favor Directors to buy back shares to avoid Rejection serious and imminent threat Abstention 2.b. Renewal authorization Board of In Favor Directors to buy back shares to avoid Rejection serious and imminent threat – changes of Abstention bylaws In Favor |
|---|
| 2.c. Renewal authorization Board of Rejection |
| Directors to buy back shares Abstention |
| 2.d. Renewal authorization Board of In Favor |
| Directors to buy back shares – changes of Rejection |
| bylaws Abstention |
| 2.e. Renewal authorization Board of In Favor |
| Directors to buy back shares by subsidiary Rejection |
| 2.f. Renewal authorization Board of | In Favor | |
|---|---|---|
| Directors to buy back shares by subsidiary | Rejection | |
| companies – changes of bylaws | Abstention | |
| 2.g. Renewal authorization Board of | In Favor | |
| Directors to buy back shares within share | Rejection | |
| option plan or employee participation | Abstention | |
| scheme | ||
| 2.h. Renewal authorization Board of | In Favor | |
| Directors to buy back shares within share | Rejection | |
| option plan or employee participation | Abstention | |
| scheme – changes of bylaws | ||
| 3.a. Cancellation of treasury shares – | ||
| acknowledgement: no vote required | ||
| In Favor | ||
| 3.b. Cancellation of treasury shares | Rejection | |
| Abstention | ||
| In Favor | ||
| 3.c. Adjustment number of outstanding | Rejection | |
| shares in bylaws | Abstention | |
| 3.d. Proxy to the Board of Directors or daily | In Favor | |
| manager | Rejection | |
| Abstention | ||
| In Favor | ||
| 4.a. Proxy publication decisions | Rejection | |
| Abstention | ||
| In Favor | ||
| 4.b. Proxy other formalities | Rejection | |
| Abstention |
| Place: | _______ | |
|---|---|---|
| Date: | _______ |
Signature with the handwritten notice "Good for Proxy" on top
A copy of this proxy must to be kept by the proxy-holder for at least a year in order to serve as evidence of the voting instructions given by the shareholder and as proof of the votes cast during the meeting and to constitute a register for such votes cast.
_________________________________________________________________________
*Only the Dutch language copy is valid and legally binding – Belgian law is exclusively applicable -
_________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________
I, the undersigned,
(Name, first name and address of the shareholder)
Owner of ________________ shares of JENSEN-GROUP NV a company having its registered office at Bijenstraat 6 in 9051 St.-Denijs-Westrem, Belgium (the "Company"):
declares to exercise his/her/its voting rights at the Annual Meeting of Shareholders and at the Special Meeting of Shareholders of JENSEN-GROUP NV referred to below, as well as at any other shareholders' meeting with the same agenda which may be called subsequently as a result of delay or adjournment for whatever reason, for the purpose of considering the agenda set forth below, to take part in all proceedings, to vote or abstain, to sign any minutes and other documents, to elect domicile, to sub-delegate authority, and in general to do what is useful or necessary.
The shareholder casts his votes for the Annual Meeting of Shareholders and Special Meeting of Shareholders of May 12, 2016 as follows:
| Item of the agenda | Nature of Vote |
|---|---|
| Agenda Annual Shareholders' meeting | |
| 1. Opening of the meeting: no vote required | |
| 2. Consolidated financial statements: no vote required | |
| 3.a. Presentation remuneration policy: no vote required | |
| In Favor | |
| 3.b. Approval remuneration report | Rejection |
| Abstention | |
| 3.c. Review statutory financial statements: no vote required | |
| 3.d. Review annual report Board of Directors and statutory auditor: no vote required |
| 4. Approval statutory financial statements |
|---|
| 5. Appropriation of result |
| 6. Discharge statutory auditor |
| 7. Discharge directors |
| 8.a.Re-appointment Gobes gcv, represented by Mr Raf Decaluwé |
| 8.b. Acknowledgement resignation and appointment director: no vote required |
| 9.Allocation Board of Directors' fee |
| 10. Acknowledgement legal representative statutory audit firm: no vote required 11 Update Corporate Governance Code: no vote required |
| 12. Proxy publication decisions Shareholders Meeting |
| 13 Questions and Answers: no vote required |
| Agenda Special Shareholders Meeting |
| 1. a. Special report authorized capital: no vote required |
| 1.b. Renewal authorization Board of Directors authorized capital |
| 1.c. Renewal authorization Board of Directors authorized capital – changes of bylaws |
In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention 2.a. Renewal authorization Board of Directors to buy back shares to avoid serious and imminent threat
2.b. Renewal authorization Board of Directors to buy back shares to avoid serious and imminent threat – changes of bylaws
2.c. Renewal authorization Board of Directors to buy back shares
2.d. Renewal authorization Board of Directors to buy back shares – changes of bylaws
2.e. Renewal authorization Board of Directors to buy back shares by subsidiary companies
2.f. Renewal authorization Board of Directors to buy back shares by subsidiary companies – changes of bylaws
2.g. Renewal authorization Board of Directors to buy back shares within share option plan or employee participation scheme
2.h. Renewal authorization Board of Directors to buy back shares within share option plan or employee participation scheme – changes of bylaws
3.a. Cancellation of treasury shares – acknowledgement: no vote required
3.b. Cancellation of treasury shares
3.c. Adjustment number of outstanding shares in bylaws
3.d. Proxy to the Board of Directors or daily manager
4.a. Proxy publication decisions
In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor Rejection Abstention In Favor
Rejection Abstention In Favor Rejection Abstention In Favor
Rejection Abstention 4.b. Proxy other formalities
In Favor Rejection Abstention
The shareholder must attach a copy of his/her identity card to this form.
Place: ___________________________________________
Date: ___________________________________________
_____________________________________________________
Signature:
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