AGM Information • Apr 18, 2014
AGM Information
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St Denijs Westrem April 18, 2014
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 that will be held on Tuesday, May 20, 2014, at 10.00 AM at the registered office of the Company. The agenda of the meeting is set forth below (only the comprehensive Dutch 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:
JENSEN-GROUP N.V. www.Jensen-group.com $T + 32(0)9/333.83.30$ Bijenstraat 6 BE-9051 Sint-Denijs-Westrem F +32 (0)9/333.83.39 Public company with Limited Liability (N.V.-S.A.) - Company listed on Euronext
KBO 0440.449.284 RPR Gent KBC 733-0169825-08 / BIC: KREDBEBB TBAN: BE63 7330 1698 2508
The holders of (convertible) bonds and warrants issued by the Company may attend the meeting in an advisory capacity as provided by the Belgian Company Code (i.e. right of attendance without the power to vote). They are subject to the same attendance requirements as those applicable to shareholders.
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 28, 2014. 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 14, 2014. The questions 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.
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 14, 2014.
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 14, 2014.
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, as well as the auditors' reports and corporate governance chapter, is available to all shareholders at the Company's principal office as of April 18, 2014. 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 or fax 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.Jensen-group.com under the heading "investor relations")
JENSEN-GROUP N.V. www.Jensen-group.com KBO 0440.449.284 RPR Gent Bijenstraat 6 T +32 (0)9/333.83.30 KBC 733-0169825-08 / BIC: KREDBEBB
BE-9051 Sint-Denijs-Westrem F +32 (0)9/333.83.39 IBAN: BE63 7330 1698 2508 Public company with Limited Liability (N.V.-S.A.) - Company listed on Euronext
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 or by fax +32(0)9 333 83 39.
The Board of Directors.
P.S. A Dutch language copy is included to comply with Belgian Law - only the Dutch language version is valid and legally binding.
JENSEN-GROUP N.V. www.Jensen-group.com Bijenstraat 6 T +32 (0)9/333.83.30 BE-9051 Sint-Denijs-Westrem F +32 (0)9/333.83.39 Public company with Limited Liability (N.V.-S.A.) - Company listed on Euronext
KBO 0440.449.284 RPR Gent KBC 733-0169825-08 / BIC: KREDBEBB IBAN: BE63 7330 1698 2508
* 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 the following number 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 vote at the annual general shareholders' meeting of JENSEN-GROUP NV to be held on May 20, 2014 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, and for this purpose, 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 circled, 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.
EU1/50826499.2
JENSEN-GROUP N.V. www.Jensen-group.com $T + 32(0)9/333.83.30$ Bijenstraat 6 BE-9051 Sint-Denijs-Westrem F +32 (0)9/333.83.39 Public company with Limited Liability (N.V.-S.A.) - Company listed on Euronext
KBO 0440.449.284 RPR Gent KBC 733-0169825-08 / BIC: KREDBEBB IBAN: BE63 7330 1698 2508
| column for shareholder | column for proxy- holder |
|
|---|---|---|
| Item of the agenda | ||
| (see resolution included in the agenda) | $\sqrt{}$ | $\sqrt{}$ |
| $\lambda$ | $\mathcal{U}$ | |
| nature of vote | nature of vote | |
| Indication before meeting | indication during | |
| Agenda Annual Shareholders' meeting | meeting in real-time | |
| while voting | ||
| 1 Opening of the meeting: needs no vote | ||
| 2 Consolidated financial statements: needs no vote | ||
| 3.a. Presentation remuneration policy: needs no vote | ||
| In Favor | ||
| 3.b. Approval Remuneration Report | Rejection | |
| Abstention | ||
| In Favor | ||
| 3.c. Approval severance agreement | Rejection | |
| Abstention | ||
| In Favor | ||
| 3.d. Approval derogation for deferred bonus payments | Rejection | |
| Abstention | ||
| 3.e. Review and discussion of the statutory financial | ||
| statements: needs no vote | ||
| 3.f. Review and discussion of the annual report of the | ||
| Board of Directors and the report of the statutory | ||
| auditor: needs no vote. | ||
| In Favor | ||
| 4. Approval statutory financial statements | Rejection | |
| Abstention | ||
| 5. Approval appropriation of the result | In Favor | |
| Rejection | ||
| Abstention | ||
| In Favor | ||
| 6. Discharge to the statutory auditor | Rejection | |
| Abstention | ||
| In Favor | ||
| 7. Discharge to the Directors | Rejection | |
| Abstention | ||
| 8.a. 1. Election Mr. Peter Rasmussen as Director | In Favor | |
| Rejection | ||
| Abstention |
| 9. a. Proposal Audit Committee and Board of Directors | ||
|---|---|---|
| re-election statutory auditor: needs no vote | ||
| In Favor | ||
| 9. b. Re-election statutory auditor | Rejection | |
| Abstention | ||
| 9. c. Legal representative: needs no vote | ||
| In Favor | ||
| 9. d. Remuneration statutory auditor | Rejection | |
| Abstention | ||
| 10. Allocation Board of Director's fees | In Favor | |
| Rejection | ||
| Abstention | ||
| 11. Update on the application of Corporate Governance | ||
| Code: needs no vote | ||
| 12. Proxy publication decisions of the meeting | In Favor | |
| Rejection | ||
| Abstention | ||
| 13. Miscellaneous: needs no vote |
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.
JENSEN-GROUP N.V. KBO 0440.449.284 RPR Gent www.Jensen-group.com KBC 733-0169825-08 / BIC: KREDBEBB T +32 (0)9/333.83.30 Bijenstraat 6 BE-9051 Sint-Denijs-Westrem F +32 (0)9/333.83.39 IBAN: BE63 7330 1698 2508 Public company with Limited Liability (N.V.-S.A.) - Company listed on Euronext
JENSEN-GROUP N.V.
Bijenstraat 6 T +32 (0)9/333.83.30 KBC 733-0169825-08 / BIC: KREDBEBB
BE-9051 Sint-Denijs-Westrem F +32 (0)9/333.83.39 IBAN: BE63 7330 1698 2508 Public company with Limited Liability (N.V.-S.A.) - Company listed on Euronext
*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 the following number 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 of the Company 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, and for this purpose, 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.
| Item of the agenda | Nature of vote |
|---|---|
| (see resolution included in the agenda) | |
| 1 Opening of the meeting: needs no vote | |
| 2 Consolidated financial statements: needs no vote | |
| 3.a. Presentation remuneration policy: needs no vote | |
| In Favor | |
| 3.b. Approval Remuneration Report | Rejection |
| Abstention | |
| In Favor | |
| 3.c. Approval severance agreement | Rejection |
| Abstention | |
| In Favor | |
| 3.d. Approval derogation for deferred bonus payments | Rejection |
| Abstention | |
| 3.e. Review and discussion of the statutory financial statements: needs no | |
| vote |
www.Jensen-group.com JENSEN-GROUP N.V. ستحقیق (0)9/333.83.30
T + 32 (0)9/333.83.30 Bijenstraat 6 BE-9051 Sint-Denijs-Westrem F +32 (0)9/333.83.39 Public company with Limited Liability (N.V.-S.A.) - Company listed on Euronext
| 3.f. Review and discussion of the annual report of the Board of Directors | |
|---|---|
| and the report of the statutory auditor: needs no vote. | |
| In Favor | |
| 4. Approval statutory financial statements | Rejection |
| Abstention | |
| In Favor | |
| 5. Approval appropriation of the result | Rejection |
| Abstention | |
| In Favor | |
| 6. Discharge to the statutory auditor | Rejection |
| Abstention | |
| In Favor | |
| 7. Discharge to the Directors | Rejection |
| Abstention | |
| In Favor | |
| 8.a. 1. Election Mr. Peter Rasmussen as Director | Rejection |
| Abstention | |
| 9. a. Proposal Audit Committee and Board of Directors re-election statutory | |
| auditor: needs no vote | |
| In Favor | |
| 9. b. Re-election statutory auditor | Rejection |
| Abstention | |
| 9. c. Legal representative: needs no vote | |
| In Favor | |
| 9. d. Remuneration statutory auditor | Rejection |
| Abstention | |
| 10. Allocation Board of Director's fees | In Favor |
| Rejection | |
| Abstention | |
| 11. Update on the application of Corporate Governance Code: needs no | |
| vote | |
| 12. Proxy publication decisions of the meeting | In Favor |
| Rejection | |
| Abstention | |
| 13. Miscellaneous: needs no vote |
The shareholder must attach a copy of his/her identity card to this form.
Place:
Date
Signature:
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