AGM Information • Mar 29, 2019
AGM Information
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AVENUE DU BOURGET 3, 1140 BRUSSELS VAT BE 0456.810.810 RLE BRUSSELS (the "Company")
The undersigned (surname, name / company's registered name):
Domicile / company's registered address: ..............................................................................
Holder of ........................... (dematerialised / registered*) shares of Orange Belgium SA on the Record date (Thursday 18 April 2019 at 24 hours – Belgian time), decides to vote by correspondence in advance of the ordinary, extraordinary and special general meeting of shareholders of Orange Belgium SA, which will be held on Thursday 2 May 2019 at 11.00 hours at Evere (1140 Brussels), Avenue du Bourget 3.
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*Cross out what is not applicable.
Proposed resolution No. 1:
The general meeting approves the remuneration report for the financial year ended 31 December 2018.
• Approval of the Company's annual accounts for the financial year ended 31 December 2018 and appropriation of the results. Presentation of the annual consolidated accounts as at the same date.
The general meeting approves the Company's annual accounts for the financial year ended 31 December 2018, including the appropriation of the results as presented with distribution of an ordinary gross dividend of fifty eurocents (EUR 0.50) per share, payable in exchange for coupon No. 19 as follows:
* "Ex date" on 14 May 2019;
The general meeting decides to grant an identical profit premium pursuant to the Law of 22 May 2001 regarding the employee participation in the company's capital and the establishment of a profit premium for employees, in order to involve the employees in the results of the financial year starting on 1 January 2018 and ending on 31 December 2018. The identical profit premium that the general assembly decides to grant to the employees shall comply with the following modalities:
- The profit premium amounts to a gross amount of two hundred forty-four euros and fifty-one cent (EUR 244.51) for an employee bound by an employment contract with Orange Belgium SA and who has worked in a full time regime during the financial year starting on 1 January 2018 and ending on 31 December 2018. The amount will be granted proportionally according to the occupation of the employees during the financial year 2018.
- The amount of the profit premium will be calculated prorata temporis (on a daily basis) in case of voluntary suspension or termination of the employment contract. No profit premium will be granted to employees dismissed for serious cause or who voluntarily left the enterprise during the financial year starting on 1 January 2018 and ending on 31 December 2018.
Proposed resolution No. 3:
The general meeting discharges the directors for fulfilling their mandate up to and including 31 December 2018.
Proposed resolution No. 4:
The general meeting discharges the statutory auditor for fulfilling its mandate up to and including 31 December 2018.
The general meeting resolves to proceed to the final appointment of Mr Ramon FERNANDEZ (co-opted by the Board of Directors on 19 July 2018, in replacement of Mr Gervais PELLISSIER, resigning director) as director of the Company for a term of two years. His mandate will be unremunerated and will expire after the ordinary general meeting in 2021.
The general meeting resolves to proceed to the final appointment of Mrs Valérie LE BOULANGER (co-opted by the Board of Directors on 19 July 2018, in replacement of Mr Jérôme BARRE, resigning director) as director of the Company for a term of two years. Her mandate will be unremunerated and will expire after the ordinary general meeting in 2021.
The general meeting resolves to proceed to the final appointment of Mr Jean-Marc VIGNOLLES (co-opted by the Board of Directors on 19 July 2018, in replacement of Mr Patrice LAMBERT DE DIESBACH DE BELLEROCHE, resigning director) as director of the Company for a term of two years. His mandate will be unremunerated and will expire after the ordinary general meeting in 2021.
• Approval and, to the extent necessary, ratification, of article 16.2.2. of the Basis Contract (version dd. 20 February 2018 – Specifications No. 2017/HFB/OPMB/33326) from the Flemish government ("Vlaamse Overheid"). Article 16.2.2. allows the Flemish government to terminate the contractual relations under certain conditions if there is a change of control over the Company.
Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article 16.2.2. of the Basis Contract (version dd. 20 February 2018 – Specifications No. 2017/HFB/OPMB/33326) applicable between the Company and the Flemish government.
•Approval and, to the extent necessary, ratification, of article 20.1.4.3 of the MVNO Services Agreement entered into on 24 May 2018 by the Company and Unleashed NV. Article 20.1.4.3 allows Unleashed NV to terminate this agreement under certain conditions if there is a change of control over the Company.
Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article 20.1.4.3 of the MVNO Services Agreement entered into on 24 May 2018 by the Company and Unleashed NV.
• Decision to extend the authorization of the board of directors in accordance with Articles 620-628 of the Companies Code.
The general meeting decides to replace Article 48 of the Articles of Association of the Company by the following text:
The extraordinary general meeting of 2 May 2019 has, in accordance with and within the limitations set out in the Companies Code, authorised the board of directors to acquire (by purchase or exchange) on or outside the Stock Exchange the maximum number of shares permitted by the said Code. The price shall not be less than eighty-five per cent (85%) or more than one hundred and fifteen per cent (115%) of the average closing price during the five working days preceding the purchase or exchange. This authorisation shall also be valid for the acquisition (by purchase or exchange) of shares in the company by a direct subsidiary pursuant to article 627, paragraph 1 of the Companies Code. This authorisation shall remain valid for a period of five (5) years as from 2 May 2019. Not be used
In accordance with the Companies Code, the board of directors is authorised to alienate, on or outside the Stock Exchange, to exchange and/or to cancel the shares acquired by the company at the conditions determined by the board of directors. This authorisation shall also be valid for the alienation, the exchange and/or the cancellation of the shares of the company acquired by a direct subsidiary at a price determined by the board of directors of the latter. The board of directors of the company is also authorised to have such cancellation recorded by a notary public, and to amend and co-ordinate the by-laws in order to bring them in line with the relevant decisions."
The general meeting grants full powers to Mr Johan VAN DEN CRUIJCE, with right of substitution, to coordinate the text of the Articles of Association of the Company, in accordance with the decisions of this general meeting, to sign and file them with the Registrars Office of the competent Business Court to comply with the relevant legal provisions.
The general meeting grants full powers to B-DOCS SPRL having its registered office at rue du Taciturne 27, 1000 Brussels, as well as to its respective employees, servants and agents, with right of substitution, to fulfil all required and/or necessary deeds, procedures and/or formalities with the legal entities register, an enterprise counter ("Guichet d'entreprise"), the Belgian Official Gazette and/or the Crossroads Bank for Enterprises, to ensure (i) the necessary filings, (ii) the publication in the Annexes to the Belgian Official Gazette and, (iii) the recording/modification of the data in the Crossroads Bank for Enterprises.
| Vote : | |
|---|---|
| Voting instruction on proposed resolution No. 1 | for | against | abstain |
|---|---|---|---|
| Voting instruction on proposed resolution No. 2 | for | against | abstain |
| Voting instruction on proposed resolution No. 3 | for | against | abstain |
| Voting instruction on proposed resolution No. 4 | for | against | abstain |
| Voting instruction on proposed resolution No. 5 | for | against | abstain |
| Voting instruction on proposed resolution No. 6 | for | against | abstain |
| Voting instruction on proposed resolution No. 7 | for | against | abstain |
| Voting instruction on proposed resolution No. 8 | for | against | abstain |
| Voting instruction on proposed resolution No. 9 | for | against | abstain |
| Voting instruction on proposed resolution No. 10 | for | against | abstain |
| Voting instruction on proposed resolution No. 11 | for | against | abstain |
| Voting instruction on proposed resolution No. 12 | for | against | abstain |
| The forms to vote by correspondence in respect with this meeting and addressed to the Com pany will be valid for all subsequent meetings to be held with the same agenda. |
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| will be considered as null and void. | Forms not mentioning any voting instruction or abstention are null and void. When during the meeting a proposed resolution for which a vote has been casted is modified, the casted vote |
d | |||
| All forms for voting by correspondence which the Company would have received before the publication of a revised agenda in accordance with article 533ter of the Belgian Companies Code, remain valid for the agenda items they cover. As an exception to this rule, voting on an agenda item for which in accordance with article 533ter of the Belgian Companies Code a new proposal for decision has been submitted is null and void. |
s | e | |||
| 26 April 2019 at 16.00 hours. | The original forms for voting by correspondence must arrive at the Company (for the attention of Mrs Anske De Porre) at the latest on Friday 26 April 2019 at 16.00 hours. A copy may be sent in advance via fax (+32 2 745 86 45) or e-mail (anske.deporre@ orange.com) insofar as the originals arrive at the Company at the latest on Friday |
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| Done in on 2019 | e | ||||
| Signature : | t | b | |||
| N | o | ||||
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