AGM Information • Mar 31, 2016
AGM Information
Open in ViewerOpens in native device viewer
UNOFFICIAL TRANSLATION
MOBISTAR A LIMITED LIABILITY COMPANY 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 1 ) shares of Mobistar SA on the Record date (Wednesday 2 Wednesday 2 20April 201 April 2016at 24 hours at hourshours–Belgian time Belgian time),
Decides to vote by correspondence in advance of the annual, extraordinary and special general meeting of shareholders of Mobistar SA, which will be held on Wednesday 4May 2016at 11.00 hours .00 hours hours at Evere (1140 Brussels), Avenue du Bourget 3.
THE AGENDA FOR THIS MEETING IS AS FOLLOWS: AGENDA THIS AS
a) Presentation and discussion of the board of directors' management report on the Company's annual accounts for the financial year ended 31 December 2015. ded
1 Cross out what is not applicable
Proposed Proposedresolution resolutionresolutionNo. 1:
'The general meeting approves the remuneration report for the financial year ended 31 December 2015.'
d) Approval of the Company's annual accounts for the financial year ended 31 December 2015 and appropriation of the results. Presentation of the annual consolidated accounts as at the same date. consolidated at the Proposed resolution No. 2: Proposed resolution No. 2
'The general meeting approves the Company's annual accounts for the financial year ended 31 December 2015, including the appropriation of the results as presented. An amount equal to one per cent (1%) of the consolidated net result after taxes has been reserved for an employee participation plan pursuant to the law of 22 May 2001 on the participation of workers in the capital and profit of companies.'
e) Discharge of the directors. Discharge the directors. Proposed resolution No. 3: Proposed resolution No. 3
'The general meeting discharges the directors for fulfilling their mandate up to and including 31 December 2015.'
f) Discharge of the statutory auditor. Discharge the statutory Proposed resolution No. 4: Proposed resolution No. 4
'The general meeting discharges the statutory auditor for fulfilling his mandate up to and including 31 December 2015.'
g) Board of directors: appointments. Board directors: appointments. Proposed resolution No. 5: Proposed resolution No. 5
'The general meeting resolves to proceed to the final appointment of Mr Christophe NAULLEAU (co-opted by the Board of Directors on 23 July 2015, in replacement of Mr Bertrand DU BOUCHER, resigning director) as a director of the Company for a term of one year. His mandate will not be remunerated and will expire after the annual general meeting in 2017.'
'The general meeting resolves to proceed to the final appointment of Mr Francis GELIBTER (co-opted by the Board of Directors on 25 November 2015, in replacement of Mrs Geneviève ANDRÉ - BERLIAT, resigning director) as a director of the Company for a term of one year. His mandate will not be remunerated and will expire after the annual general meeting in 2017.'
Proposed resolution No. 7: Proposed resolution No. 7
'The general meeting resolves to proceed to the final appointment of Mr Jérôme BARRÉ (co-opted by the Board of Directors on 3 February 2016, in replacement of Mr Bruno METTLING, resigning director) as a director of the Company for a term of one year. His mandate will not be remunerated and will expire after the annual general meeting in 2017.'
h) Merger- Merger-like operation by absorption between the Company like operation by absorption between the Company like operation absorption the Company – as acquiring as acquiring company – company – and ORANGE BELGIUM SA and ORANGE BELGIUM SA ORANGE BELGIUM – as acquired company. as acquired company. Acknowledgement and discussion by the shareholders of the merger project drafted by the management bodies of the companies drafted the of companiesset to merge, in accordance set merge, accordance with article 719 of the Belgian Companies Code, a copy of which the shareholders may obtain free of charge. Approval of the merger project. project. Proposed resolution No. 8: Proposed resolution No.
'The general meeting acknowledges and discusses the merger project drafted on 3 February 2016 by the management bodies of ORANGE BELGIUM and the Company, pursuant to article 719 of the Belgian Companies Code; this merger project was filed (i) by ORANGE BELGIUM with the Registrars Office of the Commercial Court of Brussels, on 26 February 2016, and published by excerpt, in accordance with article 74 of the Belgian Companies Code, in the annexes to the Belgian Official Gazette of 8 March 2016, under numbers 20160308 – 34196 and 34197 and (ii) by the Company with the Registrars Office of the Commercial Court of Brussels, on 26 February 2016, and published by excerpt, in accordance with article 74 of the Belgian Companies Code, in the annexes to the Belgian Official Gazette of 8 March 2016, under numbers 20160308 – 34198 and 34199. The general meeting subsequently approves the project in question.'
i) Decision to merge, in accordance with above- Decision in above-mentioned merger project, whereby mentioned merger the Company takes over ORANGE BELGIUM by means of a merger- merger-like operation. like operation. Proposed resolution No. 9: Proposed resolution No. 9:
'Consequently, the general meeting agrees to the operation whereby the Company takes over ORANGE BELGIUM by means of a merger-like operation. Through this operation the entire patrimony (assets and liabilities) of ORANGE BELGIUM is transferred to the Company by way of a universal transfer without any exception or reserve.
From an accounting and fiscal point of view, all operations of ORANGE BELGIUM are, as from the 1 st January 2016, considered to be made on behalf of the Company.
The merger enters into force legally on the date of the general meeting approving the merger.
There are no preferred shares or securities for which special rights were granted in ORANGE BELGIUM.
No special rights were granted to the members of the management bodies of the companies set to merge.
The general meeting approves the transfer of ownership of the patrimony of ORANGE BELGIUM to the Company, as per the accounting statement drawn up on 31 December 2015.'
j) Modification of the name of the Company following the above- he above-mentioned decision oned to merge. to
'The general meeting decides to change the name of the Company to "ORANGE BELGIUM", and this effective on the date of entry into force of the above-mentioned merger.'
'The general meeting decides to replace article 1 of the bylaws of the Company, effective on the date of entry into force of the above-mentioned merger, as follows. "ARTICLE 1 – NAME
The Company has the form of a limited liability company which makes or has made a public call on savings and bears the name "ORANGE B ORANGE BELGIUM BELGIUM".' ELGIUM
'The general meeting grants full powers to Mr Johan VAN DEN CRUIJCE, with right of substitution, to coordinate the text of the bylaws of the Company, in accordance with the decisions of this general meeting, to sign and file them with the Registrars Office of the competent Commercial Court to comply with the relevant legal provisions.'
m) Approval and, to the extent necessary, ratification, pursuant to article 556 of the Belgian Companies Code, of article 5.3 of the "Revo Belgian Code, article 5.3 "Revolving Credit Facility lving Credit Agreement" entered into on 12 June 2015 Agreement" entered June by the Company and the ATLAS SERVICES BELGIUM SA. BELGIUM SA. Under this agreement ALTLAS SERVICES BELGIUM SA gr this SA grants to the Company a revolving credit facility of maximum EUR 420,000,000 until 15 June 2019. After this date, the grant is limited to a maximum of EUR 295,000,000 (until 15 June 2020) and thereafter a maximum of EU (until 15 2020) thereafter maximum EUR 125,000,000 until 15 June R until 2021. Article 5.3 allows 2021. Article 5.3 ATLAS SERVICES BELGIUM BELGIUM SA to terminate this agreement under certain conditions if there is a change of control over the Company. Company.
'Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article 5.3 of the "Revolving Credit Facility Agreement" entered into on 12 June 2015 by the Company and ATLAS SERVICES BELGIUM SA.'
n) Approval and, to the extent necessary, ratification Approval necessary, ratification, pursuant to article 556 of the Belgian Companies Code, of article 5 Belgian Companies Code, of the "Amendment n°1 to the Revolving of the to Credit Facility Agreement" Credit Facility Agreement" entered into on 23 June 2015 2015 by the Company and by the ATLAS SERVICES BELGIUM SA. ATLAS BELGIUM SA. This agreement extends (until 9 June 2017) the extends 9 June 2017) term of the credit facility granted in December 2013 by ATLAS SERVICES BELGIUM SA to the Company for a maximum amount of EUR70,000,000. Article 5 70,000,000. 5 refers to the " refers the "Revolving Credit Facility Agreement Revolving Credit Agreement Agreement"entered i entered into in December 2013 nto in and containing a clause allowing and a clause allowingATLAS SERVICES BELGIUM SA ATLAS SA to terminate this terminate
'Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article 5 of the "Amendment n°1 to the Revolving Credit Facility Agreement" entered into on 23 June 2015 by the Company and ATLAS SERVICES BELGIUM SA.'
o) Approval and, to the extent necessary, ratification, pursuant to article 556 of the Belgian Companies Code, of article "General" Belgian Code, "General" of the "Term Sheet Distribution and "Term Sheet Media Agreement" Media Agreement" entered into on 6 August 2015 entered 2015 by the Company and the MEDIALAAN SA. MEDIALAAN SA.Under this Under agreement MEDIALAAN SA grants to the Com grants the Company the pany non-exclusive right to distribute in Belgium the TV ch exclusive distribute Belgium the channels VTM, 2BE, KADET, nnels VTM, KADET, Vitaya and VTMKZOOM, and radio stations QMusic and Joe FM. Article "General" FM. Article allows MEDIALAAN SA allows SASA to terminate this agreement unde to terminate under certain condition r certain conditions if there is a change of control over the Company. there over the Company. Proposed resolution No. 15: Proposed resolution No.
'Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article "General" of the "Term Sheet Distribution and Media Agreement" entered into on 6 August 2015 by the Company and MEDIALAAN SA.'
p) Approval and, to the extent necessary, ratification, pursuant to article 556 of the Belgian Companies Code, of article 32 Belgian article of the "Group Legal Agreement the Agreement n° GLA 12 GLA CG 223" CG 223" entered into on 29 May 2012 on May by ORANGE SA and SA and ORACLE FRANCE ORACLE SAS. Based on this agreement, the Company could and may Based on this agreement, Company mayin the future order in future products and services from the ORACLE group on the same conditions as negotiated by ORANGE SA. Article negotiated Article 32 allows allows the ORACLE group the ORACLE groupto terminate the to existing and future agreements with the Company under certain conditions if there is a change of control over the Company. there over the Company.
Proposed resolution No. 16: Proposed resolution No.
'Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article 32 of the "Group Legal Agreement n° GLA 12 CG 223" entered into on 29 May 2012.'
q) Approval and, to the extent necessary, ratification Approval the extent ratification, pursuant to article 556 of the , pursuant to article 556 of the Belgian Companies Code, of article 19 Belgian Code, 19 of the "E of the "E the "E-money Distribution Agreement" money Distribution Agreement" entered into on 1 January 2016 by the Company and entered into on 2016 Company BOKU ACCOUNT SERVICES UK Ltd. UK Ltd. In accordance with this agreement the Company beca In this agreement Company became the distributor e the of electronic money for Belgium via the electronic money institution BOKU ACCOUNT SERVICES UK Ltd. Article 19 allows ACCOUNT SERVICES UK BOKU ACCOUNT SERVICES UK BOKU ACCOUNT Ltd to terminate this agreement under certai terminate agreement under certain condition n conditions if there is a change of s if is control over the Company. control over the
Proposed resolution No. 17: Proposed resolution No.
'Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article 19 of the "E-money Distribution Agreement" entered into on 1 January 2016 by the Company and BOKU ACCOUNT SERVICES UK Ltd.'
r) Approval and, to the extent necessary, ratification, pursuant to article 556 of the Belgian Companies Code, of article 18.2 Belgian of article 18.2 of the "Affiliation Agreement" of the "Affiliation Agreement""Affiliation Agreement" entered entered into on 4 January 2016 by the Company and into by the Company and by DISCOVERY COMMUNICATIONS DISCOVERY COMMUNICATIONS EUROPE Ltd. EUROPE Ltd. DISCOVERY COMMUNICATIONS EUROPE Ltd grants to the DISCOVERY COMMUNICATIONS EUROPE Ltd grants to the Company, under this agreement, the non- Company, under this non-exclusive right to distribute in Flanders exclusive right to distribute in Flanders and Brussels the TV channels DISCOVERY and DISCOVERYCHANNEL and EUROSPORT 1. CHANNEL Article 18.2 allows DISCOVERY COMMUNICATIONS EUROPE Ltd 18.2 allows DISCOVERY LtdLtd to terminate this to agreement under certain conditions if there is a change of control over the Company. Company.
'Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article 18.2 of the "Affiliation Agreement" entered into on 4 January 2016 by the Company and DISCOVERY COMMUNICATIONS EUROPE Ltd.'
s) Approval and, to the extent necessary, ratification, pursuant to article 556 of the Belgian Companies Code, of article 16 Belgian of article 16 of the "Brand Licence Agreement" of the "Brand Licence Agreement" Agreement"entered entered into on 3 February 2016 by the Company and into on 3 2016 by the Company and by and ORANGE BRAND SERVICES Ltd ORANGE BRAND SERVICES Ltd ORANGE BRAND SERVICES Ltd. Under this agreement ORANGE BRAND SERVICES Ltd gran Under ORANGE BRAND SERVICES Ltd grants to the Company a ts to the Company a non-exclusive licence on the use of the exclusive licence on use "Orange" brand in Belgium. brand Article 16 allows ORANGE BRAND SERVICES Ltd allows Ltd to terminate this agreeme this agreement under certain nt conditions if there is a change of control over the Company. Company. Proposed resolution No. 19: Proposed resolution No.
'Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article 16 of the "Brand Licence Agreement" entered into on 3 February 2016 by the Company and ORANGE BRAND SERVICES Ltd.'
t) Approval and, to the extent necessary, ratification, pursuant to article 556 of the Belgian Companies Code, of article 11 Belgian Companies 11 of the "UEFA Sublicence Agreement" of the "UEFA Sublicence Agreement" the "UEFA Sublicence Agreement"to be concluded between concluded between the Company and the Company and the and ORANGE BRAND SERVICES Ltd ORANGE BRAND SERVICES Ltd ORANGE Ltd. Under this agreement ORANGE BRAND SERVICES Ltd grants to the Company a non- nonexclusive sublicence for Belgium over the sponsorship and marketing rights acquired from the UEFA for EURO UEFA 2016. Article acquired for UEFA Article 11 allows Article 11 allows ORANGE BRAND allows ORANGE BRAND SERVICES Ltd to terminate this SERVICES Ltd this agreement under certain condition agreement under certain conditions if ORANGE s
SA no longer retains a participation in the Company.
Proposed resolution No. 20: Proposed resolution No.
'Pursuant to article 556 of the Belgian Companies Code, the general meeting approves and, to the extent necessary, ratifies article 11 of the "UEFA Sublicence Agreement" to be concluded between the Company and ORANGE BRAND SERVICES Ltd.'
No vote is required for item a)
No vote is required for item b)
| 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 | |
| Voting instruction on proposed resolution No. 13 | for | against | abstain | |
| Voting instruction on proposed resolution No. 14 | for | against | abstain | |
| Voting instruction on proposed resolution No. 15 | for | against | abstain | |
| Voting instruction on proposed resolution No. 16 | for | against | abstain | |
| Voting instruction on proposed resolution No. 17 | for | against | abstain | |
| Voting instruction on proposed resolution No. 18 | for | against | abstain | |
| Voting instruction on proposed resolution No. 19 | for | against | abstain |
| Voting instruction on proposed resolution No. 20 | for | against | abstain | |
|---|---|---|---|---|
The forms to vote by correspondence in respect with this meeting and addressed to the Company will be valid for all subsequent meetings to be held with the same agenda.
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 will be considered as null and void.
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.
The original forms for voting by correspondence must arrive at the Company (for the attention of Mrs Anske De Porre) at the latest on Thursday 28 hursday 28April2016at 17.00 hours .00 hours. A copy may be sent in advance via fax (+32 2 745 86 45) or e-mail ([email protected]) insofar as the originals arrive at the Company at the latest on Thursday Thursday28April2016at 17.00 hours .00 hours.
| Done in ……………………………… on …………………………… ……………………2016 | ||
|---|---|---|
| Signature: ……………………………………………………………………………………………. | ||
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.