AGM Information • Apr 17, 2015
AGM Information
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In accordance with article 29 of the articles of association and article 536 of the Companies Code, the right to participate in the General Meeting and to exercise the voting right is granted by the account registration of the shareholder's bearer shares on the 14th day prior to the General Meeting at 24:00 hours ("registration date"), namely on 5 May 2015 at 24:00 hours either by their registration in the Company's register of bearer shares, or by their registration on the accounts of an authorised account keeper or a settlement institution, without prejudice to the number of shares in the shareholder's possession on the day of the General Meeting. Only persons who are shareholders of the company on this registration date are entitled to participate in and vote at the General Meeting.
2) Notification of the intention to attend the General Meeting
Holders of registered shares wishing to participate in the General Meeting must notify the company of their intention to participate in the meeting by sending an ordinary letter to the company's registered offices (Leopold de Waelplaats 8/1, 2000 Antwerp), a fax to number +32 3 369 94 24 or an email to [email protected]. This notification must take place no later than the 6th day before the date of the General Meeting. In order to be admitted to the General Meeting of 19 May 2015 it is necessary that as a registered shareholder you notify the company hereof and no later than Wednesday, 13 May 2015.
Holders of dematerialised shares wishing to participate in the General Meeting must submit a certificate issued by their financial intermediary or the authorized account keeper or settlement institution, which shows how many dematerialized shares were presented or in the shareholder's name were registered in its accounts on the Registration Date and for which the shareholder has declared that he wishes to participate in the General Meeting. This deposition must take place at the company's registered office (Leopold de Waelplaats 8/1, 2000 Antwerp) or at ING (Marnixlaan 24, 1000 Brussel), no later than the sixth day before the date of the General Meeting, which is no later than 13 May 2015.
Each shareholder may be represented at the General Meeting by a proxy-holder who may or may not be a shareholder. Unless it is permitted by Belgian law that different representatives are appointed, a shareholder may only appoint one person as proxy-holder.
You may always be represented by a representative by using the proxy form on the company's website (www.qrf.be). The name of the proxy-holder can be filled in or left blank. If the name of the proxyholder has not been filled in, the General Meeting secretariat will fill it in. The proxy must be signed by the shareholder (or if it concerns a legal entity by its duly authorised representative) and the proxy must be deposited no later than the 6th day before the date of the General Meeting, which is 13 May 2015 at the registered office of the company (Leopold de Waelplaats 8/1, 2000 Antwerp) or sent by fax to number +32 3 369 94 24 or by email to [email protected].
One or more shareholders, who together hold at least 3% of the share capital, may have items to be discussed added to the agenda of the General Meeting and submit proposals for decision in relation to the items for discussion on the agenda.
On the date that they submit an agenda point or proposal for decision, they must prove that individually or together they own the abovementioned minimum of 3% of the share capital by submitting either a certificate of registration of the shares in question from the register of bearer shares or a certificate drawn up by the authorized account keeper or settlement institution showing that the relevant number of dematerialised shares has been registered in their name in the account.
The items to be dealt with and proposals for decision which are placed on the agenda in the abovementioned manner will only be discussed if at least 3% of the share capital is registered in accordance with the procedure referred to here above under "Admission to the General Meeting".
The request to put items on the agenda of the General Meeting and proposals for decision must be made in writing and contains the text of the items to be dealt with and the pertaining proposals for decision or the text of the proposal for decision to be placed on the agenda. This request will also contain a postal or email address which the company can send the proof of these requests to.
The company must receive the additional items to be dealt with or proposals for decision no later than the 22nd day before the date of the General Meeting by the company, therefore no later than 27 April 2014.
These matters/motions for resolution must be sent to the company's registered office (Leopold de Waelplaats 8/1, 2000 Antwerp) or by email to [email protected]. The company confirms the receipt of the request within a period of 48 hours counting from their receipt.
If the company receives any requests to supplement the agenda and/or proposals for decision, it will add (i) these proposals for decision as soon as possible after their receipt to the website and (ii) publish an amended agenda and amended proxy form on its website no later than the 15th day prior to the date of the General Meeting which will be no later than 4 May 2015.
Shareholders can exercise their right to ask questions in writing as well as during the General Meeting. As soon as the convocation to the General Meeting has been published, the shareholders may pose questions in writing insofar as they comply with the formalities referred to here above under "Admission to the General Meeting". Written questions must be received no later than the 6th day before the General Meeting, which is no later than 13 May 2015 at the company's registered office by ordinary letter or by email sent to [email protected].
Each shareholder, showing the proof of their title and as soon as the convocation to the General Meeting is published may receive a copy of the following documents free of charge at the company's registered office:
the documents which will be submitted to the General Meetings;
the agenda of the General Meetings which also contains a proposal for motion or a comment from the manager under the articles of association; and
the form which can be used to vote by proxy.
These documents can also be found on the website www.qrf.be under "Investor Relations – General Meeting".
If you would like more information with regard to this General Meeting or the procedure for attending this meeting, please contact the company on +32 3 233 52 46 or by email at [email protected]
Qrf Management NV
Manager under the Articles of Association Qrf Comm. VA
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