AGM Information • Apr 25, 2014
AGM Information
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Public Limited Company Registered Office : Avenue des Olympiades 2 1140 Brussel (Evere) R.L.P. Brussels 0405.666.668
The Board of Directors invites the Shareholders
At the registered office of the company in Evere (1140 Brussels), Avenue des Olympiades 2, to participate to the ORDINARY GENERAL MEETING of the company.
Examination of the consolidated accounts as on 31 December 2013. Resolution No 1.1: Approval of the statutory annual accounts as on 31 December 2013. Resolution No 1.2: Approval of the appropriation of the result, i.e.:
| Profit for the financial year: | + € 461,677.31 |
|---|---|
| Profit brought forward from the previous year: | + € 69,229,876.66 |
| Result to be appropriated: | = € 69,691,553.97 |
| Gross dividend on shares (*): | - € 5,789,471.20 |
| Appropriation to the legal reserve: | - € 3,975.00 |
| Appropriation to other reserve (own shares): | - € 1,734,570.13 |
| Profit to be carried forward: | = € 62,163,537.64 |
(*) Gross dividend per share of € 0.20, giving an entitlement to a dividend net of withholding tax of € 0.15 per ordinary share.
Proposals forming the subject of the fourth resolution:
Resolution No 4.1: In accordance with article 18 of the articles of association, ratification of the resolution passed by the Board of Directors on 6 May 2013 and definitive replacement as Director of Mrs. Ingrid MERCKX by "IMRADA BVBA", represented by Mrs. Ingrid MERCKX, permanent representative, for a term expiring at the end of the General Meeting in 2016.
Resolution No 4.2: In accordance with article 18 of the articles of association, ratification of the resolution passed by the Board of Directors on 17 June 2013 and definitive replacement as Director of Mrs. Marion DEBRUYNE by "MARION DEBRUYNE BVBA", represented by Mrs. Marion DEBRUYNE, permanent representative, for a term expiring at the end of the General Meeting in 2016.
Examination of the remuneration report for financial year 2013, as referred to in the corporate governance statement.
Resolution No 5.1: Approval of the remuneration report.
Resolution No 5.2: Fixing and approval of the Directors' emoluments, i.e.:
Resolution No 5.3: Fixing of the amount of fees for the members of the Audit Committee at € 2,500 per meeting and for the Chairman of the Audit Committee at € 3,750 per meeting.
Resolution No 5.4: Fixing of the amount of fees for the members of the Remuneration and Nomination Committee at € 2,500 a year and for the Chairman of the Remuneration and Nomination Committee at € 3,750 a year.
In respect of the provisions laid down under Article 520ter of the Company Code concerning variable remuneration for the members of the Management Committee and the need to defer variable remuneration payments over a three year period in case certain thresholds are passed, the Board of Directors states the following:
Taking the above into consideration and as the target variable remuneration bonus payout for the Managing Director and CEO surpasses the 25% maximum threshold, the Board of Directors proposes to the General Shareholder meeting to approve the said deviation from the principle of a deferral over three years, and hence to allow the full payment of the variable remuneration within one year.
Resolution No 5.5: Approval of the deviation from the principle of a deferral over three years to allow, for the benefit of the Managing Director and CEO, Olivier Chapelle SPRL, the full payment of the variable remuneration within one year.
The Board of Directors intends to publish at the end of the year, within the framework of the authorised capital, a new edition of the Stock Option Plan of the Recticel Group. To this effect, it requests the authorisation of the General Meeting in accordance with the 2009 Code of Corporate Governance.
The Meeting is requested to give its authorisation to the Board of Directors so that, if appropriate, it can publish a new edition of the Stock Option Plan of the Recticel Group in favour of the senior managers of the Recticel Group. If the Board of Directors decides to do this, the new edition will include the issue of a maximum of 480,000 stock options, with a period for exercising the option of a minimum of six years and an unavailability period of a minimum of three years, to be allocated to the beneficiaries free of charge. The issue price will be fixed on the basis of the average price of a Recticel share over the normal period preceding the offer.
In order to attend the General Meeting or to be represented and exercise voting rights, every shareholder must fulfil the two conditions set out below, pursuant to Article 31 of the Company's Articles of Association:
Registration of their shares on 13 May 2014 at midnight (Belgian time) ("Registration Date"), either by entry in the register of shares in the name of the Company, or by entry on the accounts of an official accountholder or a liquidation institution.
Confirmation to the Company, at the latest on 21 May 2014, that they wish to attend the General Meeting. At the same time, they must also announce the number of shares with which they wish to vote at the General Meeting.
The holder of dematerialised shares must also submit a certificate from the official accountholder or liquidation institution, to the Company which indicates with how many shares registered in the name of the shareholder on the Registration Date they intend to take part in the General Meeting.
The holders of bonds, warrants or certificates issued in cooperation with the Company, who may attend the General Meeting with an advisory vote, pursuant to Article 537 of the Companies Code, are requested to comply with the formalities of registration and prior notification referred to above.
Only those being registered as shareholders on the Registration Date shall have the right to attend and vote at the General Meeting.
Pursuant to Article 30 of the Company's Articles of Association, one or more shareholders, who together hold at least 3% of the share capital, may add items to be discussed to the agenda of the General Meeting and submit motions for resolutions with regard to the items on or to be placed on the agenda. The Company must receive such requests, together with the evidence of the required participation, no later than 5 May 2014.
Pursuant to Article 32 of the Company's Articles of Association, every shareholder is given the opportunity to be represented at the General Meeting by a special agent or to vote by letter before the meeting. The Company must receive, on 21 May 2014 at the latest, the powers of attorney and voting forms. The signed originals must be submitted to the members of the bureau no later than the day of the General Meeting.
Pursuant to Article 33 of the Company's Articles of Association, shareholders who have fulfilled the aforementioned conditions to access, may ask questions to the Directors and the Auditor regarding their report or items on the agenda. The Company must receive the questions in writing no later than 21 May 2014 .
In order to attend, or to be represented at, the General Meeting, holders of shares, bonds, warrants or certificates issued with the cooperation of the Company, as well as authorised agents, must present proof of their identity (identity card or passport) and representatives of legal entities must, in addition, provide proof of their powers of representation (relevant company documents). The Company must receive this proof, at the latest, on the day of the General Meeting.
All documents related to this General Meeting are made available on the Company's website (www.recticel.com) and are also available at the Company's registered office.
The notification and all other notices or correspondence to the Company must be for the attention of Mr Dirk Verbruggen, General Counsel & General Secretary, as follows:
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