AGM Information • Apr 27, 2012
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.
| + € 12,037,723.14 |
|---|
| + € 63,045,822.56 |
| = € 75,083,545.70 |
| - € 8,100,807.68 |
| = € 66,982,738.02 |
Proposals forming the subject of the fourth resolution:
Resolution No 4.1: Renewal of the term of office of Mr. Etienne DAVIGNON as Nonexecutive Director and Chairman of the Board of Directors, for a further period of four years expiring at the end of the General Meeting in 2016.
Resolution No 4.2: Renewal of the term of office of OLIVIER CHAPELLE SPRL, represented by Mr. Olivier CHAPELLE, as Executive Director and Managing Director, for a further period of four years expiring at the end of the General Meeting in 2016.
Resolution No 4.3: Renewal of the term of office of VEAN NV, represented by Mr. Luc VANSTEENKISTE, as Non-executive Director and Vice-Chairman of the Board of Directors, for a further period of four years expiring at the end of the General Meeting in 2016.
Resolution No 4.4: Renewal of the term of office of Mr. Guy PAQUOT, as Non-executive Director and Vice-Chairman of the Board of Directors, for a further period of four years expiring at the end of the General Meeting in 2016.
Resolution No 4.5: Renewal of the term of office of Mrs. Jacqueline ZOETE, as Nonexecutive Director, for a further period of four years expiring at the end of the General Meeting in 2016.
Resolution No 4.6: Replacement of Mr. Wilfried VANDEPOEL, whose term of office as a Director expires at the end of the present General Meeting, and election as a Director of REVAM BVBA, represented by Mr. Wilfried VANDEPOEL, for a period of one year expiring at the end of the General Meeting in 2013.
Resolution No 4.7: Replacement of SOGELAM NV, represented by Mr. Luc WILLAME, whose term of office as a Director expires at the end of the present General Meeting, and election as a Director of Mr. Patrick VAN CRAEN for a period of four years expiring at the end of the General Meeting in 2016.
Resolution No 4.8: Replacement of LOUIS VERBEKE BVBA, represented by Mr. Louis H. VERBEKE, whose term of office as a Director expires at the end of the present General Meeting, and election as a Director of Mrs. Marion DEBRUYNE for a period of four years expiring at the end of the General Meeting in 2016.
Resolution N° 4.9 : Election of Mrs. Ingrid MERCKX as Director for a period of four years expiring at the end of the General Meeting in 2016.
Resolution N° 5.1: Election of Mrs. Marion DEBRUYNE as an independent Director of the Company within the meaning of Articles 524 §2 and 526bis §2 of the Company Code. She meets all the criteria laid down in Article 526ter of the Company Code and the criteria of independence set out by the 2009 Code of Corporate Governance.
Resolution N° 5.2: Election of Mrs. Ingrid MERCKX as an independent Director of the Company within the meaning of Articles 524 §2 and 526bis §2 of the Company Code. She meets all the criteria laid down in Article 526ter of the Company Code and the criteria of independence set out by the 2009 Code of Corporate Governance.
Approval of the election of Mr. William BLOMME as co-representative of the Company's statutory auditor, being "DELOITTE Auditors", which is now represented by Messrs. Kurt DEHOORNE and William BLOMME, with effect as the financial year starting on 1 January 2012.
Resolution No 7.1: Approval of the remuneration report.
Resolution No 7.2: Fixing and approval of the Directors' emoluments, i.e.:
Resolution No 7.3: 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 7.4: 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, examination of the conclusion and proposal of the Board of Directors summarized as follows:
The principle of a deferral over a three year period of variable remuneration payment would only be applicable to the Managing Director and CEO, Olivier Chapelle SPRL, as all other members of the Management Committee remain below the 25% threshold.
The Remuneration Committee and the Board of Directors reviewed the various possibilities that the legislation offers for its application and finally decided that it would be in the best interest of the company to keep the variable remuneration payment structure at the same level for all Management Committee members. As the target variable remuneration bonus pay-out 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 7.5: 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.
New edition of the Stock Option Plan of the Recticel Group.
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.
Further to the execution on 9 December 2011 of a credit facility agreement between Recticel SA/NV and Recticel International Services NV on the one hand, and Fortis Bank SA/NV, ING Belgium SA/NV, Commerzbank Aktiengesellschaft Filiale Luxemburg and KBC Bank NV, on the other hand, for an amount of EUR 175,000,000, approval by the shareholders of the Company, for the purpose of Article 556 of the Belgian Companies Code, of Clause 9.2 (Mandatory prepayment – Change of control) and Clause 24.10 (Ownership of the Obligors) of aforementioned credit facility agreement.
The said clauses provide that in case of a change of control over the Company, or over a subsidiary that is also an obligor under the Facility agreement, each of the banks participating in the Facility will have the right to request prepayment and cancellation of their respective Facility commitment, and if banks representing a special majority of the total Facility amount request such, then the total Facility will have to be prepaid and cancelled.
In line with the Belgian Companies Code, for such a clause to take effect requires the approval of the General Shareholder meeting.
In order to attend the Annual 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 15 May 2012 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, or by presenting their bearer shares to one of the following financial institutions: Bank Degroof, Belfius Bank, BNP Paribas Fortis Bank or KBC Bank.
Notification to the Company, at the latest on 23 May 2012, that they wish to attend the Ordinary General Meeting. At the same time, they must also announce the number of shares with which they wish to vote at the Ordinary General Meeting.
The holder of bearer shares or dematerialised shares must also submit a certificate from the financial intermediary, official accountholder or liquidation institution, to the Company which indicates with how many shares, presented on the Registration date or registered in the name of the shareholder, they intend to take part in the Ordinary General Meeting. The holders of bonds, warrants or certificates issued in cooperation with the Company, who may attend the Ordinary 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.
Pursuant to Article 32 of the Company's Articles of Association, every shareholder is given the opportunity to be represented at the Ordinary General Meeting by a special agent or to vote by letter before the meeting. The Company must receive, on 23 May 2012 at the latest, the powers of attorney and voting forms. The signed originals must be submitted to the members of the executive committee no later than the day of the Ordinary General Meeting.
Pursuant to Article 33 of the Company's Articles of Association, shareholders who have fulfilled the aforementioned registration and notification conditions, 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 23 May 2012 .
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 Ordinary 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 7 May 2012.
In order to attend, or to be represented at, the Ordinary 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 power of representation (relevant company documents). The Company must receive this proof, at the latest, on the day of the Ordinary General Meeting.
All documents related to this Ordinary 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, Company Secretary, as follows:
either by post: Recticel NV, Olympiadenlaan 2, B-1140 Brussels;
by e-mail: [email protected];
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