Regulatory Filings • Mar 28, 2014
Regulatory Filings
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Limited liability company (naamloze vennootschap) at 2800 Mechelen, Liersesteenweg 4 Company Number 0477.702.333 Register of Legal Persons Mechelen
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After proposed amendments by notarial deed of April 30, 2014
| Article 1 : Definitions | |
|---|---|
| For the purpose of these provisions the following definitions shall apply : | |
| Affiliate | with respect to any Person, any other Person |
| directly or indirectly controlling, controlled | |
| by or under common control with such | |
| Person. | |
| Basisdeeds | the ten (10) basisdeeds passed before notary |
| public on respectively September 23, 1996 | |
| and May 28, 1998 between Telenet |
|
| Vlaanderen and each of the Mixed |
|
| Intercommunales, whereby each of the |
|
| Mixed Intercommunales contributed |
|
| minimum 1 percent of ownership rights and | |
| related usage rights on their Cable Network | |
| to Telenet Vlaanderen as subsequently |
|
| amended from time to time. | |
| Business Day | any day, except a Saturday, Sunday or legal |
| holiday in Brussels, Belgium. | |
| Cable Network | has the meaning ascribed thereto in the |
| Interkabel Contribution Deed and the |
|
| Basisdeeds. | |
| Companies | the limited liability companies (naamloze |
| vennootschappen) Telenet Group Holding, | |
| Telenet Vlaanderen and Telenet. | |
| Control | the power to direct the management and |
| policies of a Person, directly or indirectly, | |
| whether through the ownership of voting | |
| securities, by contract or otherwise. The | |
| terms "controlling" and "controlled" have | |
| meanings correlative to the foregoing. | |
| A Person shall have "Joint Control" over | |
| another Person if the affirmative vote of the | |
| controlling person shall be necessary, |
|
| together with the affirmative vote of one or | |
| more other Persons, to approve certain |
|
| designated actions of the controlled Person. |
| Financial Services and | |
|---|---|
| Markets Authority" | the Financial Services and Markets |
| Authority, as defined in the law on the | |
| supervision of the financial sector and on | |
| financial services of August 2, 2002, as | |
| amended from time to time | |
| Golden Shares | the ten (10) golden shares issued by Telenet |
| BidCo to the Mixed Intercommunales (and |
|
| swapped into ten (10) shares of Telenet | |
| Communications and ultimately into ten (10) | |
| shares of Telenet Group Holding that upon |
|
| the effectiveness of the stock split decided | |
| by the extraordinary general meeting of 14 | |
| October 2005 were divided into thirty (30) | |
| Golden Shares) in order to enable the Mixed |
|
| Intercommunales to monitor the Public |
|
| Interest Guarantees. | |
| Golden Share Representatives | the persons elected among the candidates |
| nominated by the majority of the holders of | |
| the Golden Shares to sit on the Regulatory | |
| Board. | |
| Independent Director | any one of the persons elected as |
| independent director in accordance with |
|
| Article 18. | |
| Intercommunale | each of the Mixed Intercommunales and |
| each of the Pure Intercommunales. | |
| Interkabel | the limited liability cooperative company |
| (coöperatieve vennootschap met beperkte | |
| aansprakelijkheid) "Interkabel Vlaanderen", | |
| with registered office at 3500 Hasselt, |
|
| Trichterheideweg 8. | |
| Interkabel Contribution Deed | the deed dated September 23, 1996 pursuant |
| to which Interkabel has contributed to |
|
| Telenet Vlaanderen usage rights, as |
|
| amended from time to time. | |
| Liquidation Dispreference Shares | shall have the meaning set forth in Article |
| 52. | |
| Mixed Intercommunales | The following Intercommunales or their |
| successors: | |
| (i) Intercommunale Maatschappij voor Gas | |
| en Electriciteit van het Westen |
|
| ("GASELWEST"), a cooperative |
|
| intercommunal association (coöperatieve |
|
| intercommunale vereniging) with registered | |
| office at Stadhuis Roeselare, 8800 |
|
| Roeselare, (ii) Intercommunale |
|
| Maatschappij voor Energievoorziening |
|
| Antwerpen ("I.M.E.A."), with registered |
Public Interest Guarantees certain guarantees on
office at Stadhuis Antwerp, Grote Markt 1, 2000 Antwerp, (iii) Intercommunale Vereniging voor Energieleveringen in Midden-Vlaanderen ("INTERGEM"), with registered office at Stadhuis Dendermonde, 9200 Dendermonde, (iv) Intercommunale Maatschappij voor Televisiedistributie ("INTERTEVE"), with registered office at Stadhuis Lier, Grote Markt 57, 2500 Lier, (v) Intercommunale Vereniging voor de Energiedistributie in de Kempen en het Antwerpse ("IVEKA"), with registered office at Gemeentehuis Malle, 2390 Westmalle, (vi) IVERLEK, with registered office at Aarschotsesteenweg 58, 3012 Leuven (Wilsele), (vii) Intercommunale Maatschappij voor Televisiedistributie in het gebied van Kempen en Polder ("TELEKEMPO"), with registered office at Districtshuis Ekeren, Veltwijcklaan 27, 2180 Antwerp (Ekeren), (viii) Intercommunale Maatschappij voor Televisiedistributie op de Linker Schelde-Oever ("TEVELO"), with registered office at Gemeentehuis Beveren-Waas, Stationsstraat 2, 9120 Beveren-Waas, (ix) Intercommunale Maatschappij voor Televisiedistributie in Oost-Vlaanderen ("TEVEOOST"), with registered office at Stadhuis Lokeren, 9160 Lokeren, and (x) Intercommunale Maatschappij voor Televisiedistributie in West-Vlaanderen ("TEVEWEST"), with registered office at Stadhuis Brugge, 8000 Bruges, and whereby the Persons listed under (ii) through (x) (including) are a "opdrachthoudende vereniging" as defined in the Decree of the Flemish Parliament of July 6, 2001 regarding the intermunicipal cooperation. Person an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or
subdivision thereof).
(i) price and content of the basic package,
any department, agency or political
| (ii) roll-out obligations for the digital |
||
|---|---|---|
| platform; and | ||
| (iii) the provision of public services |
||
| which utilize new technologies to | ||
| local administrations at cost price |
||
| which guarantees are to protect the public | ||
| interest, as specified and detailed in a |
||
| document signed by the Companies and the | ||
| Mixed Intercommunales dated October 14, | ||
| 2005. | ||
| Pure Intercommunales | The following Intercommunales or their successors: |
|
| (i) Provinciale Brabantse |
||
| Energiemaatschappij ("P.B.E."), a |
||
| cooperative company with limited liability | ||
| (coöperatieve vennootschap met beperkte | ||
| aansprakelijkheid) with registered office at | ||
| Diestsesteenweg 126, 3210 Lubbeek |
||
| (Linden), (ii) Provinciale Intercommunale | ||
| Electriciteitsmaatschappij van Limburg |
||
| ("INTERELECTRA"), with registered office | ||
| at Trichterheideweg 8, 3500 Hasselt, (iii) | ||
| Infrax West, with registered office at |
||
| Noordlaan 9, 8820 Torhout (formerly called |
||
| West-Vlaamse Energie en |
||
| Teledistributiemaatschappij), and (iv) |
||
| Intercommunale voor Teledistributie van het | ||
| Gewest Antwerpen ("INTEGAN"), with |
||
| registered office at Boombekelaan 14, 2660 |
||
| Hoboken, and whereby the Persons listed |
||
| under (ii) through (iv) are a |
||
| "opdrachthoudende vereniging" as defined | ||
| in the Decree of the Flemish Parliament of | ||
| July 6, 2001 regarding the intermunicipal | ||
| cooperation. | ||
| Regulatory Board | a board of Telenet Group Holding |
|
| empowered to revise the Public Interest | ||
| Guarantees. | ||
| Shareholders | any Person who shall at anytime be a | |
| shareholder of Telenet Group Holding. | ||
| Shares | depending on the context, the entirety or the | |
| relevant part of the shares representing the |
||
| entire outstanding capital of Telenet Group | ||
| Holding, including all other shares of |
||
| Telenet Group Holding which will be |
||
| created afterwards. | ||
| Syndicate Agreement | the syndicate agreement executed by the | |
| Syndicate Shareholders on October 14, |
||
| Syndicate Shareholders | 2005, relating to the management of the Companies, the transfer of Shares by the Syndicate Shareholders and other matters, together with its exhibits and schedules, as this may be further amended and restated. any Person who shall at anytime be a Shareholder and a signatory party to the syndicate agreement executed by the Syndicate Shareholders on October 14, 2005, relating to the management of the Companies, the transfer of Shares by the |
|---|---|
| Telenet | Syndicate Shareholders and other matters, together with its exhibits and schedules, as further amended and restated. the limited liability company (naamloze vennootschap) "Telenet" (formerly known as Telenet BidCo), with registered office at 2800 Mechelen, Liersesteenweg 4, |
| Telenet Vlaanderen | registered with the Register of Legal Persons under company no. 0473.416.418. the limited liability company (naamloze vennootschap) "Telenet Vlaanderen", with registered office at 2800 Mechelen, Liersesteenweg 4, registered with the Register of Legal Persons under company |
| Telenet Vlaanderen Shares | no. 0458.840.088. depending on the context, the entirety or relevant part of the shares representing the entire outstanding capital of Telenet Vlaanderen and all other shares of Telenet Vlaanderen which will be created |
| Transfer | afterwards. to sell, assign, encumber, pledge (other than a pledge for the purpose of financing the business of the Companies or financing Binan Investments BV or its successors), directly or indirectly, or to grant an option to acquire or otherwise transfer Shares or assets, except that with respect to the shares and assets of Telenet Vlaanderen, it shall mean to sell, assign, encumber or pledge, directly or indirectly, or to grant an option to acquire or otherwise transfer. |
The company has the corporate form of a limited liability company (naamloze vennootschap).
Its name is "Telenet Group Holding".
The company has the capacity of a company that is making, or has made, a public appeal on savings, as determined by the Belgian Company Code.
Article 3 : Registered office
The registered office of the company is located at 2800 Mechelen, Liersesteenweg 4.
The Board of Directors may resolve to transfer the registered office in Belgium without amendment to the Articles of Association, insofar as this transfer does not cause a change in the language regime applicable to the company.
The transfer of the registered office shall be published by deposit in the company file of a statement signed by the authorized representative body of the company, together with a transcript for publication in the annexes to the Belgian Official Journal.
The company may, by a simple majority vote of the Board of Directors, establish additional administrative seats and operating seats, as well as offices and branches, both in Belgium and abroad.
The purpose of the company is as well in Belgium as abroad, as well in its own name and for its own account as in the name or for the account of third parties, alone or in co-operation with third parties:
To render all services on these or other networks both to intermediaries and end-users, both to private individuals, public authorities and business; both to closed user groups and to the public or to other interested users of telecommunication services.
To develop, gather, structure, manage and exploit multimedia data and other information, be it data, text, graphics, sound or a combination thereof.
Thereby excluding, if need may be, any regulated activities, for which the required permits or licenses are not available.
This enumeration is non-limitative and is to be interpreted in the broadest possible manner.
The company can perform all so-called technical, economical, social, intellectual, organizational, civil, commercial, industrial, financial, personal property and real estate transactions that, directly or indirectly, relate to the company's corporate purpose or which may further this corporate purpose.
The company can grant guarantees, act as agent or representative, grant advances, credit facilities or securities, including mortgages, to these and other, whether or not affiliated, companies, enterprises and associations.
Article 5 : Duration
The company is incorporated for an indefinite duration.
Except in the event of dissolution by court order, the company can only be dissolved by an extraordinary general meeting of the shareholders with due observance of the formalities for an amendment to the Articles of Association and of the legal requirements regarding the dissolution of companies.
The share capital of the company amounts € 12.581.931,37.
It is represented by 115.719.152 shares without face value, each of which represents an equal portion of the share capital.
The share capital has been fully and unconditionally subscribed for and is fully paid up.
All Shares are common Shares except for:
(1) the 30 Golden Shares, which have the same rights and benefits as the common Shares except when expressly provided otherwise in these Articles of Association;
(2) the 94,843 Liquidation Dispreference Shares, which have the same rights and benefits as the common Shares except when expressly provided otherwise in these Articles of Association.
By virtue of a resolution of the extraordinary general shareholders' meeting held on April 25, 2012, the board of directors may increase the capital of the company on one or several occasions by a maximum amount of €5,000,000.00. This authorization is valid for a period of five years as from the date of publication in the Annex to the Belgian Official Journal of an extract of the minutes of the extraordinary shareholders' meeting of the company held on April 25, 2012.These powers of the board of directors can be renewed.
The board of directors may increase the capital by contributions in cash or in kind within the limits of applicable law, by capitalization of reserves, whether available or unavailable for distribution, with or without the issuance of new shares (with or without voting rights). The board of directors may also use this authorization for the issuance of convertible bonds, warrants or bonds to which warrants or other securities are attached, and for the issuance of other securities.
In accordance with the applicable provisions of the articles of association and applicable law, when using its powers under the authorized capital, the board of directors may, in the interest of the company, limit or cancel the preferential subscription right, including in favour of one or more specific persons other than personnel of the company or of its subsidiaries.
Where, in the event of a capital increase decided by the board of directors pursuant to the authorized capital, an issue premium is paid, this issue premium will be automatically booked under the account "Issue premium", which shall, like the share capital, serve as the guarantee for third parties, and which can, except the possibility to convert this reserve into share capital, only be reduced or cancelled on the basis of a new lawful resolution of the general shareholders' meeting passed in the manner required for an amendment to the company's articles of association.
When using its powers under the authorized capital, the board of directors is authorized, with power of substitution, to amend the company's articles of association to reflect the outstanding share capital and outstanding shares..
Article 8 : Increase of capital – Preferential Subscription Right
The resolution to increase the share capital (in cash or in kind, directly or conditional (through the issuance of warrants, convertible bonds or other financial instruments giving right to subscription or exchangeable for new Shares to be issued) is adopted by the general Shareholders' meeting, in accordance with the rules set out in the Belgian Company Code.
The board of directors determines the rate and the conditions of the issuance of the new Shares unless the general Shareholders' meeting itself adopts such decision.
In the event of a premium on the new Shares, such premium must be paid in full upon subscription.
Upon each increase of the share capital, the Shares subscribed to in cash must be offered first to the Shareholders, in proportion to that part of the share capital that is represented by their Shares, during a period of at least fifteen (15) days from the day subscriptions were opened, in accordance with the rules set out in the Belgian Company Code.
If the Share is encumbered with a usufruct, the preferential subscription right shall inure to the bear owner; if the latter waives this preferential subscription right in full or in part, it shall inure to the holder of the usufruct.
For pledged Shares, the preferential subscription right shall inure exclusively to the owner-pledgor.
The preferential subscription right may be limited or cancelled in the interest of the company by the general Shareholders' meeting, with due observance of the applicable legal provisions.
Article 9 : Nature of the Shares
The Shares are registered shares or dematerialized Shares as the Shareholders selects. The registered Shares are recorded in the register of Shares, held at the registered office of the Company in accordance with the legal provisions. Any Shareholder can require at its own cost to convert all or part of the Shares he owns, into dematerialized Shares.
The Liquidation Dispreference Shares shall remain registered until they are converted into common Shares in accordance with Article 53 of the Articles of Association. Upon conversion they may be converted into dematerialized shares as provided in the first paragraph of this Article.
The Golden Shares shall remain registered until the transfer restrictions set forth in Article 15 are removed. Upon removal of such transfer restrictions, they may be converted into dematerialized shares as provided in the first paragraph of this Article.
As long as allowed under Belgian laws, the shares can be in bearer form. They need to be converted into nominative shares or in dematerialized shares according to the prescriptions and modalities of the law and at the latest on the dates foreseen in the law.
Article 10 : Non-paid-up Shares - Obligation to pay-up
The obligation to pay-up a Share is unconditional and indivisible.
Payment of any additional amount or payment in full of any unpaid share shall be requested by the Board of Directors at such time as it shall determine. Notice of any such request shall be given to the Shareholders by registered letter indicating the bank account to which the payment must be made by wire transfer or deposit, to the exclusion of all other payment methods. The Shareholder shall be in default as soon as the period indicated in the notice, which may not be shorter than 14 days, shall have lapsed.
Early payments on Shares cannot be made without the prior consent of the Board of Directors.
Each Shareholder that participates in a capital increase undertakes to make the further cash payments in respect of Shares that have not been paid-up in full at the request of the Board of Directors made at least 14 days on beforehand.
Article 11 : Indivisibility of the shares
The Shares are indivisible.
Several rightful claimants to the rights on one Share may exercise their rights only through a common representative.
As long as no common representative vis-à-vis the company has been appointed by such claimants, all rights accruing to these shares shall remain suspended.
All notices, writs and other notifications by the company to the several rightful claimants on one Share will be validly and exclusively done to the appointed common representative.
Heirs, creditors, or other rightful claimants of a Shareholder may in no event intervene in the management of the company, nor cause seals to be laid on the goods and securities of the company, nor claim the liquidation of the company and the distribution of its assets.
For the exercise of their rights they must accept the balance sheets and inventories of the company and accept the decisions of the general meeting of shareholders.
Without prejudice to Article 581 of the Belgian Company Code, the Board of Directors may proceed to issue bonds which may or may not be secured by collateral securities.
Article 14 : General
The Transfer of Shares is free, except for the Golden Shares to which Article 15 shall apply.
Article 15
Transfer of Golden Shares
15.1 Golden Shares shall only be transferable but always be freely transferable to other associations between communes and to communes, provinces or any other public law entities or private companies directly or indirectly controlled by public law entities ("Public Law Entities").
In case the existing holders or the transferees would no longer be Public Law Entities, these entities will Transfer the concerned Golden Shares to an entity which qualifies as Public Law Entity within four weeks as of the date on which they have legally ceased to be Public Law Entities.
Each transfer of registered Shares occurs by a declaration of transfer recorded in the register of shareholders, dated and signed by the transferor and the transferee or their proxy-holder(s), or in any other manner permitted by law. Each transfer of bearer Shares or dematerialized Shares occurs in the manner provided by law. Article 17: Acquisition and Transfer of own effects
17.1. The acquisition by the Compay of its own Shares, Profit Certificates or certificates concerning those effects, by acquisition or exchange, directly or by a person handling in his own name but on behalf of the Company, and the subscription of such certificates after the issuance of the corresponding Shares or Profit Certificates, is subject to the relevant regulations in the Articles of Association of the Company and to the relevant legislation.
17.2. Especially the general shareholders' meeting held on May 28, 2009 has granted the following powers to the Board of Directors of the Company:
The Board of Directors is especially empowered, without further decision by the general shareholders' meeting required and in accordance with the provisions in the Belgian Company Code and in the Articles of Association of the Company, to acquire respectively Transfer own Shares or Profit Certificates, and certificates concerning those effects, if the acquisition or the Transfer is necessary in order to avoid the company from suffering a serious and imminent damage.
This authorization also applies in case of an Acquisition respectively a Transfer, not done by the Company but by a person handling in his own name but on behalf of the Company.
This authorization is valuable during three years following the notification of this authorisation in the Belgian Official Journey, and it can be renewed in accordance with the provisions in the Belgian Company Code.
This authorization is without prejudice to other specific authorizations to acquire or/and to dispose of own Shares, Profit Certificates (and certificates concerning those effects) granted or to be granted by the general shareholders' meeting in accordance with the relevant legislation, for as far as this authorizations are applicable.
17.3. In general, the Board of Directors can always transfer acquired own Shares and Profit Certificates listed in the meaning of article 4 of the Belgian Company Code, on or outside a regulated market, without further prior authorization by the general shareholders' meeting. This authorization is valuable without any time restriction.
Article 18 : Appointment and dismissal of directors
The shareholders' meeting shall be obligated to elect the directors for the board seats referred to under Article 18.1 (i) and (ii) from the candidates as nominated in accordance with these provisions.
in the opinion of the Board of Directors, is a person of high repute with experience as a director in companies other than small companies, as defined in Article 15 of the Belgian Company Code;
is not an employee or director of a competitor, in the opinion of the Board of Directors.
In the selection process of the Independent Directors, it will be taken care of that the Independent Directors as group are sufficiently familiar with and have knowledge of the Belgian context in which the company operates.
18.3 The term of a director's mandate may not exceed 4 years.
Their mandate terminates at the end of the general shareholders' meeting or the meeting of the Board of Directors that provides for their replacement.
The directors may be discharged at all times by the general shareholders' meeting.
Resigning directors may be reappointed.
18.4 When a position on the Board of Directors becomes vacant, the remaining directors have the right to temporarily fill the vacancy in accordance with Article 18.1. The next general shareholders' meeting shall decide on the final appointment. The newly appointed director shall complete the mandate of the director that he or she replaces.
Article 19 : Chairman
The Board of Directors may elect a chairman from among its members.
Article 20 : Conflict of interest
If a director is deemed by law to have an interest that conflicts with that of the company, the director must act in accordance with the applicable legal provisions.
If several directors are in this position, and the applicable legal provisions prohibit them from taking part in the deliberations or voting on the matter in question, the decision in question may validly be taken by the remaining directors, even if they do not form the quorum required by these Articles of Association for deliberations and voting by the Board of Directors.
Article 21 : Meetings of the Board of Directors
The Board of Directors shall meet upon invitation by the chairman or, in his absence , upon invitation of any director, as often as the interest of the company so requires, as well as within 14 days of a request for a meeting by at least 2 directors, and with a minimum of 4 times per year.
The meeting of the Board of Directors shall be chaired by the chairman.
The meeting shall be held at the registered office of the company or at any other place indicated in the letter convening the meeting, or by way of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. The letter convening the meeting shall contain the agenda and shall be sent to each director not later than 8 days prior to the meeting, except in cases of urgency, in which such letter shall be sent not later than 2 days prior to the meeting.
This agreement is assumed to have been given when no objection is recorded in the minutes.
Article 23 : Majorities for votes in the Board of Directors
(c) all decisions with respect to the split up or merger or equivalent transaction related to Telenet Vlaanderen (other than as part of a restructuring in accordance with Section 7.6 of the Syndicate Agreement)..
23.3 Changes to the Public Interest Guarantees shall also require the approval of the majority of the Golden Share Representatives in the Regulatory Board.
The Board shall have the authority to take all actions that are necessary or useful in order to achieve the corporate purpose of the company , except for those actions for which - as a matter of law or these Articles of Association - only the general shareholders' meeting is authorized.
The Board of Directors may establish such committees as it determines but shall establish at least an Audit Committee, a Remuneration Committee, a Strategic Committee and a Nomination Committee, provided however that the Remuneration Committee and the Nomination Committee can converge into one and the same committee. The majority of the Board of Directors shall establish the composition of each committee. The Committees are advisory bodies only and will not have the power to make decisions binding upon the Companies.
The Board of Directors may delegate the daily management and the representation related to the daily management to one or more persons, whether or not a director. It appoints and dismisses the persons delegated to said management, who are elected within or outside the Board, and determines their powers.
The Board of Directors and the persons delegated to the daily management, the latter within the boundaries of such management, may grant special and specific proxies to one or more persons of their choice.
The holders of the Golden Shares shall, for so long as the Golden Shares are outstanding, be entitled to appoint all of the 10 Class A members ("Golden Share Representatives") on the Regulatory Board of the company, with up to 10 Class B members on the Regulatory Board to be appointed by the Board of Directors of the company, it being understood that the representatives of the holders of the Golden Shares shall include the individuals appointed upon joint nomination of the Mixed Intercommunales and Electrabel in the Board of Directors of the company for so long as the Mixed Intercommunales and Electrabel jointly nominate one or more directors. If the Mixed Intercommunales or Electrabel cease to be represented on the Board of Directors of the company, the holders of the Golden Shares shall, for so long as the Golden Shares are outstanding, be entitled to appoint 1 observer on the Board of Directors of the company who shall have the the right to attend the meetings of the Board of Directors and to receive all information provided to the members of the Board of Directors, but who shall not be entitled to vote about matters presented to the Board of Directors and who shall be subject to the same confidentiality obligations as a member of the board of Directors. If the Mixed Intercommunales and Electrabel nominate pursuant to Article 18.1 half of the Board of Directors, the members of the Board of Directors other than those directors nominated by Mixed Intercommunales and Electrabel jointly, shall appoint the 10 Class B directors that are appointed by the company in the Regulatory Board. The Regulatory Board shall act on all matters within its authority upon the vote of a majority of Class A members and a majority of Class B members, each voting separately as a class.
Article 27 : Minutes
Minutes shall be kept (for purposes of proof) of the meetings of the Board of Directors and any committee, stating the location and the date of the meeting, the persons attending and the items on the agenda and summarizing the deliberations and setting forth the resolutions passed by the Board of Directors. The minutes shall be signed by the chairman or the deputy chairman of the Board of Directors or the committee, as the case may be. A copy of the minutes shall be sent to each member of the Board of Directors or the committee, as the case may be. Transcripts and excerpts of the minutes can be signed by any 2 directors, acting jointly or by the Chairman and the secretary of the board of directors, acting jointly.
In case the Board of Directors or a committee meets by conference call (i.e. if a majority of the members of the Board of Directors or the committee participate to the relevant meeting), a written resolution will be circulated as soon as possible after the meeting (by fax, e-mail or similar means) to each director or member of the relevant committee, containing the decisions taken during this conference call. Article 28 : Remuneration
The general shareholders' meeting may decide on whether or not to remunerate the mandate of director by the granting of a fixed or variable remuneration.
The amount thereof shall be fixed by the general shareholders' meeting and shall be part of the general expenses of the company.
Article 29: Representation of the company
Without prejudice to the general representative powers of the Board of Directors as a whole, the company shall be validly represented in and outside court by 2 directors acting jointly.
The company will also be validly represented in and outside court for purposes of daily management:
either by the person delegated to this management, when only one person is so delegated; or
either by one or more persons delegated to this management, when more than one person is so delegated.The delegated persons act individually or jointly in execution of a decision of the Board of Directors.
The company shall be validly bound in law by special attorneys acting within the limits of the powers of attorney granted to them.
The control on the financial situation, on the financial statements and on the regularity of the transactions to be reported in the financial statements, is entrusted to one or more auditors of international repute.
The auditors are appointed and remunerated as provided in the Belgian Company Code.
Article 31 : Annual, special and extraordinary general shareholders' meeting
The annual general shareholders' meeting shall convene on the last Wednesday of April at 3.00 p.m. If this day is a public holiday, the meeting will convene on the next Business Day, except a Saturday.
A special or an extraordinary general shareholders' meeting may be convened at any time in order to deliberate on any matter within its authority.
Article 32 : Place of the meeting
The general shareholders' meetings shall be held at the registered office or at any other place indicated in the letter convening the meeting.
Article 33 : Convening - Powers - Duties
The Board of Directors and each statutory auditor of the company may, acting separately, convene each general shareholders' meeting.
They must convene the annual general shareholders' meeting on the date set forth in these Articles of Association.
The Board of Directors and the statutory auditors have to convene a special or an extraordinary general shareholders' meeting if one or more Shareholders which, separately or jointly, represent one/fifth of the share capital, request so.
The request shall be sent by registered letter to the registered office of the company. Such request must indicate the items on the agenda on which the general shareholders' meeting must deliberate and decide. Upon receipt of a request, the Board of Directors shall convene a general shareholders' meeting to be held within 3 weeks from the date of such receipt.
In the letter convening the general shareholders' meeting, other items may be added to the agenda to those included by the Shareholder(s).
Article 34 : Convening meetings
The convocations are done in accordance with the applicable legal provisions. The convocation must contain the information prescribed by the applicable legislation. Article 35 : Participation to the general shareholders' meeting
The right to participate to a general shareholders' meeting is determined in accordance with applicable legislation. In order to be admitted to and participate in a general shareholders' meeting, a shareholder must make the relevant registrations, filings and notices and comply with other formalities as required by applicable law or as shall be set out (subject to the legal provisions) in the notice convening the meeting."
Prior to the participation to the meeting itself, the shareholders or their attorneysin-fact must sign the attendance list, thereby mentioning
Subject to additional provisions in these articles of association, the holders of other securities issued by the company (including the holders of warrants and bonds issued by the company) which have the right to participate to the general shareholders' meeting, must mutatis mutandis comply with the same formalities.
In accordance with Article 537 of the Belgian Company Code, the holders of warrants and bonds issued by the company have the right to attend the general meeting, but only with an advisory vote.
Article 36 : Representation of Shareholders – distance voting
36.1 Each shareholder can be represented at the meeting by a proxyholder to whom a proxy has been granted in accordance with the applicable legal provisions. The proxies concerned must be in writing or in an electronic format and must bear the signature of grantor of the proxy (which may be an electronic signature as defined in Article 1322, paragraph 2 of the Civil Code or as otherwise permitted by applicable law). In accordance with applicable law, the dated and signed proxy must be sent by letter, fax, email or any other means mentioned in Article 2281 of the Civil Code to the company's registered office or to the place indicated in the notice. The proxy must reach the company at the latest on the sixth calendar day prior to the general meeting. The proxy holders must comply with applicable law in relation to proxies for general meetings.
This form contains at least the following information: (i) the identity of the Shareholder, (ii) the domicile or registered office of the Shareholder, (iii) the number of Shares or votes with which the Shareholder wishes to participate to the voting, (iv) the form of the Shares held by the shareholder, (v) the agenda of the shareholders' meeting, including the proposed resolutions, (vi) the term within which the company must receive the form for distance voting, and (vii) the positive or negative vote or the abstention relating to each proposed resolution. Forms which do not indicate a positive or negative vote, or the abstention, are void. The form must bear the shareholder's signature (which may be an electronic signature as defined in Article 1322, paragraph 2 of the Civil Code or as otherwise permitted by applicable law).
In accordance with applicable law, the dated and signed voting forms must by sent by letter, fax, email or any other means mentioned in Article 2281 of the Civil Code to the company's registered office or to the place indicated in the notice. The company must receive the voting form at the latest on the sixth calendar day prior to the general shareholders' meeting concerned. In accordance with applicable law, electronic votes are permitted until the day before the general shareholders' meeting concerned.
The board of directors may arrange for distance voting electronically via one or more websites. It shall determine the practical procedures for such electronic voting, ensuring that the system used allows for the inclusion of the information referred to in the second paragraph of this Article 36.3 and controls the compliance with the prescribed time limits.
Article 37 : Office
Each general shareholders' meeting shall be chaired by the chairman of the Board of Directors or, in his absence, by a director appointed by the Board of Directors.
The chairman shall appoint a secretary, who may or may not be a Shareholder. The meeting shall, by simple majority vote, elect one or more tellers.
The persons referred to in this Article constitute the office (bureau).
Article 38 : Postponement of the meeting
The Board of Directors has the right, during the general shareholders' meeting, to postpone the resolution on the approval of the annual accounts by five (5) weeks. This postponement shall not prejudice the decisions already adopted at such meeting, unless the general shareholders' meeting decides otherwise. The next general shareholders' meeting shall have the right to finally approve the financial statements.
The Board of Directors also has the right, during the general shareholders' meeting, to postpone any other general shareholders' meeting on one single occasion for a period of three weeks. This postponement shall not prejudice the decisions already adopted at such meeting, unless the general shareholders' meeting decides otherwise.
At the next meeting, the items on the agenda that have not been finally resolved upon at the previous general shareholders' meeting will be further discussed. Additional items may be added to the agenda of the next general shareholders' meeting.
Shareholders not present or represented at the previous (postponed) meeting shall be admitted to the next meeting, provided they have complied with the formalities set forth in these Articles of Association.
Article 39 : Decisions on matters not in the agenda - Amendments
The general shareholders' meeting may not validly deliberate or decide on items that were not included in the announced agenda or contained therein implicitly.
The Board of Directors have the right to propose amendments to all items on the announced agenda.
Items not included in the agenda may only be deliberated upon in a meeting at which all Shares are represented and when all Shareholders have agreed thereto. The required agreement is given if no objection is recorded in the minutes of the meeting.
In accordance with applicable law, the shareholders can have items added to the agenda of the general shareholders'' meeting and may submit proposed resolutions.
Article 40 : Voting Rights
Each Share entitles its holder to one vote.
If a Share is encumbered with a usufruct, the voting right accruing to that Share is exercised by the beneficiary of the usufruct.
Where Shares have been pledged, the voting rights accruing to these Shares are exercised by the owner-pledgor.
Article 41 : Decision-making in the general meeting
Except in the cases provided by law or in Article 42 below, the decisions are validly adopted by simple majority of the votes, regardless of the number of Shares represented.
Abstentions or blank votes and void votes are not taken into account for the calculation of the majority for items on the agenda that do not relate to an amendment of the Articles of Association.
In case of a tie of votes, the proposal is rejected.
Voting with respect to persons shall be by secret written ballot unless the general shareholders' meeting decides otherwise, whether explicitly or implicitly. Such a decision shall be implied if no objection (to such non-secret ballot) is recorded in the minutes of the meeting. Voting on all other matters shall be done orally or by hand unless the office or the meeting has previously resolved to use a secret written ballot on such matter or matters.
Article 42 : Special majorities in the general shareholders' meeting
Telenet Group Holding shall not sell or authorize the sale of the shares of Telenet Vlaanderen, nor authorize the issuance of shares of Telenet Vlaanderen to any party other than Telenet Group Holding or a subsidiary of Telenet Group Holding without the approval of Interkabel, as long as
(a) Interkabel has at least one Share of the company and
(b) Telenet Vlaanderen has usage rights to the Cable Network (as defined in the Interkabel Contribution Deed) of the Pure Intercommunales and Interkabel; provided, however, that nothing in this Article 42 shall prevent the granting of any pledge on any such interest for purposes of any financing of the business of the Companies without prejudice to the prohibition to grant a pledge on the shares of Telenet Vlaanderen.
Article 43 : Minutes
Minutes shall be kept of the general shareholders' meetings, and the attendance list and the reports, proxies, or votes taken in writing, if any, shall be attached thereto in annex.
The minutes of the general shareholders' meetings shall be signed by the members of the office (bureau) of the meeting and by those Shareholders which request so. The minutes are subsequently kept in a special register.
Transcripts and excerpts are signed by two directors, acting jointly. Transcripts and excerpts of the minutes can be signed by any 2 directors, acting jointly or by the Chairman and the secretary of the board of directors, acting jointly.
Article 44 : Note Holders
The holders of notes may be present at the general shareholders' meeting in accordance with Article 537 of the Belgian Company Code under identical conditions as those valid for participation to the meeting of note holders.
Article 45 : Transparency Obligations
Each physical or legal person acquiring or transferring voting financial instruments of the company, whether or not representing the share capital, must notify the company and the Banking, Finance and Insurance Commission, in accordance with the Belgian Act of 2 May 2007 concerning the disclosure of significant participations in emitting companies who are allowed to transfer their shares on al listed market, of the number of securities owned by him, as soon as the voting rights attached to these securities reach three percent (3%) or more of the total number of voting rights, at the moment when the circumstances arise that require a notification.
Such notification is also obligatory each time, as a result of an acquisition, a threshold of five percent (5%) and a multiple of five percent (5%) is reached, and when the number of voting rights drops below the aforementioned thresholds (including the 3% threshold) as a result of a transfer.
The notification must be done within the term and in the manner as provided by applicable law.
In accordance with Article 6 of the aforementioned Act of 2 May 2007, the provisions of this Act are entirely applicable to thresholds of 3%, 5% and multiples of 5%. The Article 18 of the aforementioned Act is applicable to a threshold of 3%.
Article 46 : Fiscal year - Financial statements
The fiscal year of the company starts on January 1 and ends on December 31 of each year.
At the end of each fiscal year the books and records shall be closed and the Board of Directors shall produce an inventory, as well as the financial statements, in accordance with applicable legal provisions.
As the case may be and as far as applicable, the board gives the documents together with the annual report to the statutory auditors, who are required by law to draft the said report, at least within the timeframe prescribed by law.
The positive balance on the profit and loss account represents the profit to be allocated for the fiscal year.
At least 5 percent of this profit shall be used to form the legal reserve until that reserve amounts to 1/10th of the share capital.
The general shareholders' meeting decides on the allocation of the account balance by simple majority vote upon the proposal of the Board of Directors.
In accordance with Article 615 of the Belgian Company Code, the general shareholders' meeting may decide to allocate this account balance, in whole or in part, to the repayment of the capital by way of repayment a pari of shares assigned per lot.
Article 48 : Payment of dividends - Payment of interim dividends
The Board of Directors shall determine the time and manner in which dividends will be distributed. The distribution of dividends must take place prior to the end of the fiscal year in which the amount of the dividend has been determined.
The Board of Directors is granted the power to distribute an interim dividend on the result of the current fiscal year.
Article 49 : Dissolution
The voluntary dissolution of the company can only be decided by an extraordinary general shareholders meeting in accordance with applicable legal provisions.
The company shall by operation of law continue to exist as a legal entity after its dissolution for the purpose of its liquidation, until such liquidation is closed.
Article 50 : Appointment of liquidators
If no liquidators are appointed, then the directors serving at the time of the dissolution shall by operation of law become the liquidators.
The general meeting of the dissolved company can at all times in accordance with applicable legal provisions appoint and discharge one or more liquidators. It shall decide whether the liquidators, if more than one, can represent the company solely, jointly or collectively.
Article 51 : Powers of the liquidators
The liquidators are authorized to execute all transactions referred to under Articles 186, 187 and 188 of the Belgian Company Code, unless the general meeting decides otherwise in accordance with applicable legal provisions.
After the payment of all debts, charges and expenses of the liquidation or after the consignment of the sums necessary for that purpose, the liquidators shall distribute the net assets, in cash or in securities, among the Shareholders in proportion to the number of Shares they own.
Article 53: Conversion of Liquidation Dispreference Shares into Common Shares. Any holder of Liquidation Dispreference Shares shall have the right at any time to request the conversion of such Liquidation Dispreference Shares into Common Shares in accordance to a ratio of one point zero four (1.04) Liquidation Dispreference Shares for one (1) common Share whereby the conversion will have to be requested per package consisting of 26 Liquidation Dispreference Shares. If there are less than 26 Liquidation Dispreference Shares outstanding per holder of such shares, such remaining Liquidation Dispreference Shares shall automatically become common Shares in accordance with a ratio of one (1) for one (1), following notification as provided for below.
Such holder shall notify the Company of his request to convert, indicating the number of shares to be converted, and the Company shall organize such conversion within maximum two weeks after receipt of such notification through the passing of a notarial deed at the request of the Board of Directors or two directors acting jointly. For the avoidance of doubt, a conversion of the Liquidation Dispreference Shares into common Shares shall not be considered as a Transfer of Shares.
Article 54 : Election of domicile
Directors and liquidators who are not domiciled in Belgium are, for the entire duration of their mandate, deemed, for purposes of service of any summons or notification concerning the business of the company and their responsibility for its management (but only for such purposes), to elect domicile at the registered office of the company, where any such summons or notification may be served on them.
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Free and unofficial translation of the Articles of Association originally drawn up in Dutch
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|---|---|
| History of the share capital of the Company |
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| ========================================================== | |
| 1. | At the incorporation of the company, the share capital was fixed at € 62,000, represented by 620 shares which all were immediately fully paid up in cash. |
| 2. | By means of a resolution of the extraordinary general shareholders' meeting held on August 9, 2002 |
| (a) the existing 620 shares were first split into 1,240 shares, |
|
| (b) the share capital was subsequently increased with an amount of |
|
| €1,419,042,900, increasing the share capital from €62,000 to | |
| €1,419,104,900 with issuance of 28,380,858 new shares, that were | |
| issued at a value of €50 per share, being the fraction value of the | |
| existing shares, and that were allocated as fully paid up shares to | |
| the various contributors in consideration for the contribution in |
283,821 new shares, numbered 28,558,599 through 28,842,419 (including).
with simultaneously an increase of the Share Capital of €292,875.00, increasing the share capital to €1,647,657,509.04, by conversion of this amount, taken from the special account "Profit Certificates" into the account "Share Capital".
* 232,692 Class B Profit Certificates into 232,692 Shares with simultaneously an increase of the Share Capital of €1,939,100.00, increasing the share capital to €1,651,727,709.04, by conversion of this amount, taken from the special account "Profit Certificates" into the account "Capital";
Share Capital of €852,150.00, by conversion of this amount, taken from the special account "Profit Certificates" into the account "Capital", increasing the Share Capital to €1,664,482,294.91;
simultaneously an increase of the Share Capital of €101,803.20 increasing the share capital to €1,088,453,833.90, by conversion of this amount, taken from the special account "Profit Certificates" into the account "Capital".
increasing the share capital to €1,089,598,548.40, by conversion of these amounts, taken from the special account "Profit Certificates" into the account "Capital".
with simultaneously an increase of the Share Capital of €34,239.20, increasing the share capital to €1,089,632,787.60, by conversion of this amount, taken from the special account "Profit Certificates" into the account "Capital".
€1,029,754.10 by conversion of this amount, taken from the special account "Profit Certificates" into the account "Capital"; and
thereby in total increasing the share capital to €1,097,208,430.31.
with issuance of 49,311 new shares, all paid up in full.
"Warrants ESOP 2007 bis", with issuance of 54,804 new shares, all paid up in full.
with issuance of 158,145 new shares, all paid up in full.
"Warrants 2007", being: a) 123,899 Warrants ESOP 2007 bis, at the price of €12.75 per exercised warrant;
with issuance of 218,868 new shares, all paid up in full.
with issuance of 129,398 new shares, all paid up in full.
with issuance of 298,629 new shares, all paid up in full,
* the share capital was increased with €499,978.87, increasing the share capital to €799,967,559.08, following the exercise of 70,498 "Warrants 2010" at the price of €24.02 per exercised warrant, with issuance of 70,498 new shares, all paid up in full,
with issuance of 261,366 new ordinary shares, all paid up in full.
c) 40,501 Warrants ESOP 2007 quater, at the price of €10.98 per exercised warrant,
d) 1,000 Warrants ESOP 2007 sexies, at the price of €14.83 per exercised warrant,
with issuance of 80,447 new ordinary shares, all paid up in full.
* 500 Warrants ESOP 2010 bis at the price of € 26,35 each entitling to 531.297 new ordinary "TELENET GROUP HOLDING" shares, that were immediately all entirely paid-up in cash
reimbursement to the existing shareholders of €.3,25 per share they own, and which amount will be computed on the really paid-in capital.
* 18.272 Warrants ESOP 2010 ter at the price of € 23,86 each entitling to 421.533 new ordinary "TELENET GROUP HOLDING" shares, that were immediately all entirely paid-up in cash
entitling to 41.900 new ordinary "TELENET GROUP HOLDING" shares, that were immediately all entirely paid-up in cash.
entitling to 402.018 new ordinary "TELENET GROUP HOLDING" shares, that were immediately all entirely paid-up in cash.
* 9.138 Warrants ESOP 2010 ter at the price of € 19,37 each entitling to 1.021.828 new ordinary "TELENET GROUP HOLDING" shares, that were immediately all entirely paid-up in cash.
* 3.825 Warrants ESOP 2010 ter at the price of € 19,37 each entitling to 106.897 new ordinary "TELENET GROUP HOLDING" shares, that were immediately all entirely paid-up in cash.
entitling to 689.787 new ordinary "TELENET GROUP HOLDING" shares, that were immediately all entirely paid-up in cash.
Antwerpen, December 20, 2013.
Free and unofficial translation of the Articles of Association originally drawn up in Dutch
Johan KIEBOOMS Associated Notary Public
========================================================== History of the amendments of the articles of association of the Company
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