Pre-Annual General Meeting Information • Aug 14, 2019
Pre-Annual General Meeting Information
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The statutory manager has the pleasure to invite all shareholders of TINC Comm.VA. (the "Company") to attend the Extraordinary General Meeting to be held on Friday 13 September 2019 at 10.00h in the Company's registered office, Karel Oomsstraat 37, 2018 Antwerp.
It is TINC's experience that a first called Extraordinary General Meeting of Shareholders does not attain the required attendance quorum (the shareholders present or represented must together hold at least half of the Company's share capital at this meeting). Therefore this Extraordinary General Meeting will most likely not be able to make valid decisions.
In case the required attendance quorum is not attained at the Extraordinary General Meeting or in the absence of the statutory manager, a new Extraordinary General Meeting will be convened with the same agenda and proposed resolutions which will be held on Wednesday 16 October 2019 at 10.00h. This second extraordinary shareholders meeting will be able to validly deliberate and resolve irrespective of the share capital represented by the present shareholders.
This Extraordinary General Meeting is convened to discuss and resolve on the following agenda:
1. Shareholder distribution of a (gross) amount of € 0,50 per share – Qualification partially as a capital reduction – Authorization to the statutory manager to implement the distribution – Amendment of article 5 of the articles of association
The general shareholders' meeting resolves to approve a distribution to the shareholders of a (gross) amount of € 0,50 per share or a total of € 13.636.364 (the "Distribution") as follows:
shall be borne in the same way by each of the existing shares of the company. In view of the above decision, the Capital Reduction is fully charged to the fiscally paid-up capital in accordance with article 18 paragraph 7 of the Income Tax Code. Following the Capital Reduction, each share will represent an equal fraction of the Company's share capital.
Proposed resolution (only to be submitted to the general shareholders' meeting in case the proposed resolution mentioned under item 1 of this agenda is not approved):
The general meeting resolves to approve an intermediate dividend amounting to a (gross) amount of € 0,50 per share (or in total € 13.636.364), to be charged to the distributable reserve or retained earnings. The general shareholders' meeting resolves to expressly authorize the statutory manager (with the right of substitution and sub-delegation) to implement and execute the dividend distribution and to determine the payment date of the dividend distribution.
In accordance with article 536, §2 Code of Companies and article 23 of the articles of association of the Company the shareholders who wish to participate in person to the extraordinary general shareholders meeting need to comply with two requirements in order to be admitted:
The Company must be able to determine that you are the holder of the number of shares for which you want to participate and vote on the extraordinary meeting of shareholders on Friday 30 August 2019 at 24.00h CET ("registration date") on the basis of
Please note that only persons who are a shareholder on the registration date, are entitled to attend and vote at the Extraordinary General Meeting of shareholders.
In addition the shareholders need to notify the Company of their intention to attend the annual and extraordinary general shareholders meeting:
Shareholders can also be represented by a proxy holder of their choice, who may or may not be a shareholder of the Company, on the basis of a written proxy. Shareholders shall only appoint one representative, unless Belgian legislation allows otherwise. A proxy holder may hold a power of attorney of more than one shareholder.
For the appointment of a proxy holder, shareholders shall use a template proxy form which is available on the website of the Company (www.tincinvest.com/generalmeeting). The proxy form must be signed by the shareholder (or, in case of a legal entity, by its legal representative(s)), where appropriate electronically in accordance with Belgian legislation, and shall, at the latest on Saturday 7 September 2019, be delivered at the registered office of the Company (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations) or sent by fax (+32 3 290 21 05) or email ([email protected]). Shareholders who want to be represented, shall comply with the admission requirements outlined above (see section a) ).
In accordance with article 25 of the articles of association of the Company, any shareholder is authorised to participate by mail to the voting on the agenda items by means of a voting form, provided by the Company. The voting form is available at the registered office and on the website (www.tincinvest.com/generalmeeting) of the Company. The shareholder shall see to it that the signed voting form is received by the Company at the latest on Saturday 7 September 2019. Voting forms shall be sent to the Company by registered mail (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations). Shareholders who wish to participate to the general and extraordinary meeting by voting form shall also comply with the admission requirements outlined above (see section a) ).
One or more shareholders holding jointly at least 3% of the share capital, have the right to add items to the agenda of the extraordinary general shareholders meeting and to introduce proposals for resolution. The requests thereto shall at the latest on Thursday 22 August 2019 be received by the Company by mail at its registered office (Karel Oomsstraat 37, 2018 Antwerp, Belgium, to the attention of Investor Relations) or by email ([email protected]). Upon receipt of the new items on the agenda and proposals for resolution, the Company will, at the latest on 29 August 2019 publish the revised agenda and additional proposals for resolution and make an adapted proxy and voting form available on its website (www.tincinvest.com/generalmeeting).
Shareholders who file a request shall prove to hold the required number of shares. More detailed information on the right to amend the agenda and introduce proposals for resolution can be found on the website: www.tincinvest.com/generalmeeting.
Shareholders who meet with the admission requirements, have the right to make enquiries in writing to the statutory manager of the Company regarding the items on the agenda. In addition, the shareholders have the right to ask questions during the extraordinary general shareholders meeting.
Written enquiries need to be received by the Company at the latest on Saturday 7 September 2019 by mail at the registered office (Karel Oomsstraat 37, 2018 Antwerpen, Belgium, to the attention of Investor Relations) or by email ([email protected]).
More detailed information on the right to written enquiries can be found on the website: www.tincinvest.com/generalmeeting.
The Company makes the following information available on its website (www.tincinvest.com/generalmeeting) as from 14 August 2019:
The shareholders are entitled to, prior to the extraordinary general shareholders meeting, take notice and obtain, for free, a copy of these documents at the registered office of the Company.
Shareholders who wish to obtain more information on the extraordinary general shareholders meeting can find this on the website: www.tincinvest.com/generalmeeting or can contact Investor Relations (Karel Oomsstraat 37, 2018 Antwerp, tel +32 3 290 21 73, [email protected]).
On behalf of the board of directors of TINC Manager NV, statutory manager of TINC Comm.VA
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