Pre-Annual General Meeting Information • Sep 19, 2016
Pre-Annual General Meeting Information
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The statutory manager has the pleasure to invite all shareholders of TINC Comm.V. (the "Company") to attend the Annual General Meeting to be held on Wednesday 19 October at 10h in RE:flex Berchem, Greenhouse Antwerp, Uitbreidingstraat 66, 2600 Berchem.
The shareholders and/or representatives can register on the date of the general meeting as from 9.30h.
This annual general meeting is convened to discuss and resolve on the following agenda:
1. Presentation and discussion of the statutory and consolidated annual report of the statutory manager on the extended financial year closed on 30 June 2016
This agenda item requires no resolution by the general shareholders meeting since it concerns a presentation.
2. Presentation and discussion of the reports of the statutory auditor regarding the statutory and the consolidated annual accounts on the extended financial year ended on 30 June 2016.
This agenda item requires no resolution by the general shareholders meeting since it concerns a presentation.
3. Approval of the statutory annual accounts of the financial year ended on 30 June 2016 and appropriation of profit
The general meeting of shareholders approves the statutory annual accounts of the financial year from 1 January 2015 till 30 June 2016, including the proposed appropriation of profit, the distribution of a gross dividend of 0,4675 euro per share, including the interim dividend of 0,12 euro of 30 September 2015
4. Presentation and approval of the remuneration report
The general meeting of shareholders approves the remuneration report as incorporated in the annual report of the statutory manager on the financial year ended on 30 June 2016.
This agenda item requires no resolution by the general shareholders meeting since it concerns a presentation.
The general meeting of shareholders discharges the statutory manager of the Company for the performance of its mandate during the extended financial year ended on 30 June 2016.
The general meeting of shareholders discharges the statutory auditor of the Company, Ernst & Young Bedrijfsrevisoren BCVBA, represented by mr. Ömer Turna for the performance of his duties during the extended financial year ended on 30 June 2016.
The general meeting of shareholders takes notice of and approves the remuneration of the statutory manager determined in accordance with the articles of association and amounting to € 375.870 for the past extended financial year.
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 general shareholders meeting need to comply with two requirements in order to be admitted :
1) Registration
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 general meeting of shareholders on Wednesday 5 October 2016 at 24.00h CET ("registration date") on the basis of
Please note that persons who are a shareholder on the registration date, are entitled to attend and vote at the general meeting of shareholders.
2) Notification of attendance
In addition the shareholders need to notify the Company of their intention to attend the 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, with respect to a particular general meeting, 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 Thursday 13 October 2016, 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.
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 Thursday 13 october 2016. 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 meeting by voting form shall also comply with the admission requirements outlined above.
One or more shareholders holding jointly at least 3% of the share capital, have the right to add items to the agenda of the general shareholders meeting and to introduce proposals for resolution. The requests thereto shall at the latest on Tuesday 27 September 2016 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 4 October 2016 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 its annual report and the items on the agenda and to the statutory auditor regarding his report. In addition the shareholders have the right to ask questions during the general shareholders meeting.
Written enquiries need to be received by the Company at the latest on Thursday 13 October 2016 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 19 September 2016:
The shareholders are entitled to, prior to the 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 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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