AGM Information • May 31, 2023
AGM Information
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Limited liability company ("société anonyme")
Avenue Reine Astrid 92 A
1310 La Hulpe
VAT: BE. 0886.277.617
RLE Brabant Wallon
(the Company)
__________________________________________________________
Minutes of the annual general meeting held on 16 May 2023 (the AGM) __________________________________________________________
On May 16, 2023, the AGM of the Company was held at Buzzy Nest, Avenue Reine Astrid 92A, 1310 La Hulpe, Brussels.
The AGM opens at 07:00 P.M. (CET) under the chairmanship of the chairman of the board of directors of the Company, in accordance with article 40 of the Company's articles of association, AS Partners SRL, permanently represented by Mr. Stefan Yee (hereafter the Chairman).
The Chairman welcomes all shareholders to this AGM of the Company.
The Chairman states that the board of directors of the Company (the Board of Directors) has decided to hold the AGM physically in the presence of the holders of securities of the Company, their proxy holders or others who have the right to attend this AGM. In this respect, the shareholders of the Company have been requested to cast their votes either by (i) proxy in accordance with article 7:142 of the Belgian Code on Companies and Associations or (ii) by participating and exercising their voting rights at the AGM. The Chairman refers to the convening notice and the proxy form as made publicly available on the Company's website on April 14, 2023.
As an introduction, the Chairman shares the main milestones of 2022.
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In accordance with article 40 of the Company's articles of association, the Chairman appoints Mathias Baert as secretary of the AGM (the Secretary). The Chairman also invites the CEO of the Company, Mr Hans Leybaert to be part of the bureau. The Secretary will also be responsible for counting the votes cast by the shareholders at the occasion of this AGM.
The Chairman, the CEO and the Secretary together constitute the bureau of the AGM.
The convening notice with respect to the present AGM was published in accordance with article 7:128 of the Belgian Code on Companies and Associations by means of:
Copies of the publications are submitted to the bureau and initialled by the members of the bureau. These will be kept in the files of the Company together with the minutes of this AGM.
The holders of registered shares and the statutory auditor were convened by e-mail on April 14, 2023 and the holders of subscription rights by means of an e-mail dated 14 April 2023. The directors waived all notice periods and notice requirements in respect of the AGM, as well as the right to receive the above-mentioned reports and documents, in accordance with articles 7:128 and 7:132 of the Belgian Code on Companies and Associations and the articles referring thereto.
Proof of these convening notices is being submitted to the bureau and initialled by the bureau. The proof will be kept in the Company's files together with the minutes of this AGM.
In addition, as from April 14, 2023, the following documentation has been made available to the public and the holders of securities issued by the Company on the Company's website (www.unifiedpost.com):
The registration date of the AGM was 2 May 2023, at 05:40 P.M. (CET). In accordance with article 7:134 of the Belgian Code on Companies and Associations and article 33 of the Company's articles of association, only persons owning securities issued by the Company on the aforementioned registration date were entitled to participate and, as the case may be, vote at the present AGM. In a register designated by the Board of Directors, (i) the name and address or registered office of each security holder who has notified the Company of its intention to participate in the AGM, (ii) the number of securities such security holder possessed on the registration date, as well as (iii) a description of the documents which indicate that such security holder owned the securities on the registration date, were registered.
In addition, an attendance list has been prepared indicating (i) the identity of the security holders who participate in the AGM, (ii) the domicile or registered office of such security holders, (iii) if applicable, the identity of the proxyholders of such security holders, and (iv) the number of shares with which such security holders are participating in the voting.
The attendance list and the register are submitted to the bureau, and are subsequently closed, initialled and signed by the members of the bureau. The attendance list and the register will be kept in the files of the Company together with the minutes of this AGM.
All holders of securities issued by the Company who are represented at the AGM, included in the aforementioned lists, have complied with the formalities in order to participate in the present AGM in accordance with the Company's articles of association and the Belgian Code on Companies and Associations and as set out in the convening notice.
The certificates which have been filed with respect to dematerialized shares, the letters or emails submitted with respect to registered shares (as the case may be), and the proxies that have been submitted by the shareholders, will be kept in the files of the Company together with the minutes of this AGM.
The Company's share capital amounts to EUR 326.805.355,82 and is represented by 35.824.154 shares, without nominal value, each representing the same fraction of the Company's share capital. Based on the aforementioned attendance list and the verification of the admission to the AGM, it appears that 19.518.498 shares in total or 54,48% of the outstanding and existing shares, are present or represented at the AGM.
The Company did not receive a request from one or more shareholder(s), who together possess at least 3% of the Company's share capital, to add new items to the agenda or to submit proposed resolutions in relation to existing agenda items or new items to be added to the agenda.
According to the Belgian Code on Companies and Associations, there is no quorum requirement for the deliberation and voting on the respective items referred to in the aforementioned agenda of the AGM.
Each of the proposed resolutions under the respective items included in the aforementioned agenda shall be passed if it is approved by a simple majority of the votes validly cast. Each share is entitled to one (1) vote.
The Chairman recalls that the present AGM has the following agenda items:
1. Communication of the Board of Directors' annual report and the statutory auditor's report on the statutory financial statements for the financial year closed on 31 December 2022.
Comment of the Board of Directors: pursuant to articles 3:5 and 3:6 of the Belgian Code on Companies and Associations, the Board of Directors has drafted an annual report in which it accounts for its management. Furthermore, the statutory auditor has drafted a detailed report in accordance with articles 3:74 and 3:75 of the Belgian Code on Companies and Associations. Both reports are available for consultation on the website https://www.unifiedpost.com/en/investor-relations/shareholder-information/general-meeting-2023 as from the date of the convening notice. These reports do not need to be approved by the shareholders.
2. Approval of the remuneration report as included in the annual report of the Board of Directors on the statutory financial statements closed on 31 December 2022.
Proposed resolution: approval of the remuneration report for the financial year closed on 31 December 2022.
3. Approval of the statutory financial statements closed on 31 December 2022 including the proposed allocation of the result.
Proposed resolution: approval of the statutory financial statements closed on 31 December 2022 showing a loss in the amount of EUR 11.941.129 and of the proposed allocation of the result of EUR 55.817.518 as losses carried forward.
Comment of the Board of Directors: pursuant to article 3:32 of the Belgian Code on Companies and Associations, the Board of Directors has drafted a report on the 2022 consolidated financial statements. Furthermore, the statutory auditor has drafted a detailed report pursuant to article 3:80 of the Belgian Code on Companies and Associations. Both reports are available for consultation on the website https://www.unifiedpost.com/en/investor-relations/shareholderinformation/general-meeting-2023 as from the date of the convening notice. These reports do not need to be approved by the shareholders.
Proposed resolution: approval to grant discharge to all members of the Board of Directors for the execution of their mandate for the financial year closed on 31 December 2022.
Proposed resolution: approval to grant discharge to BDO Réviseurs D'Entreprises SRL (CBE0431.088.289), represented by Mrs. Ellen Lombaerts, for the execution of its mandate as statutory auditor of the Company during the financial year closed on 31 December 2022.
Proposed resolution: granting of a power of attorney to Mr. Mathias Baert and Mrs. Hilde Debontridder, choosing as address Avenue Reine Astrid 92A, 1310 La Hulpe, Belgium, as extraordinary proxy holders, with the right to act individually and with powers of sub-delegation, to whom they grant the power, to represent the Company regarding the fulfilment of the filing and disclosure obligations as set out in the Belgian Code on companies an associations and all other applicable legislation. This power of attorney entails that the aforementioned extraordinary proxy holders may take all necessary and useful actions and sign all documents relating to these filing and disclosure obligations, including but not limited to file the aforementioned decisions with the competent registry of the commercial court, with a view to publication thereof in the Annexes to the Belgian Official Gazette.
The aforementioned statements by the Chairman are verified and approved by the AGM. Subsequently, the AGM declares and confirms that it has been validly convened and is validly constituted, and that it is authorized to deliberate and vote on the items on the agenda of the AGM.
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Upon proposal by the bureau, the AGM starts with the deliberation on the items on the agenda.
The Secretary of the AGM submits to the AGM the following documentation that has been mentioned in the items on the agenda of the AGM:
the annual report of the Board of Directors on the statutory financial statements for the financial year ended on 31 December 2022;
the statutory auditor's report on the statutory financial statements for the financial year ended on 31 December 2022;
The Secretary states that these documents have been made available to the directors, the statutory auditor and the holders of securities issued by the Company in accordance with the Company's articles of association and the Belgian Code on Companies and Associations. The documents concerned will be kept in the files of the Company together with the minutes of this AGM. The AGM releases the Secretary from reading the documentation that has been submitted.
In accordance with article 6,§3 of the Belgian Royal Decree dated 9 April 2020, shareholders who complied with the above conditions for admission, had the right to submit questions in writing by email with respect to the agenda items to the directors and/or the statutory auditor prior to this AGM no later than 10 May 2023, as set forth in the convening notice with respect to this present AGM.
No questions from shareholders were received.
Subsequently, upon proposal of the Secretary, the AGM proceeds with the deliberation and voting with respect to the respective items on the agenda.
Agenda items 1, 3 and 4 are presented jointly as follows:
The presentation of the AGM will be integrally attached to these minutes.
1. Communication of the Board of Directors' annual report and the statutory auditor's report on the statutory financial statements for the financial year closed on 31 December 2022.
This agenda item requires no further resolution.
After a summary presentation and deliberation, the approval with respect to this agenda item is passed with a majority of 88,4167% as follows:
| ▪ | votes approving: | |
|---|---|---|
| ▪ | votes disapproving: | 2.260.785 |
▪ abstentions: 100
Resolution: the remuneration report for the financial year closed on 31 December 2022 is approved by the AGM.
Submission of the statutory financial statements closed on 31 December 2022.
After deliberation, the approval with respect to this agenda item is passed with a majority of 99,9995% as follows:
Resolution: approval of the statutory financial statements closed on 31 December 2022 showing a loss in the amount of EUR 11.941.129 and of the proposed allocation of the result of EUR 55.817.518 as losses carried forward.
4. Communication of the consolidated financial statements of the Company for the financial year closed on 31 December 2022 as well as the annual report of the Board of Directors and the statutory auditor's report on those consolidated financial statements.
This agenda item requires no further resolution.
Upon proposal of the Chairman, the AGM decides to vote collectively for all of the directors concerned with respect to this agenda item.
After deliberation, the approval with respect to this agenda item is passed with a majority of 99,9995% as follows:
Resolution: The AGM grants discharge to each member of the Board of Directors for the execution of their mandate for the financial year closed on 31 December 2022.
After deliberation, the approval with respect to this agenda item is passed with a majority of 99,9995% as follows:
Resolution: The AGM grants discharge to BDO Réviseurs D'Entreprises SCRL, represented by Mrs. Ellen Lombaerts, for the execution of its mandate as statutory auditor of the Company during the financial year closed on 31 December 2022.
After deliberation, the approval with respect to this agenda item is passed with a majority of 99,9995% as follows:
Resolution: The AGM resolves to grant a power of attorney to Mr. Mathias Baert and Mrs. Hilde Debontridder, choosing as address Avenue Reine Astrid 92A, 1310 La Hulpe, Belgium, as extraordinary proxy holders, with the right to act individually and with powers of subdelegation, to whom they grant the power, to represent the Company regarding the fulfilment of the filing and disclosure obligations as set out in the Belgian Code on companies an associations and all other applicable legislation. This power of attorney entails that the aforementioned extraordinary proxy holders may take all necessary and useful actions and sign all documents relating to these filing and disclosure obligations, including but not limited to file the aforementioned decisions with the competent registry of the commercial court, with a view to publication thereof in the Annexes to the Belgian Official Gazette.
The AGM is closed at 08:10 P.M. (CET).
These minutes are signed in three (3) original copies by the members of the bureau in accordance with article 43 of the Company's articles of association, and will be kept in the files of the Company.
| Signed By: Stefan Yee stefan.yee@pegroup.be {{Signer1}} 17/05/2023 18:24:43 CEST Id: 4460b25d-e45a-4f2b-82df-91cde0ca76ef Auth: Scribble |
{{Signer2}} 22/05/2023 10:14:10 CEST Auth: Scribble |
|---|---|
| ______ AS Partners SRL, tners SRL, |
Mathias Baert |
| permanently represented by nentlyrepresented by |
|
| Stefan Yee |
| Signed By: Stefan Yee stefan.yee@pegroup.be | Signed By: Mathias Baert mathias.baert@unifiedpost.com |
|---|---|
| {{Signer1}} | {{Signer2}} |
| 17/05/2023 18:24:43 CEST | 22/05/2023 10:14:10 CEST |
| Id: 4460b25d-e45a-4f2b-82df-91cde0ca76ef | Id: 4460b25d-e45a-4f2b-82df-91cde0ca76ef |
| Auth: Scribble | Auth: Scribble |
| ________ | _________ |
| ______ | ___ |
| AS Partners SRL, tners SRL, |
Mathias Baert |
| permanently represented by nentlyrepresented by |
| ____ _______ |
|---|
Sofias BV, Permanently represented by Hans Leybaert ofias ermanentlyrepresented Auth: Scribble
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