AGM Information • Mar 24, 2017
AGM Information
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The Board of Directors of the NV that has made a public offering "VAN DE VELDE" with registered office at Lageweg, 4, 9260 Schellebelle, with company registration number 0448.746.744, Dendermonde register of legal entities, invites its shareholders on Wednesday 26th of April 2017 at 5pm, at the registered office to participate in the Ordinary and Extraordinary Shareholders' Meeting.
1. Examination of the special report of the Board of Directors, drawn up by virtue of Article 604 of the Belgian Companies Code, clarifying the special circumstances in which the authorised capital can be used along with the reasons for doing so.
2. Renewal of the authorisation to the Board of Directors to use the authorised capital and corresponding amendment of the articles of association, specifically point 1 "Authorised Capital" under "TRANSITIONAL STIPULATIONS".
Pursuant to articles 603 and 604 of the Belgian Companies Code, the Extraordinary Shareholders' Meeting authorises the Board of Directors, for a term of five years as from the publication in the Annexes to Belgisch Staatsblad / Moniteur belge of the decision of 26 April 2017, to increase the capital of the company one or more times within the framework of the authorised capital by an overall amount not exceeding one million nine hundred and thirty-six thousand one hundred and seventy-three euros and seventy-three cents (EUR 1,936,173.73).
The Meeting accordingly decides to replace the existing text in point 1 "Authorised Capital", first paragraph, first sentence under "TRANSITIONAL STIPULATIONS" in the articles of association as follows:
"The Board of Directors may increase the authorised capital one or more times by an overall amount not exceeding one million nine hundred and thirty-six thousand one hundred and seventy-three euros and seventy-three cents (EUR 1,936,173.73) for a period of five years commencing on the date of publication in Belgisch Staatsblad / Moniteur belge of the decision of the Extraordinary Shareholders' Meeting of 26 April 2017."
The Extraordinary Shareholders' Meeting decides that the existing authorisation remains in force until the publication of the new authorisation in the Annexes to Belgisch Staatsblad / Moniteur belge, but in any case not after 20 May 2017.
3. Renewal of the authorisation to the Board of Directors to use the authorised capital after a public takeover bid and corresponding amendment of the articles of association, specifically point 1 "Authorised Capital" under "TRANSITIONAL STIPULATIONS".
Pursuant to article 607 of the Belgian Companies Code, the Extraordinary Shareholders' Meeting explicitly authorises the Board of Directors, for a term of three years commencing on 26 April 2017, to use the authorised capital from the date of the notification to the Company by Belgium's Banking, Finance and Insurance Commission of a public takeover bid on the shares of the Company.
The Meeting accordingly decides to replace the existing text in point 1 "Authorised Capital", fifth paragraph under "TRANSITIONAL STIPULATIONS", in the articles of association as follows:
"The Shareholders' Meeting expressly authorises the Board of Directors to increase the subscribed capital one or more times, commencing on the date of notification to the Company by Belgium's Banking, Finance and Insurance Commission of a public takeover bid on the shares of the Company, through contributions in cash with abolition or limitation of the pre-emptive right of the existing Shareholders or through contributions in kind, in accordance with Article 607 of the Belgian Companies Code. This authority is granted for a period of three years from 26 April 2017 and may be renewed."
4. Renewal of the authorisation to the Board of Directors to acquire the company's own shares and accordingly amendment of point 2. 'Acquisition of the company's own shares' under TRANSITIONAL STIPULATIONS as well as the deletion of Article 12, second paragraph, of the articles of association.
The Extraordinary Shareholders' Meeting decides to renew the authorisation given to the Board of Directors to acquire, within a term of 5 years commencing on 26 April 2017 and within the limits set down in law, the maximum number of shares legally permitted at a price equal to the price at which the shares are listed on a regulated market at the time of that acquisition. The Board of Directors is expressly authorised to dispose of all shares of the company listed on a regulated market without prior permission of the Shareholders' Meeting. The Board of Directors is authorised to dispose of all own shares of the company at a price that the Board of Directors sets.
The Extraordinary Shareholders' Meeting also decides to renew the authorisation given to the Board of Directors to acquire and dispose of shares of the Company in accordance with the stipulations of the Belgian Companies Code, if this acquisition or disposal is necessary to avoid an imminent severe disadvantage for the Company. The authorisation to acquire shares in the event of an imminent severe disadvantage is granted for a period of 3 years, commencing on the day on which the authorisation dated 26 April 2017 is published in the Appendices of Belgisch Staatsblad / Moniteur belge. The authorisation to dispose of shares in the event of imminent severe disadvantage is however not limited in time.
The Extraordinary Shareholders' Meeting decides that the aforementioned authorisations also apply to the acquisition and disposal of securities of the Company by its direct subsidiaries within the meaning of Article 627 of the Belgian Companies Code and in accordance with the stipulations stated therein.
The Extraordinary Shareholders' Meeting decides that the existing authorisation to acquire own shares to avoid an imminent severe disadvantage remains in force until the publication of the new authorisation in the Annexes to Belgisch Staatsblad / Moniteur belge, but in any case not after 20 May 2017.
The Extraordinary Shareholders' Meeting therefore decides to revise point 2. 'Acquisition of own shares ' under TRANSITIONAL STIPULATIONS as well as to delete the second paragraph of article 12 of the articles of association in order to implement the aforementioned authorisation to acquire shares of the Company as follows:
The Company may, within the limits set down by law, acquire its own shares and dispose of them in accordance with the stipulations of the Belgian Companies Code.
The Board of Directors is authorised to acquire the maximum number of shares legally permitted at a price equal to the price at which the shares are listed on a regulated market at the time of that acquisition. This authorisation is granted for a period of 5 years commencing on 26 April 2017.
The Board of Directors is also explicitly authorised to dispose of all own listed shares on a regulated market without prior permission of the Shareholders' Meeting. The Board of Directors is authorised to dispose of all own shares held by the Company at a price that the Board of Directors sets.
The Board of Directors is authorised to acquire and dispose of own shares in accordance with the stipulations of the Belgian Companies Code, if this acquisition or disposal is necessary to avoid an imminent severe disadvantage for the Company. The authorisation to acquire shares in the event of an imminent severe disadvantage is granted for a period of 3 years commencing on the day on which the authorisation dated 26 April 2017 is published in the Appendices of Belgisch Staatsblad / Moniteur belge. However, the authorisation to dispose of shares in the event of imminent severe disadvantage is not limited in time.
These authorisations may be extended by the Shareholders' Meeting in accordance with the stipulations of the Belgian Companies Code.
All authorisations hereby granted also apply to the acquisition and disposal of shares of the Company by its direct subsidiaries within the meaning of Article 627 of the Belgian Companies Code and in accordance with the stipulations stated therein.
- deletion of the second paragraph of Article 12 of the articles of association.
The Extraordinary Shareholders' Meeting decides to supplement Article 18 with the following paragraph after the fifth paragraph and before the final paragraph:
"Some of the directors or all of the directors may take part in the meeting of the Board of Directors by means of telephone, videoconference or any similar means of telecommunication enabling all the persons that take part in the meeting to hear each other. The persons who take part in a meeting by means of such technical resources are considered to be present in person at this meeting."
6. Amendment of the articles of association in order to bring them into line with (i) the Law of 29 June 2016 specifying various stipulations with regard to Economy and (ii) the Law of 7 December 2016 to organise the profession and the public supervision of statutory auditors.
The Extraordinary Shareholders' Meeting decides to amend the articles of association in order to bring them into line with (i) the Law of 29 June 2016 specifying various stipulations with regard to Economy and (ii) the Law of 7 December 2016 to organise the profession and the public supervision of statutory auditors as follows.
1. An audit committee shall be constituted within the Board of Directors in accordance with the Belgian Companies Code.
2. The audit committee is composed of non-executive members of the Board of Directors. At least half of the audit committee is made up of independent directors within the meaning of Article 526ter of the Belgian Companies Code. The chair of the audit committee is elected by the members of the committee. The members of the audit committee have collective expertise in the field in which the Company is active. At least one member of the audit committee has appropriate expertise in the field of bookkeeping and audits.
If the Company is so entitled by law (i.e. if it fulfils the conditions of Article 526bis §3 of the Belgian Companies Code), the duties allocated to the audit committee may be conducted by the Board of Directors as a whole, provided that the Company has at least one independent Director and, if the chair of the Board of Directors is an executive member, said chair does not act as chair when the Board of Directors fulfils the duties of the audit committee.
3. The audit committee has at least the duties as described in Article 526bis §4 of the Belgian Companies Code.
The audit committee regularly reports to the Board of Directors on the exercise of its duties, and in any event when the Board of Directors draws up the annual financial statements, the consolidated annual financial statements and, where applicable, the concise financial statements intended for publication.
"The auditing of the financial situation, the annual financial statements and the regularity vis-à-vis the Belgian Companies Code and the Articles of Association of the transactions to be reported in the annual financial statements shall be entrusted to one or more statutory auditors appointed by the Shareholders' Meeting from among the statutory auditors listed in the public register of statutory auditors or the registered auditing firms. The proposal to appoint a statutory auditor, the purpose of which is to be submitted by the administrative body to the Shareholders' Meeting, is formulated on the recommendation of the audit committee.
The Shareholders' Meeting establishes the number of statutory auditors and their remuneration.
The statutory auditors are appointed for a term of three years, renewable in accordance with the limitations as provided for in the Belgian Companies Code.
Upon penalty of damages, a statutory auditor may only be dismissed during his or her term of office for legitimate reason and in accordance with the procedure described in Article 135 of the Belgian Companies Code.
In the absence of an appointment of statutory auditors or in the event that all statutory auditors are prevented from carrying out their duties, the Board of Directors shall immediately convene a Shareholders' Meeting to appoint or replace the auditors.
The Extraordinary Shareholders' Meeting decides to replace Article 19, second paragraph of the articles of association with regard to the minutes of the Shareholders' Meeting by the following text:
"(second paragraph) The copies or extracts, required for legal or other purposes shall be signed by the chief executive officer. This power may be delegated to a mandatary.
8. Amendment of article 22 of the articles of association with regard to the representation of the Company.
The Extraordinary Shareholders' Meeting decides to replace Article 22 of the articles of association with regard to the representation of the Company by the following text:
"The Company shall be represented in all deeds, including legal representation, by:
1° two members of the Board of Directors acting jointly, including one chief executive officer, who do not need to provide any proof of a prior decision of the Board of Directors;
2° the chief executive officer and/or director(s), each acting alone and without the need to provide proof of a prior decision among them, within the limits of the daily management and the other powers that are granted to him/her;
3° two members of the management committee, acting jointly, with regard to the actions of the management committee;
4° any other person, regardless of whether this person is a shareholder or a director, acting within the limits of the authorisation granted to him/her by the Board of Directors, the chief executive officer or the management committee, depending on the case."
The Extraordinary Shareholders' Meeting decides to replace Article 23 of the articles of association with regard to the daily management and the management committee by the following text:
The Board of Directors may assign the daily management of the Company to one or more directors who shall take the title of chief executive officer and/or one or more members of the management committee that must not be shareholders.
In the event of delegation of the daily management, the Board of Directors decides the remuneration connected with the performance of these duties. Only the Board of Directors is authorised to revoke this delegation and to establish the conditions in which the delegation can be ended.
Each person responsible for daily management may, for particular or specified purposes, delegate its power to a mandatary, even if this person is not a shareholder or director.
The Board of Directors may establish a management committee, to which it may delegate its management powers, apart from the general policy of the Company and all acts reserved for the Board of Directors by virtue of other legal provisions.
If a management committee is established, the Board of Directors is charged with the supervision on that committee. The conditions for appointing the members of the management committee, their dismissal, their remuneration, their term and the operating procedure of the management committee shall be established by the Board of Directors.
The management committee may, for particular or specified purposes, delegate its power to a mandatary, even if this person is not a shareholder or director.
The Board of Directors may set up advisory committees from among its members, the composition, the duties and the operating procedure of which it shall establish itself.
The Extraordinary Shareholders' Meeting authorises the Board of Directors to implement the decisions taken by the Extraordinary Shareholders' Meeting of 26 April 2017.
The Extraordinary Shareholders' Meeting authorises Mrs Nathalie De Kerpel, Legal Counsel, with right of substitution and without prejudice to other existing powers insofar as they are applicable, to (i) coordinate the articles of association as a consequence of the aforementioned changes, sign the coordinated articles of association and file them with the authorised office of the clerk of the commercial court, and (ii) fulfil any other filing and/or publication formality with regard to the above decisions.
Proposed decision: 'The Shareholders' Meeting approves the statutory annual financial statements and the statutory annual report for the financial year ended on 31 December 2016.'
Proposed decision: 'The Shareholders' Meeting approves the remuneration report for the financial year ended on 31 December 2016.'
Proposed decision: 'The Shareholders' Meeting approves the proposed profit distribution including dividend payment for the financial year ended on 31 December 2016.'
Proposed decision: 'The Shareholders' Meeting grants discharge by special vote of the Directors and of the Statutory Auditor in post during the financial year 2016 with respect to the exercise of their duties during the financial year'
Proposed decision: " a) the Shareholders' Meeting reappoints, after reading the report of the works council, BVBA Dirk Goeminne, permanently represented by Dirk Goeminne as independent director within the meaning of article 526 ter of the Belgian Companies Code for a term of three years until the Ordinary Shareholders' Meeting in 2020;
b) the Shareholders' Meeting appoints Veronique Laureys and Phillip Vandervoort as non-executive directors for a term of three years, until the Ordinary Shareholders' Meeting in 2020;
c) For their duties as non-executive director BVBA Dirk Goeminne, Veronique Laureys and Phillip Vandervoort will receive an annual remuneration of 15.000 EUR. Per mandate that these non-executive directors have in the Audit committee and/or the Nomination- and Remuneration committee they receive an additional annual remuneration of 2.500 euros;
d) the Shareholders' Meeting appoints Positron BVBA (who was appointed as of November 1, 2016 by means of co-optation to replace EBVBA 4F), permanently represented by Erwin Van Laethem as director for a term of three years until the Ordinary Shareholders' Meeting in 2020;
e) Positron BVBA will not receive a remuneration for his mandate as
director."
To attend the meeting, the stockholders of securities are requested to comply with the stipulations of Article 29 of the articles of association.
The stockholders may participate in the Shareholders' Meeting and exercise their voting rights with respect to the securities they hold at midnight (Belgian time) on the registration date, being 12 April 2017, for registered shares by their listing in the companies' share register or for dematerialised shares by their registration on the account of a recognised account holder or a settlement institution for the shares this shareholder wishes to participate in the Shareholders' Meeting, regardless the amount of stocks they hold on the day of the Shareholders' Meeting.
For dematerialised shares a recognised account holder, settlement institution or financial intermediary shall provide the shareholder with a certificate proving the number of shares the shareholder held on the Registration Date and on which basis the shareholder has expressed the intention to participate in the Shareholders' Meeting. The holders of dematerialised shares who wish to attend the meeting must notify a recognised banking institution that they wish to participate in the Shareholders' Meeting and submit the abovementioned certificate no later than 20 April 2017 (before closing time).
The holders of registered stock listed in the share register on the Registration Date who wish to attend the meeting must notify the Board of Directors in writing no later than 20 April 2017 of their intention to attend this meeting and the number of shares on which basis they wish to participate in the Shareholders' Meeting – either by letter or by fax (+ 32(0)365 21 70) Van de Velde NV, Lageweg 4, 9260 Schellebelle or by email ([email protected]).
Only individuals that are a shareholder of the company on the Registration Date and that have confirmed their participation as described above are permitted to participate in the Shareholders' Meeting and cast their vote. They will be provided with an attendance card to participate in the meeting.
The shares will not be blocked if the abovementioned procedure is followed by the shareholders. Shareholders can dispose of their shares after the Registration Date.
The holders of securities may designate a proxy holder to represent them at the Shareholders' Meeting in accordance with the provisions of Article 30 of the articles of association and should use the proxy form available at the Company's registered office or at www.vandevelde.eu/investorrelations/shareholdersinformation/convocations. These proxy forms must be completed in full, signed and filed with a recognised banking institution or addressed to the company by 20 April 2017 – either by letter or by fax (+ 32(0)365 21 70) Van de Velde NV, Lageweg 4, 9260 Schellebelle or by email ([email protected]).
The shareholders are asked to follow the instructions on the proxy form to ensure they are legally represented during the Shareholders' Meeting.
Any designation of a proxy holder must occur in accordance with the applicable Belgian legislation, particularly with regard to conflicts of interest and the keeping of a register.
The shareholders that wish to be represented must comply with the abovementioned registration and confirmation procedure.
In accordance with Article 533ter of the Belgian Companies Code, one or more shareholders who individually or jointly hold three per cent (3%) of the capital of the company can have one or more items put on the agenda of the Shareholders' Meeting and submit proposed resolutions with regard to the items on the agenda or to be added to the agenda. These agenda items and/or proposed resolutions must be addressed to the Board of Directors no later than 4 April 2017 – either by letter or by fax (+ 32(0)365 21 70) Van de Velde NV, Lageweg 4, 9260 Schellebelle or by email ([email protected]). For more information about these rights and how they are exercised, see the company's website at www.vandevelde.eu/investorrelations/shareholdersinformation/convocations.
The new agenda will be published at the Company's website no later than 11 April 2017.
The proxies that are reported to the company prior to the announcement of the new agenda will remain valid for the items on the agenda to which they apply. The proxy holder can deviate from any instructions of the principal with regard to the items on the agenda for which new proposed resolutions have been formulated, if carrying out that instruction would damage the principal's interests. In such cases, the proxy holder must notify the principal of this.
The annual brochure, the draft financial statements, the annual report, the remuneration report and the report of the statutory auditor, and the other information as stated in Article 533 bis, §2 of the Belgian Companies Code are available at the registered office of the company and also at www.vandevelde.eu/investorrelations/shareholdersinformation/convocations.
A question and answer session is scheduled during the Shareholders' Meeting. Shareholders have the opportunity to submit written questions prior to the Shareholders' Meeting. These questions will be discussed during the question and answer session. Questions should be addressed to the Board of Directors by 20 April 2017. They can be submitted in writing or by fax (+ 32(0)365 21 70) to the address of the company or sent electronically to the following email address: [email protected].
To facilitate the smooth completion of the formalities, the stockholders are asked to present themselves for registration on the day of the Shareholders' Meeting no later than fifteen (15) minutes before the start of the Shareholders' Meeting.
The Board of Directors
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