AGM Information • Dec 12, 2019
AGM Information
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VGP NV Uitbreidingstraat 72, box 7 2600 Antwerp (Berchem) Company number 0887.216.042 (Register of legal entities – Antwerp, division of Antwerp) VAT BE 0887.216.042 www.vgpparks.eu (the "Company")
Berchem (Antwerp), 5 November 2019
The shareholders are hereby invited to attend the special shareholders' meeting of the Company which shall take place at the registered office of the Company, Uitbreidingstraat 72, box 7, 2600 Berchem, on Friday 6 December 2019 at 10:00 am, with the following agenda and proposed resolution:
1. Approval of the change of control clause ("Change of Control Resolution"), as included in the Schuldschein loan agreements entered into on 10 October 2019 by the Company and Norddeutsche Landesbank (as "Arranger"), in accordance with article 556 of the Belgian Companies Code.
Proposed resolution: The change of control clause ("Change of Control Resolution"), as included in the Schuldschein loan agreements entered into on 10 October 2019 by the Company and Norddeutsche Landesbank (as "Arranger"), is approved, in accordance with article 556 of the Belgian Companies Code. In accordance with the requirements of article 556, second indent, of the Belgian Companies Code, this resolution shall be filed in accordance with article 75, 3° of the Belgian Companies Code and shall be published as an announcement in the Belgian State Gazette by including an extract of the minutes of this special shareholders' meeting.
Shareholders may only participate in the special shareholders' meeting and exercise their voting rights at these meetings if the following two conditions are satisfied:
These conditions must be satisfied in accordance with the formalities mentioned below.
In accordance with article 536, §2 of the Belgian Companies Code and article 24 of the articles of association the holders of registered shares are entitled to participate in and to vote at the special shareholders' meeting, provided that:
In accordance with article 536, §2 of the Belgian Companies Code and article 24 of the articles of association the holders of dematerialized shares are entitled to participate in and to vote at the special shareholders' meeting, provided that:
Only persons who are a shareholder of the Company on the Record Date (Friday 22 November 2019) and who have indicated, on Saturday 30 November 2019 at the latest, their intention to participate in the special shareholders' meeting as set out above will be admitted to the shareholders' meeting.
The shares are not blocked as a result of the above-mentioned process. As a result, the shareholders are free to dispose of their shares after the Record Date.
In accordance with Article 533ter of the Belgian Companies Code, one or more shareholders holding jointly at least three per cent (3%) of the registered capital of the Company may request items to be added to the agenda of the shareholders' meeting and submit proposed resolutions in relation to existing agenda items or new items to be added to the agenda, provided that:
These additional agenda items and/or proposed resolutions may be delivered to the Company by mail sent to the Company's registered office for the attention of Mr Dirk Stoop or by e-mail sent to [email protected]. The Company shall confirm the receipt of the proposed requests, by e-mail or by mail to the address mentioned by the shareholder, within 48 hours.
As the case may be, the Company shall publish the modified agenda of the relevant shareholders' meeting, together with the ad-hoc proxy form, completed with the additional agenda items and/or proposed resolutions on the website of the Company (www.vgpparks.eu) at the latest on Thursday 21 November 2019.
The proxies that were notified to the Company prior to the publication of a completed agenda, remain valid for the agenda items for which they were granted. Exception is made for agenda items for which new proposed resolutions have been submitted, in accordance with article 533ter of the Belgian Companies Code: in such case the proxy holder may deviate during the relevant shareholders' meeting of the instructions of the shareholder granting the proxy, if the execution of such instructions would prejudice the interests of the shareholder. The proxy holder must inform the shareholder thereof. The proxy must indicate whether the proxy holder is authorised to vote on new agenda items or whether he should abstain from voting.
In accordance with Article 540 of the Belgian Companies Code and Article 29 of the articles of association, all shareholders are entitled, whether during the meeting or in writing before the meeting, to ask questions to the directors with respect to their reports as referred to in the agenda of the special shareholders' meeting or the agenda items.
Questions asked in writing will only be answered if the relevant shareholder has fulfilled the formalities set out above to be admitted to the special shareholders' meeting and if the written question has been received by the Company at the latest on Saturday 30 November 2019.
Written questions may be delivered to the Company by mail sent to the Company's registered office for the attention of Mr Dirk Stoop or by e-mail sent to [email protected].
In accordance with article 25 of the articles of association, each shareholder may be represented at the shareholders' meeting by a proxy holder, who does not need to be a shareholder. Except in cases provided for in the law (article 547bis, §1, second indent of the Belgian Companies Code), a shareholder may only appoint one person as proxy holder for a particular shareholders' meeting.
Shareholders who so wish to be represented by proxy, are requested to use the model of proxy form (with voting instructions) that is available at the Company's registered office and on the Company's website under the tab "Investors - Shareholders Meetings" (www.vgpparks.eu).
Notification of the proxy to the Company must occur in writing, either by mail sent to the Company's registered office for the attention of Mr Dirk Stoop or by e-mail sent to [email protected].
The signed proxy form must in original be received by the Company at the Company's registered office at the latest on Saturday 30 November 2019.
Shareholders who wish to be represented by proxy, must have fulfilled the formalities set out above to be admitted to the special shareholders' meeting (registration- and confirmation procedure).
In accordance with Article 535 of the Belgian Companies Code, the shareholders of the Company can, as of Tuesday 5 November 2019, upon presentation of their security or of a certificate issued by a recognized account holder or a settlement institution certifying the number of dematerialized shares recorded in the name of the shareholder, obtain at the Company's registered office (Uitbreidingstraat 72, box 7, 2600 Berchem (Antwerp)), free of charge, a copy of the documents and reports that relate to these meetings or that must be made available to them pursuant to law.
Requests to obtain copies, free of charge, may also in writing or electronically by mail or by e-mail for the attention of:
Mr Dirk Stoop Telephone: +32 (0)3 289 14 34 Fax: +32 (0)3 289 14 39 E-mail: [email protected]
All the relevant information with regard to the special shareholders' meeting, including all of the reports and documents, referred to in the item of the agenda of the special shareholders' meeting, as well as the aforementioned proxy forms, are available on the website of the Company (www.vgpparks.eu) as of Tuesday 5 November 2019.
The board of directors
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