AGM Information • Apr 23, 2014
AGM Information
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Proposed decision: approval of the statutory and consolidated annual accounts w.r.t. the financial year ended December 31, 2013, including the approval of a gross dividend of 1.70 euro per share.
Proposed decision: discharge of the directors for the exercise of their mandate during the financial year ended December 31, 2013.
Proposed decision: discharge of the auditor for the exercise of his mandate during the financial year ended December 31, 2013.
6. Appointment of directors (1)
6.1 Proposed decision: approval of the renewal of the mandate of Mr Teun Jurgens for a period of two (2) years. The director is entitled to an annual base remuneration of 30,000 euros and an attendance fee of maximum 2,500 euros per meeting of the board of directors or an advisory committee, with the exception of the nomination committee.
Teun Jurgens (o 1948, Dutch) graduated as an agricultural engineer at the Rijks Hogere Landbouwschool in Groningen (The Netherlands). He was a member of the executive committee of Banque Paribas Nederland and founder of Delta Mergers & Acquisitions. Teun Jurgens was appointed director of Ackermans & van Haaren in 1996.
6.2 Proposed decision: approval of the renewal of the mandate of Mr Thierry van Baren for a period of four (4) years as independent director, as he complies with the independence criteria set forth in Article 526ter of the Company Code and in Article 2.2.4 of the company's Corporate Governance Charter. The director is entitled to an annual base remuneration of 30,000 euros and an attendance fee of maximum 2,500 euros per meeting of the board of directors or an advisory committee, with the exception of the nomination committee.
If the board of directors thereafter reappoints Thierry van Baren as member of the remuneration committee, he shall be entitled to an additional annual remuneration of 2,500 euros. If the board of directors thereafter reappoints Thierry van Baren also as member of the audit committee, he shall be entitled to an additional annual remuneration of 5,000 euros.
Thierry van Baren (o 1967, French/ Dutch) holds a master's degree and teaching qualification in philosophy as well as an MBA from Solvay Business School. He is currently an independent consultant. Thierry van Baren was appointed director of Ackermans & van Haaren in 2006. He is a member of the audit committee and of the remuneration committee.
7. Remuneration report
Proposed decision: approval of the remuneration report.
8. Approval of conditional rights granted to third parties in accordance with article 556 of the Company Code
Proposed decision: approval of the right of BNP Paribas Fortis NV/SA, provided for in a "Facilities Agreement" of October 18, 2013, to demand early reimbursement of a loan of 87.989.800 euros, granted to Ackermans & van Haaren NV in view of the acquisition of control over Aannemingsmaatschappij CFE NV, in the event of a change of control over Ackermans & van Haaren NV.
(1) The CV's can be downloaded from the website www.avh.be and a copy can be obtained on demand at the following number +32 3 231 87 70.
The shareholders are invited to the annual shareholders' meeting to be held on Monday May 26, 2014 at 15.00h at the company's office (Begijnenvest 113, 2000 Antwerp).
The shareholders are welcome as of 14.00h in order to perform the admission formalities to the meeting.
1. Shareholders wishing to attend the meeting in person
The right to attend and to vote at the annual shareholders' meeting is granted to those persons who, pursuant to the procedure described below, (i) prove that they own the shares with which they wish to attend the meeting on Monday May 12, 2014 at midnight, Belgian time (the 'Record Date'), and
(ii) confirm by Tuesday May 20, 2014 that they wish to attend the meeting. Please note that only persons who are shareholders on the Record Date are entitled to attend and vote at the general meeting.
You are required to comply with the following formalities in order to attend the meeting:
• For holders of registered shares: you are required to inform the company of your attendance by Tuesday May 20, 2014 at midnight, Belgian time at the latest, mentioning the number of shares with which you wish to attend the shareholders' meeting. You may inform the company by mail (Begijnenvest 113, 2000 Antwerp), by fax (+32 2 225 25 33) or by e-mail ([email protected]).
The company will verify the number of shares held by you on the Record Date on the basis of your registration in the company's shareholders' register, as administered by Euroclear.
• For holders of dematerialised shares: you are required to inform your bank of your attendance by Tuesday May 20, 2014 at midnight, Belgian time at the latest, mentioning the number of shares with which you wish to attend the shareholders' meeting.
Your bank is requested to inform Delen Private Bank (by e-mail: [email protected]) immediately and at the latest on Wednesday May 21, 2014 of your intention to attend the meeting and of the number of shares with which you wish to attend. Your bank is also requested to provide Delen Private Bank with a certificate mentioning the number of dematerialised shares registered in your account on the Record Date. Based on this certificate the company will verify the number of shares in your possession on the Record Date.
As from January 1, 2014, all rights attached to bearer shares have been suspended as of law. Owners of bearer shares wishing to attend the general meeting, should first transform their shares into registered or dematerialised shares.
2. Shareholders wishing to be represented at the meeting
Every shareholder, who has complied with the admission formalities set forth under 1 above, may be represented at the shareholders' meeting by a proxy holder, who does not need to be a shareholder. Except in the events set forth in the Company Code, a shareholder can only designate one person as a proxy holder.
We recommend using the proxy form available on our website http://en.avh.be/ackermans-van-haaren/algemene-vergadering. This proxy form can be obtained on demand at the following number +32 3 231 87 70.
The proxy must be sent to the company in writing. This can be done by mail (Begijnenvest 113, 2000 Antwerp), by fax (+ 32 3 225 25 33) or by e-mail ([email protected]). The company will need to receive the proxy by Tuesday May 20, 2014 at the latest. In case you have sent us the proxy by fax or by e-mail, your proxy holder is requested to deliver the original before the start of the shareholders' meeting.
One or more shareholders holding together at least 3% of the company's share capital, are entitled to add new items to the agenda of the shareholders' meeting and file resolution proposals in relation to items on or to be added to the agenda.
Shareholders who wish to exercise this right to add items to the agenda should meet the following requirements:
(i) they must prove that on the date of their request, they own at least 3% of the share capital, either by means of a certificate of registration of the relevant shares in the share register of the company, or by means of a certificate issued by the bank certifying that the relevant number of dematerialized shares is registered in their name in their account, and
(ii)they must prove that they still own the aforementioned percentage of shares on the Record Date (Monday May 12, 2014 at midnight, Belgian time).
The requests, referred to in paragraph one, need to be formulated in writing and should contain, as the case may be, the new items to be discussed and the relevant resolution proposals or the text of the resolution proposals to be added to the agenda. The request should also contain a mail or e-mail address to which the company may send a confirmation of receipt.
The company will need to receive all requests by Sunday May 4, 2014 at the latest. They can be sent to the company by e-mail at the following address [email protected].
The company will publish an amended agenda and proxy form, if any, by Friday May 9, 2014 at the latest.
Shareholders are entitled to submit questions in writing to the directors and the auditor regarding their report or items on the agenda, provided any communication of information or facts in response to such questions does not prejudice the company's business interests or the confidentiality undertakings of the company, its directors or auditors.
The questions will be answered during the shareholders' meeting provided the shareholder concerned has complied with all formalities of admission to the meeting.
The company will need to receive these questions by Tuesday May 20, 2014 at the latest. They can be sent to the company by e-mail at the following address [email protected].
Each shareholder can obtain a free copy of the annual financial statements, the annual report and the auditor's report, as well as of the agenda of the annual general meeting and the proxy form at the registered office of the company during normal office hours. Requests for a free copy may also be sent by e-mail [email protected] or by letter (Ackermans & van Haaren NV, attn Brigitte Stockman, Begijnenvest 113, 2000 Antwerp).
All documents relating to the annual shareholders' meeting are available on http://en.avh.be/ackermans-van-haaren/algemene-vergadering.
Ackermans & van Haaren NV - Begijnenvest 113 - 2000 Antwerp Tel. +32 3 231 87 70 - [email protected] - www.avh.be - VAT BE 0.404.616.494 - RPR Antwerp
The Board of Directors - March 26, 2014
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