AGM Information • Apr 7, 2011
AGM Information
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NAAMLOZE VENNOOTSCHAP [LIMITED LIABILITY COMPANY] SEPTESTRAAT 27 2640 MORTSEL ENTERPRISE NUMBER 0404 021 727
The shareholders are hereby invited to participate in the Annual General Meeting of the Company which will be held on Tuesday, April 26, 2011 at 11 a.m. at the principal office, 2640 Mortsel, Belgium, Septestraat 27, with the following agenda:
Proposal for resolution: the General Meeting resolves to approve the financial statements of the financial year concluded on December 31, 2010, as prepared by the Board of Directors.
Proposal for resolution: the General Meeting resolves to allocate the result of the past financial year as follows:
allocation of EUR 4,669,865.40 to the legal reserve;
allocation of EUR 110,865,550.06 to the result carried forward.
Proposal for resolution: the General Meeting resolves to discharge the Directors with respect to the performance of their mandates during the past financial year.
Proposal for resolution: the General Meeting resolves to discharge the Statutory Auditor with respect to the performance of his mandate during the past financial year.
The Board of Directors recommends this director for his professional skills according to the following CV. The Board of Directors acknowledges that he fully meets the requirements for independence as stipulated in article 526ter of the Code of Companies.
Willy Duron (°1945 - Belgian) has a master of mathematics from Ghent University (Belgium) and a master of actuarial science from the Catholic University of Louvain (Belgium). He began his career in 1970 as an actuary for ABB Insurance (Assurantie van de Belgische Boerenbond), where he became Director Life and Reinsurance in 1984 and later Vice Director-General. He became Chairman of the Executive Board of KBC Insurance in 2000 and President of the Executive Board of KBC Bank and Insurance Holding Company in 2003. From early 2005 to late 2006, he was CEO of KBC Group NV. Willy Duron joined the Agfa-Gevaert Board of Directors in 2008.
Proposal for resolution: the General Meeting resolves to reappoint, since he fully meets the requirements for independence as stipulated in article 526ter of the Code of Companies, Mr Willy Duron, Oude Pastoriestraat 2, B-3050 Oud-Heverlee, as independent director of the Company for a three (3) year period to come into effect today and terminate immediately after the annual meeting that will consider the approval of the financial statements of the financial year ending on December 31, 2013.
The Board of Directors recommends this director for his professional skills according to the following CV. The Board of Directors acknowledges that he fully meets the requirements for independence as stipulated in article 526ter of the Code of Companies.
Roland Junck (°1955 - Luxembourger) graduated from the Federal P olytechnic Institute in Zurich (Switzerland) and earned an MBA from Sacred Heart University of Luxembourg. He started his career with Arbed. At TrefilARBED Bissen he was named General Manager in 1993 and Managing Director in 1996. After having held various other managerial positions at Arbed, he became Senior Vice President of Aceralia (Spain) in 1998. He was a member of the Arbed Group Management Board from 1999 to 2002. In 2002 he was appointed Senior Executive Vice President of the newly created Arcelor after the merger of Aceralia, Arbed and Usinor. In August 2006, he became CEO of Arcelor Mittal and a member of the Group's Management Board. Following the reorganization of the company's senior management structure in November 2006, he became an advisor to the CEO while he remained a member of the Board until July 2007. In February 2009, he was appointed CEO of Nyrstar NV. Roland Junck joined the Agfa-Gevaert Board of Directors in 2008.
Proposal for resolution: the General Meeting resolves to reappoint, since he fully meets the requirements for independence as stipulated in article 526ter of the Code of Companies, Mr Roland Junck, Moulin de Betzdorf, L-6832 Betzdorf, as independent director of the Company for a three (3) year period to come into effect today and terminate immediately after the annual meeting that will consider the approval of the financial statements of the financial year ending on December 31, 2013.
The Board of Directors recommends this board member for his professional skills according to the following CV. The Board of Directors acknowledges that he fully meets the requirements for independence as stipulated in article 526ter of the Code of Companies.
Michel Akkermans (°1960 - Belgian) holds a master of sciences in ele ctronic Engineering and computer sciences and a degree in economics and finance from the Catholic University of Louvain (Belgium). He held management positions in a series of international banks and consulting companies before founding FICS, a leading software provider in the field of online banking and regulatory financial reporting, in 1989. In 1999, FICS, together with Edify and Vertical One, merged with Security First Technologies, creating S1 Corporation, the market leader in internet banking, with Michel Akkermans as its Chairman. In 2002, Michel Akkermans became Chairman and CEO of Clear2Pay, an innovative e-finance company focused on delivering globally applicable solutions for secure electronic payments. Michel Akkermans joined the Agfa-Gevaert Board of Directors in 2008.
Proposal for resolution: the General Meeting resolves to reappoint, since he fully meets the requirements for independence as stipulated in article 526ter of the Code of Companies, Pamica NV, Eygenstraat 37, B-3040 Huldenberg, with permanent representative Michel Akkermans, as independent director of the Company for a three (3) year period to come into effect today and terminate immediately after the annual meeting that will consider the approval of the financial statements of the financial year ending on December 31, 2013.
The Board of Directors recommends this board member for his professional skills according to the following CV. The Board of Directors acknowledges that he fully meets
Horst Heidsieck (°1947 - German) holds a PhD in physics. During his studies at the University of Bonn (Germany) and the Technical University of Aachen (Germany), he focused on solid state physics, solid state electronics as well as metal science. From 1980 to 1991, he held various managerial positions – including a position in the Executive Board – within the Degussa Group. In 1990, he became CEO of the Leybold technology group and from 1995 to 1998 he successfully integrated the former competitors Leybold and Balzers into the newly established Balzers und Leybold Group. In the following years, Horst Heidsieck was a member of the Advisory Board and later CEO of Heraeus Holding, a highly diversified technology group. From 2003 to the end of 2006, he was CEO of Demag Holding, a portfolio of seven companies which had been acquired from Siemens by Kohlberg Kravis Roberts in 2002. As from January 2007, he is a managing shareholder of the newly founded consulting company Value Consult, acting as a member of advisory boards, helping senior management to materialize improvement potentials in their companies. Horst Heidsieck joined the Agfa-Gevaert Board of Directors in 2008.
Proposal for resolution: the General Meeting resolves to reappoint, since he fully meets the requirements for independence as stipulated in article 526ter of the Code of Companies, Value Consult Management- und Unternehmensberatungsgesellschaft mbH, Ostpreussenstrasse 34, D-63654 Buedingen, with permanent representative Horst Heidsieck, as independent director of the Company for a three (3) year period to come into effect today and terminate immediately after the annual meeting that will consider the approval of the financial statements of the financial year ending on December 31, 2013.
Proposal for resolution: the General Meeting resolves, in accordance with article 556 of the Companies Code, to approve the change-of-control provisions, as stipulated in the Bonding Facility Agreement dated October 14, 2010 with Fortis Bank NV and Zurich Insurance PLC on the one hand and in the Autonomous First Demand Guarantee Agreement dated January 11/13, 2011 with the European Investment Bank on the other hand.
With reference to the law of August 2, 2002 and in accordance with article 28, 6° of the articles of incorporation, the Board of Directors resolved that, in accordance with article 28, 5°, the holders of bearer shares or dematerialized shares who wish to attend the meeting and exercise their voting rights, have to submit evidence that they were holder of the number of shares with which they want to participate to the voting, on the fifth working day prior to the Annual General Meeting i.e. on Monday, April 18, 2011 at 12 p.m. (the registration date), irrespective of the number of shares they will hold on the day of the Annual General Meeting. The aforementioned evidence will be submitted by the shareholder by no later than Wednesday, April 20, 2011 at 12 p.m. at the Company's principal office by fax (32-3-444.7229) or e-mail ([email protected] or [email protected]) or at an office of the ING bank.
The holders of dematerialized shares will submit the aforementioned evidence by depositing an attestation issued by an authorized account holder or settlement institution at the Company's principal office or at an office of the ING bank.
The Company emphasizes that these formalities shall be free of charge for the shareholders. All costs incurred (contrary to the explicit instructions of the Company) shall be reimbursed upon production of supporting evidence (receipt).
The holders of registered shares must inform the Company, by no later than Wednesday, April 20, 2011 at 12 p.m., by fax (32-3-444.7229) or e-mail ([email protected] or [email protected]) to the Company's principal office about their intention to attend the meeting, and with how many shares they wish to participate in the voting.
The shareholders wishing to attend the meeting are invited for registration on Tuesday, April 26, 2011 from 9.45 a.m. till no later than 10.45 a.m.
The shareholders who wish to have themselves represented should make use of the proxy form which was prepared and approved by the Board of Directors in accordance with article 30 of the articles of incorporation, a copy of which is available at the Company's principal office. A copy will be forwarded to the shareholder upon simple request. The proxy form will be available also on the Company's website www.agfa.com/investorrelations. Other powers of proxy will not be accepted. The original powers of proxy must be deposited at the Company's principal office by no later than Wednesday, April 20, 2011 at 12 p.m. The powers of proxy may also be submitted by fax or e-mail by no later than Wednesday, April 20, 2011 at 12 p.m., provided the duly executed originals are submitted to the officials of the General Meeting by no later than the beginning of the meeting.
The Board of Directors
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