AGM Information • Mar 23, 2012
AGM Information
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| The undersigned (name and first name) ………………………………………………… |
|---|
| residing at (address) ……………………………………………………………………… |
| ………………………………………………………………………………………………… … |
| or |
| with principal office at (address office) ……………………………………………………… |
| …………………………………………………………………………………………………… |
| in accordance with its articles of incorporation duly represented by: |
| (name and first name) ………………………………………………………………………… |
| holder of …….……… shares of Agfa-Gevaert NV, with principal office at 2640 Mortsel, |
| Septestraat 27, hereby appoints as authorized representative (1) (2) |
| (name and first name) ……………………… ………………… …………………………… |
| residing at (address) ………………………………………………………………………… |
(1) You are not required to specify the name of a proxy holder. If you do not, Agfa-Gevaert NV will appoint a member of the bureau to represent you at the relevant meeting. The bureau members are persons who typically, under Art. 547bis § 4 of the Companies Code, are deemed to have a conflict of interest e.g. because they are members of the board or staff members. If the proxy holder is deemed to have a conflict of interest under Article 547bis § 4 of the Companies Code, the proxy holder can only vote provided specific voting instructions are available for each item on the agenda. In the absence of such specific voting instructions for a particular topic, the proxy holder is deemed to have a conflict of interest and shall therefore refrain from participating in the vote.
(2) Subject to the exceptions provided by law, you can appoint only one (1) representative.
in order to represent him/her as shareholder at the Annual Meeting of Shareholders of the above-named company, which will be held at the principal office of the company on Tuesday April 24, 2012 at 11.00 a.m. with the following agenda:
If you do not give voting instructions, you will be considered having voted in favour of the resolutions proposed by the board of directors of the company.
Approval of the annual accounts as per December 31, 2011.
Proposal for resolution: the General Meeting resolves to approve the statutory accounts of the financial year concluded on December 31, 2011, including the following allocation of the result:
deduction of the loss of -89,536,536.10 Euro from the result carried forward.
Proposal for resolution: the General Meeting resolves to approve the Remuneration Report included in the Annual Report on the financial year concluded December 31, 2011.
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.
Julien De Wilde (°1944 - Belgian) obtained an engineering degree at the Catholic University of Louvain (Belgium). From 1969 onwards he held various managerial positions at Texaco. In 1986 he was appointed member of the European Management Board of Texaco in New York. In 1988 he became head of the research and business development department of Recticel. A year later he became a member of the Executive Board of Alcatell Bell, where he was responsible for strategy and general services. From 1995 to 1998 Julien De Wilde was CEO of Alcatel Bell and from 1999 to 2002 he was Executive Vice-President and member of the Executive Board of Alcatel in Paris, responsible for Europe, the Middle East, Latin America, India and Africa. From July 1, 2002 to May 2006, he was CEO of the Bekaert Group. Julien De Wilde joined Agfa-Gevaert's Board of Directors in 2006. In April 2008, he became Chairman of the Board of Directors.
Proposal for resolution: the General Meeting resolves to reappoint, as he meets the requirements for independence as stipulated in article 526ter of the Companies Code, De Wilde J Management BVBA, with permanent representative Julien De Wilde, Jabekestraat 49, 9230 Wetteren as independent director of the Company for a three (3) year period to come into effect today and to terminate immediately after the Annual Meeting that will consider the approval of the financial statements of the financial year ending on December 31, 2014.
Christian Leysen (°1954 - Belgian) obtained a degree of commercial e ngineering and a master's degree in law at the Vrije Universiteit Brussel (Belgium). In 1984 he founded Xylos, a service provider in information and communication technology. In 1989 he became responsible for the day-to-day management of the maritime and logistics company Ahlers, where he has been CEO since 1994. From 2000 to 2002, he was Chairman of the Board of Directors of Antwerpse Waterwerken. In 2004, he became Chairman of the Board of Directors of the University of Antwerp Management School. Christian Leysen joined the Agfa-Gevaert Board of Directors in 2003.
Proposal for resolution: the General Meeting resolves to reappoint Christian Leysen, Filip Williotstraat 12, 2600 Antwerpen (Berchem) as non-executive director of the Company for a three (3) year period to come into effect today and to terminate immediately after the Annual Meeting that will consider the approval of the financial statements of the financial year ending on December 31, 2014.
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 Facility Agreement dated May 31, 2011 with Fortis Bank SA/NV, ING Belgium SA/NV and KBC Bank NV on the one hand and Agfa HealthCare NV, Agfa Graphics NV and Agfa-Gevaert NV on the other hand.
Approval 0 Rejection 0 Abstention 0
to participate in all deliberations;
to participate on behalf of the undersigned in a vote on all items of the above-mentioned agenda;
to sign all deeds, minutes and other documents relating to this meeting;
in general, to do everything which should appear necessary or useful for the implementation of this power of proxy, with promise of ratification.
The proxy holder shall abstain from voting on new subjects added to the agenda at the request of certain shareholders in compliance with the relevant the legal and statutory provisions (3).
Executed at ………………………………………………., on …………………2012
(3) Strike through if you wish to expressly authorize the proxy holder to vote on these points of the agenda.
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