AGM Information • Mar 28, 2017
AGM Information
Open in ViewerOpens in native device viewer
__________________________________________
| Sequence of Events of the General Assemblies | |
|---|---|
| 9.00 sharp | Shareholders welcomed to the Dolce La Hulpe Brussels conference centre |
| (Chaussée de Bruxelles, 135 in 1310 La Hulpe) | |
| 9.15 | Signing of the attendance list by the Shareholders |
| 9.30 | Presentation by the Chairman of the Board of Directors |
| 9.45 | Presentation by the CEO and voting |
2. Approval of the annual accounts (consolidated and corporate) and the allocation of the results. Proposed decision
Approval of the consolidated and corporate annual accounts closed on 31 December 2016, including the allocation of the profit proposed by the Board of Directors, i.e. (i) a gross dividend of € 2.04 per share for those shares whose entitlement to dividend has not been suspended and (ii) Director's fees in the amount of € 316,000.
Discharge by separate vote to the Directors and the Auditor for the exercise of their mandate in the course of the 2016 financial year.
On the proposal of the Nomination and Remuneration Committee:
• renewal of the mandate of SOGESTRA sprl as independent director (represented by Nadine Lemaitre). This mandate of three years could be remunerated and will expire at the end of the Ordinary General Assembly of 24 April 2020.
Approval of the Remuneration Report
In accordance with article 520b of the Company Code and the Corporate Governance Charter, approval:
As provided by the Corporate Governance Charter, approval
Pursuant to article 556 of the Belgian Company Code, approval of article 8.d (ii) (Change of Control Put Option) of the Information Memorandum of 7 September 2016 authorizing option holders in the event of a change of control (art. 3.4.3. of the Information Memorandum of 7 September 2016) to exercise the option specified in condition 8.d (ii) subject to compliance with the procedure described.
To confer all powers on the Board of Directors for the execution of the decisions taken.
Replacement of Article 7 of the Articles of Association with the following article: "According to decision of the Extraordinary General Meeting of Shareholders on 28 April 2017, the Board is authorized to increase the capital in one or more stages up to a maximum of fifty-seven million six hundred and thirty thousand five hundred and eighty-five euros and sixty-nine cents (€ 57.630.585,69). These capital increases may be made by cash subscriptions, contributions in kind or the incorporation of reserves. This authorization is valid for a period of five years from the date of publication in the Annex of the Belgian State Gazette of the changes to the Articles of Association as decided by the Extraordinary General Meeting of 28 April 2017 but may be renewed in accordance with legal provisions. Within the limits of this authorization, the Board may issue convertible bonds or subscription rights (warrants) in accordance with the provisions of the Company Code. "
The specific circumstances under which the authorized capital may be used and the objectives are indicated in the special report prepared by the Board of Directors pursuant to section 604 of the Company Code.
Proposal to confer all powers on the Board of Directors for the execution of the decisions taken.
In accordance with Article 536 §2 of the Company Code, owners of registered or dematerialized shares must proceed, in order to attend the Annual General Meeting and to exercise the right to vote, with the registration of those in their name on the fourteenth day before the Ordinary General Meeting (14 April 2017), at twenty-four hours (Belgian time) either by their inclusion in the shareholders' register of the company, or by being placed in the accounts of an account holder or clearing organization, it being understood that the number of shares held by the shareholder on the date of the Ordinary General Meeting will be irrelevant.
Furthermore, the shareholder must inform the company of their wish to participate in the Ordinary General Meeting (by writing to the registered office of the company or by email to [email protected] by the sixth day before the date of the Ordinary General Meeting (22 April 2017).
Before the Ordinary General Meeting, the shareholder will submit to the company a copy of the certificate issued to the shareholder by the authorized account holder or by the clearing organization certifying the number of dematerialized shares registered in the shareholder's name in its accounts on the date of registration for which the shareholder has said they would participate in the Ordinary General Meeting.
Pursuant to article 533b of the Company Code, one or more shareholders representing at least 3% of the share capital may, pursuant to the Company Code, require the inclusion of topics to be addressed in the agenda of any general meeting and submit proposals for decisions on topics to be addressed that are or will be included in the agenda.
Shareholders will prove, on the date of application, the possession of the fraction of capital required by the preceding paragraph either by a certificate of registration of the required number of shares in the shareholders' register of the company or by a certificate issued by the authorized account holder or clearing organization certifying the registration, in their name, of the required number of dematerialized shares.
The examination of topics to be addressed and proposals for decisions added to the agenda under this article shall be subject to registration pursuant to the "requirements for admission" section above, of the fraction of the capital referred to above.
Requests are made in writing and accompanied, as the case may be, by the text of topics to be addressed and proposals for decisions relating thereto, or the text of the proposed decisions to bring to the agenda. They will indicate the address or email address to which the company must send the acknowledgment of receipt of these requests.
They must reach the company no later than the twenty-second day before the date of the General Assembly (6 April 2017). Such requests may be sent to the company electronically at [email protected]. The company will acknowledge receipt of the requests concerned within forty-eight hours after receipt.
Notwithstanding the fact that the company will publish such proposed decisions on its website as soon as possible after receipt, the company will publish a complete agenda of topics and additional proposals for decisions relating to them that have been added to it, and/or proposals for decisions that were made no later than the fifteenth day preceding the date of the Ordinary General Meeting (13 April 2017).
Simultaneously, the company will provide its shareholders, on its website, forms that can be used to vote by proxy, including the additional topics to be discussed and proposals for decisions relating thereto that have been added to the agenda and/or proposals for decisions.
The voting proxies notified to the company prior to the publication, in accordance with this provision, of a completed agenda remain valid for the subjects on the original agenda. For topics that are the subject of new proposals submitted for decision, the proxy holder may, in assembly, deviate from any instructions given if the execution of these instructions may compromise the interests of their principal. He must inform his principal of this. The proxy must indicate whether the proxy holder is authorized to vote on the new topics added to the agenda or whether they must abstain.
In accordance with section 540 of the Company Code, shareholders may, as from the publication of the notice, submit written questions that will be answered, as the case may be, by the Directors or the Auditor during the Ordinary General Meeting provided that such shareholders have complied with the requirements for admissions stated above.
These questions can be addressed to the company electronically at [[email protected]]. Written questions must reach the company no later than the sixth day before the date of the Ordinary General Meeting (22 April 2017).
In accordance with articles 547, 547a and 548 of the Company Code, all shareholders entitled to vote can vote themselves or by proxy. To this end, a proxy template is made available to shareholders on the website www.atenor.be.
By proxy, is meant the authority given by a shareholder to a person or entity to exercise on behalf of the said shareholder all or part of their rights at the Ordinary General Meeting. Such authority can be given for one or more specified meetings or for meetings held during a specified period.
The proxy given for a meeting will be valid for successive meetings convened with the same agenda.
The proxy has the same rights as the shareholder thus represented and in particular the right to speak, to ask questions at the Ordinary General Meeting and to exercise the right to vote.
The shareholder may appoint only one person as their proxy for the Ordinary General Meeting. Notwithstanding this rule:
The number of shareholders that a proxy holder may represent is not limited. Where a proxy holder holds proxies from several shareholders, he can cast votes for a certain shareholder differently from votes cast for another shareholder.
The appointment of a proxy by a shareholder, must be made in writing and signed by the shareholder. The notification of the proxy to the company must be made in writing. This notification may also be made electronically at [email protected].
The proxy must reach the company no later than the sixth day before the date of the Ordinary General Meeting (22 April 2017)
Only proxies submitted by shareholders who meet the admission formalities listed above qualify for calculating the quorum and majority rules.
The proxy holder will vote in accordance with the voting instructions given by the shareholder. He shall keep a record of the voting instructions for a period of at least one year and confirm, at the request of the shareholder, that the voting instructions have been carried out.
In case of potential conflicts of interest between the shareholder and the proxy they have appointed:
For the purposes of this section, a conflict of interest arises where, in particular, the proxy holder:
Regarding the proxies in case of the addition of subjects to the agenda in accordance with article 533b of the Company Code, reference is made to the section "Inclusion of topics in the agenda" above.
The Management Report, the Auditor's Report, the proxy form and all other documents are available on our website (www.atenor.be) or can be obtained on simple request from Atenor Group ([email protected]).
The Board of Directors
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.