Pre-Annual General Meeting Information • Apr 17, 2020
Pre-Annual General Meeting Information
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Regulated information distributed by the National Bank of Belgium on 17 April 2020
Taking into account the COVID-19 pandemic, the measures and recommendations of the public authorities and the provisions of Royal Decree (No 4) of 9 April 2020 containing various provisions on co-ownership and company and association law in the context of the fight against the COVID-19 pandemic, the Board of Directors of the National Bank has decided the following:
Proposals for decisions: election of Robert Vertenueil, Danny Van Assche, Eric Mathay, Claire Tillekaerts, Mia De Schamphelaere, Géraldine Van der Stichele, Véronique Thirion, Estelle Cantillon, Christophe Soil and Marjan Maes as regents
Proposal for decision, upon proposal from the audit committee: renewal of the office of Mazars Bedrijfsrevisoren/Réviseurs d'entreprises, represented by Dirk Stragier, for an indexed annual fee of EUR 80,500 for their statutory audit assignment
Only persons who are shareholders on the Registration Date will be entitled to participate and vote in the general meeting. For the general meeting of 18 May 2020, the Registration Date is Monday 4 May 2020 at 24.00 hrs (Belgian time).
Holders of dematerialised shares who wish to participate in the general meeting must ask their bank or financial institution to issue a certificate indicating the number of shares held on the registration date and for which they have declared that they wish to participate in the general meeting. Taking into account the "important message" above, holders of dematerialised shares who wish to participate in the general meeting should also complete a proxy form (with voting instructions for Governor Pierre Wunsch).
Both the certificate and the completed proxy form should be submitted to the Bank by Thursday 14 May 2020 at the latest, either by post to the National Bank of Belgium, Financial Markets – DM Office, boulevard de Berlaimont 14, 1000 Brussels, or by e-mail to [email protected]. These documents may be submitted by any means possible, e.g. an e-mail with a scanned or photographed copy of the completed and signed proxy.
Holders of registered shares who wish to participate in the general meeting must inform the National Bank of their wish to do so and of the number of shares held on the record date and for which they wish to participate in the general meeting. Taking into account the "important message" above, holders of registered shares who wish to participate in the general meeting should also complete a proxy form (with voting instructions for Governor Pierre Wunsch).
Both the wish to participate in the meeting and the completed proxy form should be submitted to the Bank by Thursday 14 May 2020 at the latest, either by post to the National Bank of Belgium, Financial Markets – DM Office, boulevard de Berlaimont 14, 1000 Brussels, or by e-mail to [email protected]. These documents may be submitted by any means possible, e.g. an e-mail with a scanned or photographed copy of the completed and signed proxy.
Proxy forms, as well as the summons to the meeting and the corporate report are available on the Bank's website at https://www.nbb.be/en/ordinary-general-meeting-shareholders-18-may-2020.
Pursuant to Article 7:139 of the Companies and Associations Code, shareholders may submit written questions concerning items on the agenda. Such questions must reach the Bank either by e-mail at [email protected], or by post addressed to the National Bank of Belgium, Secretariat service (SD), boulevard de Berlaimont 14, 1000 Brussels, by Thursday, 14 May 2020 at the latest.
At the latest on the day of the general meeting, the National Bank will publish answers to timely written questions on its website at https://www.nbb.be/en/ordinary-general-meeting-shareholders-18-may-2020. Questions will be answered insofar as they relate to the items on the agenda of the meeting and insofar as the disclosure of data or facts is not such as to be detrimental to the interests of the Bank or to the confidentiality to which the Bank or its directors have committed themselves.
Subject to the limits stipulated in Article 7:130 of the Companies and Associations Code and in the Bank's Statutes, one or more shareholders together holding at least 3% of the authorised capital may request the inclusion of items on the agenda of the meeting, and submit proposals for decisions on the items included or to be included on the agenda. Such requests must reach the Bank either by e-mail at [email protected], or by post addressed to the National Bank of Belgium, Secretariat service (SD), boulevard de Berlaimont 14, Brussels, by Sunday, 26 April 2020 at the latest. If this right is exercised, a supplemented agenda will be published on Thursday 30 April 2020 at the latest. More detailed information on the exercise of this right is available on the Bank's website.
Brussels, 17 April 2020
THE GOVERNOR Pierre Wunsch NATIONAL BANK OF BELGIUM Limited liability company RLP Brussels – Company number 0203.201.340 Registered office: boulevard de Berlaimont 14, 1000 Brussels
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