AGM Information • May 23, 2024
AGM Information
Open in ViewerOpens in native device viewer
Before us, Frederic OPSOMER, notary in Kortrijk, first sub-district, who performs his duties in the limited liability company "Opsomer & De Lange, geassocieerde notarissen", having its office in Kortrijk, Doornikseweg 40, replacing his counterpart Christian VAN BELLE, notary in Gent, first sub-district, who performs his duties in the cooperative company with private company "NOTAS, geassocieerde notarissen", having its office in 9000 Gent, Kouter 27, due to the statutory inability to act ratione loci.
At Kortrijk Xpo Meeting Center at 8500 Kortrijk, Doorniksesteenweg 216.
Is held the extraordinary general meeting of shareholders of the company "NV BEKAERT SA", having its office in 8550 Zwevegem, Bekaertstraat 2, company number 0405.388.536, RPR Gent, division Kortrijk.
Company incorporated as a private limited company under the name "TREFILERIES LEON BEKAERT" as a result of the conversion of the public limited company pursuant to a deed executed before notary Germain Denys, at that time in Zwevegem, on 19 October 1935, published by extract in the Annexes to the Belgian Official Gazette of 4/5 November 1935, under number 14.642.
The company was converted into a public limited company under the name "NV BEKAERT SA" pursuant to a deed executed before notary Charles Dael, at that time in Ledeberg (now Gent) on 25 April 1969, published in the Annexes to the Belgian Official Gazette of 17 May 1969, under number 1150-1.
Whose Articles of Association have been amended several times and, for the last time, as a result of a deed, passed before notary Petra François, on 19 December 2023, published in the Annexes to the Belgian Official Gazette of 15 January 2024, under number 24325900.
The meeting is opened at 09:05 a.m. under the chairmanship of:
Mr Tinggren, Jürgen, residing at Schönfelstrasse 3, 8835 Feusisberg, Switzerland.
The chairman designates as secretary:
Ms Isabelle Hendrika Maria Vander Vekens, residing at 9051 Gent, Kromme Leie 13.
The meeting designates as scrutineers:
All present here and accepting.
The meeting is composed of the present or represented shareholders, of whom the name, first name and the place of residence or the name and office, as well as the number of shares held by each of them and of which they declare to be owner, are listed in the attendance list attached to the present minutes. This attendance list was signed by electronic signature by each shareholder present or his authorized representative.
There are no holders of debentures present.
Consequently, the appearance before us, notaries, is determined in accordance with the aforementioned attendance list to which the appearing persons declare to refer. This attendance list, signed by the chairman, the secretary and the scrutineers of the meeting, who found this list to be accurate, will be annexed to this deed after being signed 'ne varietur' by the members of the bureau and us, notaries.
The proxies, which are all private, referred to in the attendance list, will also remain annexed to the present minutes.
The notary confirms that the identity of the persons who will sign this deed are known to him or were demonstrated based on proof of ID cards.
The chairman announces and requests us, notaries, to keep minutes and take note of what follows:
The General Meeting resolves to delete the words "which determines their number" from article 13, to clarify that the General Meeting does not have to specifically resolve on the number of directors.
The General Meeting resolves to authorize the Board of Directors, for a period of five years beginning from the publication of this authorization in the Annexes to the Belgian Official Gazette, to acquire and to accept in pledge own shares and certificates relating thereto and to subscribe for certificates following the issue of the corresponding shares, without the total number of own shares and certificates relating thereto held or accepted in pledge by the Company pursuant to this authorization exceeding twenty per cent of the total number of shares, at a price ranging between minimum one euro and maximum thirty per cent above the arithmetic average of the closing price of the Company's share during the last thirty trading days preceding the Board of Directors' resolution to acquire or to accept in pledge. As from the publication of this decision in the Annexes to the Belgian Official Gazette, the existing authorization, given by the Extraordinary General Meeting of 13 May 2020, will lapse, and the proposed authorization will replace it. This authorization shall apply for the Board of Directors of the Company, for the subsidiaries of the Company and for every third party acting in its own name but on behalf of those companies.
Therefore, the General Meeting resolves, as from the publication of this decision in the Annexes to the Belgian Official Gazette:
"1. The company may, both by itself and by persons acting in their own name but on behalf of the company, acquire and accept in pledge own shares or certificates relating thereto and subscribe for certificates following the issue of the corresponding shares, in compliance with the applicable conditions prescribed by law.
2. The board of directors is authorized to acquire and to accept in pledge own shares and certificates relating thereto and to subscribe for certificates following the issue of the corresponding shares, in compliance with the applicable conditions prescribed by law, without the total number of own shares and certificates relating thereto (counting each certificate in proportion to the number of shares to which it relates) held or accepted in pledge by the company pursuant to this authorization exceeding twenty per cent of the total number of shares, at a price ranging between minimum one euro and maximum thirty per cent above the arithmetic average of the closing price of the company's share during the last thirty trading days preceding the board of directors' resolution to acquire, to accept in pledge or to subscribe for. This authorization is granted for a period of five years beginning from the publication of this authorization granted on 8 May 2024.
3. The authorization(s) set forth under section 2 shall not affect the possibilities, pursuant to the applicable legal provisions, for the board of directors to acquire or accept in pledge own shares and certificates relating thereto or to subscribe for certificates following the issue of the corresponding shares if no authorization in the articles of association or authorization of the general meeting of shareholders is required.
4. The board of directors is authorized to cancel own shares or certificates relating thereto. The resulting amendment to the Articles of Association will be recorded in a notarial deed to be passed at the request of either two directors, or of the company secretary and one company lawyer employed by the company, or of two company lawyers employed by the company."
"6. The dividend rights attached to the shares, profit-sharing certificates or certificates relating thereto held by the company or by persons acting in their own name but on behalf of the company, or for which the company or persons acting in their own name but on behalf of the company hold the certificates issued with its cooperation, shall lapse. Unless otherwise decided by the general meeting of shareholders, the time for the determination of the entitlement to a dividend and therefore the lapse of the dividend rights attached to those treasury shares shall be set at 23.59h Belgian time of the day prior to the so-called "ex-date" (as stipulated in the Euronext Vade-Mecum 2023, as amended from time to time).
7. If an unavailable reserve must be created, the board of directors is authorized, as far as necessary, to draw from all available equity components (including available reserves and share premiums) for this purpose."
For the avoidance of doubt, if the proposed resolution is not adopted, the existing authorization will continue to apply, without prejudice to the possibilities, pursuant to the applicable legal provisions, for the Board of Directors to acquire and accept in pledge own securities or to subscribe for certificates following the issue of the corresponding securities, if no authorization in the articles of association or authorization of the General Meeting of Shareholders is required.
The General Meeting resolves, insofar as necessary, to explicitly authorize the Board of Directors to transfer own shares, profit-sharing bonds or certificates relating thereto, to one or more specified persons whether or not members of the personnel. This authorization will replace the existing authorization to transfer own securities. This authorization shall apply for the Board of Directors of the Company, for the subsidiaries of the Company and for every third party acting in its own name but on behalf of those companies.
Therefore, the General Meeting resolves to replace article 11 with the following text:
"1. The company may, both by itself and by persons acting in their own name but on behalf of the company, transfer own shares, profit-sharing bonds or certificates relating thereto, in compliance with the applicable conditions prescribed by law.
2. The board of directors is authorized to transfer own shares, profitsharing bonds or certificates relating thereto to one or more specified persons whether or not member of the personnel.
3. The authorization(s) set forth under section 2 shall not affect the possibilities, pursuant to the applicable legal provisions, for the board of directors to transfer own shares, profit-sharing bonds and certificates relating thereto, if no authorization in the articles of association or authorization of the general meeting of shareholders is required.
4. The authorization(s) under section 2 and the provisions of section 3 shall apply for the board of directors of the company, for the direct, and insofar as necessary, the indirect subsidiaries of the company and, insofar as necessary, for every third party acting in own name but on behalf of those companies."
For the avoidance of doubt, if the proposed resolution is not adopted, the existing authorization to transfer own securities will continue to apply, without prejudice to the possibilities, pursuant to the applicable legal provisions, for the Board of Directors to transfer own securities, if no authorization in the articles of association or authorization of the General Meeting of Shareholders is required.
Proposed resolution:
The General Meeting resolves to authorize the Board of Directors to increase the capital, in one or more times, with a maximum amount (exclusive of the issue premium) of €161,145,000.00, for a period of five years beginning from the publications of this decision in the Annexes to the Belgian Official Gazette. As from that date, the existing authorization to increase the capital, given by the Extraordinary General Meeting of 13 May 2020, will lapse, and the proposed authorization will replace it.
Therefore, the General Meeting resolves to, as from the publication of this decision in the Annexes to the Belgian Official Gazette, to replace article 41 with the following text:
"The board of directors shall be authorized to increase the capital, in one or more times, with a maximum amount (exclusive of the issue premium) of one hundred and sixty-one million one hundred and forty-five thousand euros (€161,145,000.00).
The board of directors may use this authorization for five years beginning from the publication of this authorization granted on 8 May 2024.
Such capital increases shall be effected in accordance with the conditions prescribed by the board of directors, e.g. (i) by means of a contribution in cash or in kind, or by means of a mixed contribution within the limitations set forth in the applicable legal provisions, (ii) by conversion of reserves, profit carried-forward, share premiums or other equity components, or otherwise, (iii) with or without issuing new shares, below, above, or at the fractional value of the existing shares of the same class, with or without share premium, or other securities; or (iv) by means of issuing convertible debentures or subscription rights (whether or not attached to another security) or other securities.
The board of directors may use this authorization to increase the capital inter alia in the context of an option plan.
The board of directors may use this authorization for (i) capital increases or issues of convertible debentures or subscription rights (whether or not attached to another security) where the preferential subscription right of the shareholders shall be limited or excluded; (ii) capital increases or issues of convertible debentures where the preferential subscription right shall be limited or excluded for the benefit of one or more specified persons, other than members of the personnel, and (iii) capital increases by conversion of the reserves.
On the occasion of a capital increase within the limits of the authorized capital, the board of directors shall be authorized to request an issue premium, which shall be mentioned on one or more separate accounts under equity in the liabilities in the balance sheet.
The board of directors shall, with the possibility of delegation, be authorized to have recorded the amendments to the articles of association that arise from the use of these authorizations."
For the avoidance of doubt, if the proposed authorization is not approved, the existing authorization to increase the capital will continue to apply.
II. That the notices, including the aforementioned agenda, have been published in accordance with the applicable provisions of the law:
in the Belgian Official Gazette, on 4 April 2024;
in a national newspaper, namely in De Tijd of 29 March 2024;
in media that may reasonably be relied upon for the dissemination of information to the public throughout the European Economic Area and which is accessible fast and on a non-discriminatory basis, namely through Intrado Digital Media Innovations AB, a service provider for media distribution, on 29 March 2024;
on the company's website.
The chairman submits to the bureau the supporting copies of aforementioned papers and the confirmation by said service provider. These are initialled by the members of the bureau.
That pursuant to Article 7:217, §1, second paragraph of the Code on Companies and Associations, the voting rights attached to the 2,290,493 own shares held by the Company, are suspended.
VII. That on the fifty-four million seven hundred fifty thousand one hundred seventy-four (54,750,174) shares that make up the whole of the capital, the present or represented shareholders, as evidenced by the attendance list annexed hereto, 35,456,868 shares, excluding own shares held by the Company and/or suspended, which is more than half of the capital, after deduction of the portion of the capital represented by the aforementioned 2,290,493 own shares held by the Company.
That no holders of debentures are present.
Consequently, the chairman determines, and the meeting recognizes that, in accordance with Article 7:153 of the Code on Companies and Associations, the present extraordinary general meeting may validly deliberate and decide concerning the items indicated on its agenda.
The participants on-site vote using the electronic voting box.
As included in the agenda, the general meeting resolves to delete the words "which determines their number" from article 13, to clarify that the General Meeting does not have to specifically resolve on the number of directors.
This proposal was adopted as shown below.
Number of shares for which votes were validly cast: 35,453,868
Percentage that represent the above number of shares in the capital after deducting the part of the capital represented by the shares whose voting rights are suspended and deducting the votes not cast: 67.59%
Total number of valid votes cast:
As included in the agenda, the general meeting resolves to authorize the Board of Directors, for a period of five years beginning from the publication of this authorization in the Annexes to the Belgian Official Gazette, to acquire and to accept in pledge own shares and certificates relating thereto and to subscribe for certificates following the issue of the corresponding shares, without the total number of own shares and certificates relating thereto held or accepted in pledge by the Company pursuant to this authorization exceeding twenty per cent of the total number of shares, at a price ranging between minimum one euro and maximum thirty per cent above the arithmetic average of the closing price of the Company's share during the last thirty trading days preceding the Board of Directors' resolution to acquire or to accept in pledge. As from the publication of this decision in the Annexes to the Belgian Official Gazette, the existing authorization, given by the Extraordinary General Meeting of 13 May 2020, will lapse, and the proposed authorization will replace it. This authorization shall apply for the Board of Directors of the Company, for the subsidiaries of the Company and for every third party acting in its own name but on behalf of those companies.
Therefore, the General Meeting resolves, as from the publication of this decision in the Annexes to the Belgian Official Gazette:
"1. The company may, both by itself and by persons acting in their own name but on behalf of the company, acquire and accept in pledge own shares or certificates relating thereto and subscribe for certificates following the issue of the corresponding shares, in compliance with the applicable conditions prescribed by law.
2. The board of directors is authorized to acquire and to accept in pledge own shares and certificates relating thereto and to subscribe for certificates following the issue of the corresponding shares, in compliance with the applicable conditions prescribed by law, without the total number of own shares and certificates relating thereto (counting each certificate in proportion to the number of shares to which it relates) held or accepted in pledge by the company pursuant to this authorization exceeding twenty per cent of the total number of shares, at a price ranging between minimum one euro and maximum thirty per cent above the arithmetic average of the closing price of the company's share during the last thirty trading days preceding the board of directors' resolution to acquire, to accept in pledge or to subscribe for. This authorization is granted for a period of five years beginning from the publication of this authorization granted on 8 May
2024.
3. The authorization(s) set forth under section 2 shall not affect the possibilities, pursuant to the applicable legal provisions, for the board of directors to acquire or accept in pledge own shares and certificates relating thereto or to subscribe for certificates following the issue of the corresponding shares if no authorization in the articles of association or authorization of the general meeting of shareholders is required.
4. The board of directors is authorized to cancel own shares or certificates relating thereto. The resulting amendment to the Articles of Association will be recorded in a notarial deed to be passed at the request of either two directors, or of the company secretary and one company lawyer employed by the company, or of two company lawyers employed by the company."
"6. The dividend rights attached to the shares, profit-sharing certificates or certificates relating thereto held by the company or by persons acting in their own name but on behalf of the company, or for which the company or persons acting in their own name but on behalf of the company hold the certificates issued with its cooperation, shall lapse. Unless otherwise decided by the general meeting of shareholders, the time for the determination of the entitlement to a dividend and therefore the lapse of the dividend rights attached to those treasury shares shall be set at 23.59h Belgian time of the day prior to the so-called "ex-date" (as stipulated in the Euronext Vade-Mecum 2023, as amended from time to time).
7. If an unavailable reserve must be created, the board of directors is authorized, as far as necessary, to draw from all available equity components (including available reserves and share premiums) for this purpose."
For the avoidance of doubt, if the proposed resolution is not adopted, the existing authorization will continue to apply, without prejudice to the possibilities, pursuant to the applicable legal provisions, for the Board of Directors to acquire and accept in pledge own securities or to subscribe for certificates following the issue of the corresponding securities, if no authorization in the articles of association or authorization of the General Meeting of Shareholders is required.
This proposal was adopted as shown below.
Number of shares for which votes were validly cast: 35,456,868
Percentage that represent the above number of shares in the capital after deducting the part of the capital represented by the shares whose voting rights are suspended and deducting the votes not cast: 67.60%
Total number of valid votes cast:
IN FAVOUR: 29,164,744 AGAINST: 6,287,198 ABSTENTION: 4,926
THIRTH ITEM ON THE AGENDA: AUTHORIZATION TO THE BOARD OF DIRECTORS TO TRANSFER OWN SECURITIES TO ONE OR MORE SPECIFIED PERSONS WHETER OR NOT MEMBER OF THE PERSONNEL
As included in the agenda, the general meeting resolves, insofar as necessary, to explicitly authorize the Board of Directors to transfer own shares, profit-sharing bonds or certificates relating thereto, to one or more specified persons whether or not members of the personnel. This authorization will replace the existing authorization to transfer own securities. This authorization shall apply for the Board of Directors of the Company, for the subsidiaries of the Company and for every third party acting in its own name but on behalf of those companies.
Therefore, the General Meeting resolves to replace article 11 with the following text:
"1. The company may, both by itself and by persons acting in their own name but on behalf of the company, transfer own shares, profit-sharing bonds or certificates relating thereto, in compliance with the applicable conditions prescribed by law.
2. The board of directors is authorized to transfer own shares, profitsharing bonds or certificates relating thereto to one or more specified persons whether or not member of the personnel.
3. The authorization(s) set forth under section 2 shall not affect the possibilities, pursuant to the applicable legal provisions, for the board of directors to transfer own shares, profit-sharing bonds and certificates relating thereto, if no authorization in the articles of association or authorization of the general meeting of shareholders is required.
4. The authorization(s) under section 2 and the provisions of section 3 shall apply for the board of directors of the company, for the direct, and insofar as necessary, the indirect subsidiaries of the company and, insofar as necessary, for every third party acting in own name but on behalf of those companies."
For the avoidance of doubt, if the proposed resolution is not adopted, the existing authorization to transfer own securities will continue to apply, without prejudice to the possibilities, pursuant to the applicable legal provisions, for the Board of Directors to transfer own securities, if no authorization in the articles of association or authorization of the General Meeting of Shareholders is required.
This proposal was adopted as shown below.
Number of shares for which votes were validly cast: 35,456,868
Percentage that represent the above number of shares in the capital after deducting the part of the capital represented by the shares whose voting rights are suspended and deducting the votes not cast: 67.60%
Total number of valid votes cast:
IN FAVOUR: 29,158,855 AGAINST: 6,293,087 ABSTENTION: 4,926
FOURTH ITEM ON THE AGENDA: AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL
As included in the agenda, the general meeting resolves to authorize the Board of Directors to increase the capital, in one or more times, with a maximum amount (exclusive of the issue premium) of €161,145,000.00, for a period of five years beginning from the publications of this decision in the Annexes to the Belgian Official Gazette. As from that date, the existing authorization to increase the capital, given by the Extraordinary General Meeting of 13 May 2020, will lapse, and the proposed authorization will replace it.
Therefore, the General Meeting resolves to, as from the publication of this
decision in the Annexes to the Belgian Official Gazette, to replace article 41 with the following text:
"The board of directors shall be authorized to increase the capital, in one or more times, with a maximum amount (exclusive of the issue premium) of one hundred and sixty-one million one hundred and forty-five thousand euros (€161,145,000.00).
The board of directors may use this authorization for five years beginning from the publication of this authorization granted on 8 May 2024.
Such capital increases shall be effected in accordance with the conditions prescribed by the board of directors, e.g. (i) by means of a contribution in cash or in kind, or by means of a mixed contribution within the limitations set forth in the applicable legal provisions, (ii) by conversion of reserves, profit carried-forward, share premiums or other equity components, or otherwise, (iii) with or without issuing new shares, below, above, or at the fractional value of the existing shares of the same class, with or without share premium, or other securities; or (iv) by means of issuing convertible debentures or subscription rights (whether or not attached to another security) or other securities.
The board of directors may use this authorization to increase the capital inter alia in the context of an option plan.
The board of directors may use this authorization for (i) capital increases or issues of convertible debentures or subscription rights (whether or not attached to another security) where the preferential subscription right of the shareholders shall be limited or excluded; (ii) capital increases or issues of convertible debentures where the preferential subscription right shall be limited or excluded for the benefit of one or more specified persons, other than members of the personnel, and (iii) capital increases by conversion of the reserves.
On the occasion of a capital increase within the limits of the authorized capital, the board of directors shall be authorized to request an issue premium, which shall be mentioned on one or more separate accounts under equity in the liabilities in the balance sheet.
The board of directors shall, with the possibility of delegation, be authorized to have recorded the amendments to the articles of association that arise from the use of these authorizations."
For the avoidance of doubt, if the proposed authorization is not approved, the existing authorization to increase the capital will continue to apply.
This proposal was not adopted as shown below.
Number of shares for which votes were validly cast: 35,456,868
Percentage that represent the above number of shares in the capital after deducting the part of the capital represented by the shares whose voting rights are suspended and deducting the votes not cast: 67.60%
Total number of valid votes cast:
IN FAVOUR: 21,909,782 AGAINST: 13,546,956 ABSTENTION: 130
No technical problems or incidents were identified that prevented or disrupted the voting.
All items on the agenda having been dealt with, the meeting is closed at 9:35 a.m.
The drafting fee amounts to hundred euro (€100.00) and shall be paid at the declaration of the undersigned notary.
Drawn up in Kortrijk, at the location and date as listed above.
And after these minutes were read out completely and were explained, the members of the bureau and the shareholders who requested so, have signed with us, notaries.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.